Greenopolis IBC proposal

Greenopolis IBC proposal

January 2021

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Scope of work andproposal for IBC

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Our typical scope of work : Resolution Process (1/2)

a. Duties of IRP/RPi. Perform all duties of the IRP as envisaged in the provisions of IBC, which shall, inter alia, include:

• Make public announcements and implementation of communication strategy for different stakeholder groups;• Appointment of Valuer agencies for ascertaining liquidation valuation;• Constitute and convene a committee of creditors (“COC”)

b. Management of Business as going concerni. Ensuring physical presence of all required personnel at the offices of the Corporate Debtor;ii. Taking control and custody of all assets of the Corporate Debtor;iii. Instructions to management and employees of the Corporate Debtor regarding you being in charge of the management of

the Corporate Debtor;iv. Assist in strategy for continuing with business operations whilst seeking resolution plans;v. Implementation of new methodology in place to control the business of the Corporate Debtor;vi. Engage with all stakeholders including customers, vendors, employees, lenders, statutory authorities etc. as part of normal

course of business.vii. Invite investors/lenders to raising interim finance, if necessary.viii. Supervising and driving operational improvement measures.ix. Reviewing and establishing revised organisational structure.

c. Claims managementi. Receive and collate all the claims submitted by creditors to you, pursuant to the public announcement made under sections

13 and 15;ii. Verify the claims and liaise with creditors for the claims;iii. File information collected with the information utility;

d. Avoidance of preferential transactionsi. Prepare list of transactions u/s 43/45/50/66, and file application for avoidance of transaction, if required.

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Our typical scope of work : Resolution Process (2/2)

e. Compliance and statutory mattersi. Represent and act on behalf of the corporate debtor with third parties, exercise rights for the benefit of the corporate

debtor in judicial, quasi-judicial or arbitration proceedingsii. Maintain a compliance MIS to ensure compliance by the companyiii. Taking appropriate action with respect to all legal notices and actions received during the corporate insolvency resolution

process in consultation with legal counself. Prepare Information Memorandum

i. Collect all information relating to the assets, finances and operations of the corporate debtor for determining thefinancial position of the corporate debtor, including information relating to—

• business operations for the previous two years• financial and operational payments for the previous two years• list of assets and liabilities as on the initiation date; and• such other matters as may be specified

ii. Preparation of Information Memorandum in accordance with the Code which will contain, inter alia, all the related partytransactions of the Corporate Debtor and transactions with key managerial personnel of the Corporate Debtor, forpresenting to CoC

g. Any other functions, duties, obligations as may be required to be performed by you as mentioned under the Code or theRules made thereunder or as notified as on date or as may be amended or notified from time to time

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Core Engagement Team: Senior Professionals with deepunderstanding of IBC, Industry & Restructuring

Shailendra Ajmera., Partner EYRole: Engagement Partner

Resolution Professional

Mr. Chandra Prakash

Sumant AggarwalRole: Director

Core engagement team (tentative) Advisory team

The team will consist of 1 Manager and 2-3 SA/A• Location : HO• Role : Coordination for compliance of law, all aspects of

operations viz. order planning, processing, procurement &distribution

The Core Engagement Team will work closely with the RP, Company, lenders and the operations team to drive the growth andprofitability agenda while focusing on cash management and control

Nitin Jain, PartnerRestructuring

Nihal Kujur, Advisor

Abizer DiwanjiHead – Financialservices

Dinkar VHead – Restructuring &Turnaround servicesSheshank Kaul

Role: Director

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Chandra PrakashRegistered IP - IBBI/IPA-002/IP-N00660/2018-19/12023Empanelled IP with Ernst & Young

• Mr. Chandra Prakash, MBA, an Ex-Banker with HDFC Bank and Yes Bank. The last assignment was Vice-President, Yes Bank.• Over 15 Years’ experience as Corporate Banker; Project Financing; Restructuring & Risk Management, Financial Analysis.

Handled more than Rs. 12000 Cr of corporate finance portfolio as a banker. Handled corporate clients like Punj Llyod,Kwality, Siporex (EPC contractor) , Kalyani group etc.

• Spearheading ibay capital, a boutique financial advisory firm and in-house Law firm CBP Legal, based at New Delhi havingtie-up with KDB Law firm headed by Sumant Batra for Insolvency matters

• Appointed as Resolution Professional (RP) of Dignity Build con Pvt Ltd, a Group company of Fortis and having financialcreditor’s exposure of Rs. 1050 Cr. The financial Creditors are Standard Chartered Bank, Blackstone BREP Asia andAlchemist ARC. EY is professional service provider for RP. We have managed to attract 19 EOIs in this commercial projectbased out of Golf Course Road, Gurgaon and Negotiations with the Prospective Resolution applicants. Five Resolution Plansalready received and Negotiation going on Successful Resolution.

• Appointed as Resolution professional of Granite Gate Properties Pvt Ltd (Flagship company of 3C group) having total claimof more than Rs. 3000 Cr. The project name is Lotus Panache and Lotus Boulevard. The total home buyers are approx.3800. The appointment of RP happened after 10 months of CIRP process with the replacement of erstwhile IRP. We havemanaged to complete the entire CIRP process from Claim Verifications, Publication of Supplementary IM to inviting bids andsuccessfully approval of the Resolution Plan by COC in less than 6 months. The Resolution Plan is now before the Hon’bleNCLT for approval.

• Appointed as Resolution Professional of Noida Medicare Centre Ltd which is 100 bed hospital based out of Noida and havingbusiness vintage of more than 30 years. It’s a running hospital and employee’s strength of more than 150 people includingDoctors, Consultants and healthcare workers. There are only handful of Resolution Professionals Pan-India who is handlingrunning hospitals in Insolvency stage. There are many big healthcare names in India which has raised their interest into thishospital for successful Resolution.

Profile of Mr. Chandra Prakash, proposed to be appointed as RP forThree C Shelters Private Limited

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Professional fee for CIRP and successful resolution for3C and/or Greenopolis project

S. No. Brief work Amount

1 Monthly fixed fee for RP, Mr Chandra Prakash INR 2 lacs per month

2 Monthly fixed fee for Support team (EY LLP) INR 18 lacs per month

3 Success fee (Refer note 1 below) INR 125 lacs payable onetime

General clauses related to feeOut-of-pocket expenses• In addition of fees, the Client shall reimburse all direct expenses (out of pocket expenses – OPE) on actuals basis with maximum

capping of 10% of the total fees payable and an Administration surcharge, as 7% of OPE.• The administration surcharge is being levied towards recovery of expenses such as printing and stationery, telecommunication

costs, other levies/taxes, costs that are not always identifiable to specific engagements.Good and Service Tax• GST as applicable, is not included in our fee proposal and will be billed in addition to the above.• Any change in scope of work will be done at additional fees and shall be mutually agreed.

Note 1The event of Success shall be considered if below event has been achieved by the support team during the course of CIRPa. Approval of resolution plan from NCLT

* The quote does not include cost for engaging legal counsel, valuation experts or any other consultant as required to fulfil therequirements under IBC or as deemed fit from time to time

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Background Experience►Dinkar is National Leader and Partner with

the Restructuring & Turnaround Servicespractice in India. His functional expertiseincludes Restructuring, Due Diligence andTransaction Advisory.

►He has over 18 years of professionalexperience and has been a key member ofEY’s Transaction Advisory team in India forthe last 15 years.

►He set up the Operational Restructuringservices team in EY India in 2011 and has,since, led the team on multipleengagements – both as Advisor and asInterim Management – focused on CrisisManagement, Restructuring/ Turnaroundof distressed & stressed companies in theretail, industrial products, infrastructure,healthcare and automotive componentsspace.

Education

►Chartered Accountant►B. Com, University of Delhi

►Led an engagement with a large international retailer that had removed its seniormanagement owing to financial malpractices. EY provided CRO Advisory services involvingcash flow forecasting, liquidation (including settlement negotiations) of a significant part of thebusiness, transforming the remaining profitable business into a new entity with a tighter legalframework

►Led the revitalization of the finance function of an industrial inks manufacturer . Our roleincludes providing interim management support especially on finance function to India CEOand Group in the absence of a full time CFO.

►Supported the finance function of the Indian operations of an international alcoholic beveragesmanufacturer as it restarted its operations in India

►As Interim CFO, led the revival of a chain of hospitals in India – a PE portfolio co. Focus was onoperations improvement and cash flow forecasting in a liquidity stretched environment.Engagement resulted in value enhancement and ultimate sale of business by shareholders.

►As Interim CFO, led a large operational restructuring engagement on an Indian compressormanufacturer – a subsidiary of a US company. Assignment involved aspects of cash flowforecasting, development of business plan to aid business continuity decision making, costreduction initiatives and monitoring/tracking of the same and discussion/negotiations withbanks. The job was a tremendous success resulting in benefits to the US company.

►Led the post merger integration and restructuring of the distressed international operationsof a large Indian automotive component manufacturer (operations across Europe andAmericas)

Dinkar VenkatasubramanianPartner and National Leader, Restructuring & Turnaround Services

Mobile: +91 99717 94600Email: [email protected]

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Restructuring

►Shailendra is a Partner with EY – Restructuring & Turnaround practice. He joined the firm in 2016 andis based out of its New Delhi office in India.

►Shailendra is an Insolvency Professional registered with Insolvency and Bankruptcy Board of India. Heis the Resolution Professional (RP) at Ruchi Soya Industries Limited, Asian Color Coated Ispat Limited,Kwality .

►Previously, he was a Managing Director, Wholesale Banking at Standard Chartered Bank. Hisexperience for over two decades includes the banking sector and deal advisory at KPMG.

►His banking experience includes full suite of banking products including strategic/structuredfinancings, restructuring/ distressed assets amongst large corporate, mid-market and MNCs.Structuring specialized financing includes leverage/ acquisition, debt capital market and PE withexposure to regulatory framework and cross border financing.

►Further, he is experienced at winding down of the stressed accounts portfolio and has represented atvarious Joint Lender Forums to evolve a Corrective Action Plan involving inter –creditor negotiationand restructuring.

►Deal advisory experience includes assisting buyers and sellers of businesses in evaluating the risks andopportunities of their intended transactions.

►He has managed and led a number of high profile and complex transactions and thus has a deepunderstanding and practical experience of dealing with issues that arise in Indian transactions

Background

►Shailendra is a Partner withRestructuring team and hejoined EY in 2016.

►Previously, he was a ManagingDirector, Corporate Banking atStandard Chartered Bank.

►Shailendra is a CharteredAccountant and a Commercegraduate from University ofMumbai.

►He has 18 years of workexperience in the bankingsector and transaction advisoryservices at KPMG.

►He has managed various pre-deal evaluations and carve outsfor inbound and outboundstrategic and financialinvestments.

Shailendra AjmeraPartner - Restructuring & TurnaroundRegistered Insolvency Professional

Tel: +91 11 6671 8000Mobile: +91 98100 58094Email: [email protected]

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Sheshank KaulDirector, Restructuring & Turnaround Services

Mobile: +91 9920109940Email: [email protected]

Background Experience► Sheshank is a Director with the Restructuring &

Turnaround Services practice in India.► He is an Electrical and Electronics Engineer

from SASTRA University (2006) and a MBAfrom IIM Kozhikode (2008)

► He has over 10 years of domestic andinternational experience across industry,transaction advisory, business operations,valuation

► Before joining EY, he was leading the steeltrading business for a large internationalautomotive parts manufacturer in Germany. Hewas part of the lead group involved in theacquisition of 9 mid-small sized companies inGermany. Subsequently, he was heavilyinvolved in business monitoring, cash andfinancial management. He was alsoinstrumental in integrating the new businesswith the larger European automotivemanufacturing business and building a groupwide steel purchase strategy.

► Sheshank also has experience working as afinancial advisor with leading organization likethe Deloitte and Duff & Phelps in India and theUSA

► Lead manager on financial restructuring engagement for a large SteelCompany based in North India with a debt of more than ~$ 6,757 mn

► Lead advisor on financial transformation and debt raise exercise for alarge PSU with a debt of more than ~$ 4,050 mn

► Lead advisor on fresh financing engagement for a large MNC papercompany, with debt under consideration of more than ~ $1,350 mn

► Lead manager on financial restructuring engagement for a large papercompany with a debt of more than ~ $1,620 mn

► Was the integration head r for 8 steel trading and forging businesses(Rev circa. Euro 200 m) acquired in Germany by a leading automanufacturer

► Worked with banks to raise Euro 50 million bridge financing to fund thetransaction and subsequently converted it into term financing

► Led the integration of the acquired business with the parent company► Constituted the groups integrated purchase strategy and was

instrumental in consolidating the European steel purchases under asingle head (approx. Euro 450 m)

► Initiated the policy to develop its outsourcing strategy, whereby theglobal Finance & Accounts function would be integrated at a singlelocation and outsourced to a third party

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Sumant AggarwalDirector - Restructuring and Turnaround

Tel +91 124 4435 477Mobile +91 9999 865 164Email [email protected]

Background

►Sumant is a VP with the Transaction AdvisoryServices Group having more than 8 yrsexperience

►He has more than 5 years in Transaction andRestructuring advisory services includingfinancial and business restructuring, pre/postmerger integration and due diligence

►Possesses experience in infrastructure,manufacturing, media, manufacturing, Logistics,ITES and retail sector.

►He spent more than 2 years in the positions ofTreasury Head and Controller Treasury andCredit for an auto component company withpresence across 7 geographies out of India.(Amtek Global Technologies Pte Ltd)

►He was Involved in acquisition financing and fundraising for 3 acquisitions and also managedtreasury and capex spending for 12 operatingplants

►Graduate in Commerce from Delhi University andChartered Accountant from the Institute ofChartered Accountants of India

Professional Experience

►Currently part of EY team working on financialrestructuring projects for clients having presence inPower generation, manufacturing, EPC business(power, transmission and roads), real estate,hospitality and textile

►Treasury Head, Controller - Credit & Treasury :Involved in raising capital and controlling treasuryactivities across 7 countries across EU and Americas,His responsibilities included assisting the group CFOin raising capital and devising control and monitoringmechanism for cash preservation in line with thevision of the company.

►Project managed setting up of new AluminumFoundry in UK with capital costs amounting to circa£60Mn. Responsible for evaluating the adequacy ofbudgeted capex and timing to evaluate possiblebottlenecks and relevant mitigation. Also involved inraising funds through equipment leasing andfactoring on operations.

►Pre & Post Merger integration : Pre mergerassistance to the client in acquisition in Germanyhaving operations in Europe, US and Mexicocomprising 8 plants. Assisted the client to achieveday 1 readiness and Day 90 transition, close controlover the closing of the transaction and purchaseprice adjustments. Assisted the client over the initial4 months of post merger operations acrossgeographies in controlling, budgeting and fundraising

►Business model Restructuring: Helped a Germansubsidiary having operations in India, to restructuretheir business model with franchisees and also endthe legacy of their existing model. Played animportant role in settlement and reconciliationsbetween the exiting franchisees and the company

►Debt restructuring: Assisted Gati Limited in the FCCBrestructuring. Assisted and advised the client innegotiation and finalisation of terms and conditionsof new FCCBs, appointment of the lead banker, legalcounsel and the trustee to the issue and closing ofthe transaction.

►Corporate Restructuring: Assisted the client instrategic spin off of two non core segments from theflagship company to facilitate strategic investment inthe core business. The process included devisingmethodology to subsidiarize the core business,preparation of projections for non core shipping andcold chain business to invite investors

►Budget planning and post Merger Integration:Worked with client team after purchase of Zain by ofBharti Airtel in 16 African countries, advised inpreparation of AOP for the mobility business andmobile commerce, suggested standardisationtechniques and also assisted in the transition ofprocesses in line with the Indian entity.

EY Restructuring LLP

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