CONFIDENTIALITY UNDERTAKING

To be notarized on non-judicial stamp paper)

This Confidentiality Undertaking has been signed by Stratton Capital having its office at 110
roshan avenue Silvassa acting through Mr.Arpit Maheshwari, the authorized
signatory/authorized representative (“Bidder”), which expression shall, unless repugnant to
the context, be deemed to include its successors, assigns or legal representative) in favour of
Mr. Amit Gupta, an Insolvency Professional having registration no. . IBBI / IPA-001 / IP-
P00016 / 2016-17 / 10040

WHEREAS M/s Provogue (India) Limited, a company registered under Companies, Act,
1956 (thereafter referred as the “Company”) is undergoing liquidation vide NCLT Mumbai
Bench (“NCLT”) order dated October 14, 2019, published on October 24, 2019 at NCLT
website. Vide the said NCLT Order Mr. Amit Gupta, a registered insolvency professional
with Insolvency and Bankruptcy Board of India (IBBI) having registration number IBBI /
IPA-001 / IP-P00016 / 2016-17 / 10040 has been appointed as liquidator to manage, protect,
sell and liquidate the property, assets, business and other affairs of Provogue (India) Limited
(“Liquidator”).

WHEREAS the Liquidator has invited prospective Bidders for the purpose of submission of
bid through e-auction process in respect of Sale of Land and Building along with plant and
machinery located at Survey no.98/8, Daman Industrial Area,Kadaiya Village, Nani
Daman,District - Daman, Daman & Diu in accordance with the provisions of Process
Memorandum and provisions of Insolvency and Bankruptcy Code, 2016 (“IBC”) read with
the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016
(“LiquidationRegulations”).

WHEREAS the Liquidator is required to share certain data, documents in relation to the
Company for facilitating the prospective Bidder(s) in their due diligence after receiving an
undertaking from each of the potential Bidder(s) to the effect that such member shall
maintain confidentiality of the information received over the email and during the course of
due diligence and shall not use such information to cause an undue gain or undue loss to itself
or any other person and comply with the requirements under IBC and Liquidation
Regulations.

THEREFORE, the Bidder (s) hereby declare(s) and undertake(s) as follows:

1. The Bidder(s) shall not divulge any part of the information received pursuant to the
Process Memorandum or through any mode to anyone and the same shall constitute
“Confidential Information”. Any information or documents generated or derived by
the recipients of Confidential Information that contains, reflects or is derived from
any Confidential Information shall also be deemed as Confidential Information.
2. The Bidder (s) further unconditionally and irrevocably undertake and declare that
a. the Confidential Information shall be kept secret and confidential by the Bidder (s)
and shall be used solely in accordance with the terms of the IBC;
b. the Bidder(s) shall not use the Confidential Information to cause any undue gain or
undue loss to itself, the Company, Liquidator or any other person;
c. the Bidder(s) shall comply with all provisions of Applicable Law(s) for the time being
in force relating to confidentiality and insider trading;
d. the Bidder (s) shall protect any intellectual property of the Company which it may
have access to;
e. the Confidential Information may only be disclosed to and shared with any employees
or its advisors by the Bidder(s), in accordance with Applicable Law(s), including in
relation to confidentiality and insider trading, and terms of this Confidentiality
Undertaking on a strict need-to-know basis and only to the extent necessary for and in
relation to the liquidation process of the Company, provided that the Bidder binds
such employees and third parties, by way of an undertaking/ agreements, to terms at
least as restrictive as those stated in this Confidentiality Undertaking.
f. the Bidder(s) shall ensure that all Confidential Information is kept safe and secured at
all times and is protected from unauthorised access, use, dissemination, copying, any
theft or leakage;
g. the Bidder(s) shall immediately destroy and permanently erase all Confidential
Information upon the completion of Sale of Business as a Going Concern as provided
under Process Memorandum and the Liquidation Regulations;
h. the Bidder(s) shall take all necessary steps to safeguard the privacy and confidentiality
of the information received either pursuant to the Process Memorandum or received
through mail and shall use its best endeavors to secure that no person acting on its
behalf divulges or discloses or uses any part of the Confidential Information,
including but not limited to the financial position of the Company, all information
related to disputes by or against the Company and other matter pertaining to the
Company; and
i. the Bidder(s) shall be responsible for any breach of obligations under this
confidentiality undertaking (including any breach of confidentiality obligations by
any employee or advisor or agent or director of the Bidder) and shall indemnify the
Liquidator for any loss, damages, expenses and costs incurred by the Liquidator due
to such breach of such obligations by the Bidder (s) or any person acting on its behalf.
3. Notwithstanding anything to the contrary contained herein, the following information
shall however not be construed as Confidential Information:

a. information which, at the time of disclosure to the Bidder(s) was already in the public
domain without violation of any provisions of Applicable Law(s); or
b. information which, after disclosure to the Bidder(s) becomes publicly available and
accessible without violation of Applicable Law(s) or a breach of this Confidentiality
Undertaking; or
c. information which was, lawfully and without any breach of this Confidentiality
Undertaking, in the possession of the Bidder (s) prior to its disclosure, as evidenced
by the records of the Bidder(s).

4. The Bidder(s) hereby expressly agrees and acknowledges that the Liquidator makes
no representation, warranty or inducement, whether express or implied, as to the
accuracy, completeness, authenticity or adequacy of the information (including but
not limited to the Confidential Information) provided to the Bidder(s) in the Process
Memorandum or through any other modes. The Bidder(s) further agrees and
acknowledges that the Liquidator shall not be liable to the Bidder(s) for any damage
arising in any way out of the use of the Confidential Information and further that the
Bidder(s) shall not have any claim against the Liquidator or the Company in relation
to any information provided.

5. The terms of this Confidentiality Undertaking may be modified or waived only by a

6. Damages may not be an adequate remedy for a breach of this Confidentiality

7. Nothing in this Confidentiality Undertaking shall have the effect of limiting or

8. The undersigned hereby represents and warrants that it has the requisite power and
authority to execute, deliver and perform its obligations under this Confidentiality
Undertaking.

9. This Confidentiality Undertaking and any dispute, claim or obligation arising out of
or about it shall be governed by and construed in accordance with Indian laws and the
courts and tribunal of Mumbai shall have exclusive jurisdiction over matters arising
out of or relating to this Confidentiality Undertaking.
 10. Capitalised terms not defined under this Confidentiality Undertaking shall have the
same meaning as provided in the Process Memorandum.
I further declare that I, the undersigned have full knowledge of the contents provided in this
undertaking and have absolute authority to sign this undertaking on behalf of Stratton Capital
Signed on behalf of Stratton Capital
(Name of Bidder(s))
by MrArpit Maheshwari

Partner
Authorised Signatory
Date:24/11/2020
Place:Silvassa
Note- In case of consortium, undertaking to be executed by each of the members