File No. 8-1/20 18-Asset Mgmt.

Ministry of Communications
Department of Telecommunications
(Asset Mgmt. Section)

Sanchar Bhawan, 20 Ashoka Road

New Delhi - 110001
~/06/2 021

To,
CMD, BSNL
H.C. Mathur Lane
Janpath , New Delhi - 110001

Sub: Policy for Monetization of Land and Building Assets in BSNL Through Outright
Sale/Transfer.

The policy for monetization of land and building assets in BSNL through
Outright Sale/transfer has been formulated in compliance to directions issued by
Group of Ministers (For Revival of BSNLIMTNL) in its meeting dated 21.12.2020.
2. BSNL will follow the policy for monetizing its land and building assets through
outright sale/transfer.
3. The Policy is issued with approval of Hon'ble Minister of Communications .

~~~lzr
(Sanap Baj~M~ath)
Director (Asset Mgmt. )
Tel. No: 011-23036121
Email ld: bajirao.sa nap®gov. in
Copy to :
I. PPS to Secretary, Telecom , New Delhi.
II. PPS to Member F/ Member T /Mem ber S, DCC, New Delhi.
Ill. PS to Advisor (F) DoT, New Delhi.
IV. PS to CVO, DoT, New Delhi.
V. PS toAST / JS A/ DDG AM, DoT, New Delhi.
VI. JS, DIPAM.
VII. CGCA, NICF Campus, Ghitorni, New Delhi 110047.
VII I. Pr. CCA/ CCA / Jt.CCA- DoT Field Offices.
 POLICY

FOR

MONETIZATION OF LAND AND BUILDING ASSETS IN

BSNL

THROUGH OUTRIGHT SALE/ TRANSFER

1
 INDEX

1. INTRODUCTION
1. 1. Purpose of Monetization
1.2. Background

2. ROLE AND RESPONSIBILITIES OF DIFFERENT BODIES/UNITS

2. 1. Group of Ministers (GoM)
2.2. Adm ini strati ve Ministry (DoT)
2.3. Board of Directors of BSNL (BoD)

3. OVERSIGHT COMMITTEE (OC)

3.1. Need fo r Oversight Committee
3.2. Elig ibility criteria for Members ofOC
3.3. Appointment ofOC members
3 .4. Terms of Reference
3.5. Allowances and perks ofOC members

4. TRANSACTION ADVISOR (TA)

4. 1. Need fo r T ransaction Advi sor
4.2. Role ofTransaction Advisor
4.3. Eligib ility fo r empane lme nt as TA
4.4. Broad Scope of work for TA

5. AUCTIONING AGENCY (AA)

5.1. Auc tioning agency
5.2. Direct Auction by BSNL
5.3. Function of the Auctioni ng Agency
5.4. Approved Auctioning Agenc ies

6. OPTIONS AVAILABLE FOR DISPOSAL OF LANDS

6.1. For leasehold lands
6.2. For freeho ld lands

7. BROAD OPERATING PROCEDURE FOR MONETIZATION OF AN ASSET

7. I. Identification of assets for monetization
7.2. Indicative va lue of the asset

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 7.3 . M ode for mo netization of asset
7.4. Compete nt a uthority to a pprove monetization of asset
7.5. A ppo intme nt of transacti on advisor (T A)
7.6. Fix ing of fa ir market va lue a nd reserve price o f asset
7.7. Approval o f monetizatio n model and reserve price
7.8. Bidding process
7.9. Acceptance of bid
7. 10. Alie nation of asset

8. ADDENDA TO THE POLICY

9. AMENDMENTS TO THE POLICY

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1. INTRODUCTION
1.1. PURPOSE OF MONETIZATION-
(i) Monetization of Land and Building Assets is an important component of any rev ival
plan or Fi nancial Restructuri ng Plan par1icularly fo r any sick or loss mak ing company.
It is preferab le to unlock the va lue of unuti lized immovable assets and bring more
revenue to the Company by way of sa le or lease of such assets.
(ii) BSN L has a vast bank of immovable proper1i es inherited from erstwhile Post &
Telegraph Department, Depar1ment ofTelecomm unications as we ll as acq uired by the
Company over a period of time at various locations in India. Many of these proper1ies
are unutiIized or underutiIized due to reduction in staff strength and miniaturization in
Telecom Techno logy. This gives an oppor1uni ty to the company to monetise such
proper1ies by way of sa le, putti ng it on rent or even develop ing it as a joint venture to
raise considerab le revenue. The revenue so generated can be util ized to improve its fisca l
hea lth a nd balance sheet.
1.2. BACKGROUND-
(i ) The Union Cabi net, in its meeti ng he ld on 23 .10.2019, had approved the proposals of
DoT for ' Revival of BSNL and MTNL' vide its Cabinet Note dated 22.10.2019. It was
informed vide DoT OM No. 30-04/20 19-PSU Affa irs dated 29.10 .2019 that the Cab inet,
inter-alia, approved the Moneti zation of land/building assets followin·g DIPAM
gu ideli nes for asset monetization. The proceeds of asset monetization wi ll be cred ited
to BSNL/MTN L to service the debt, CA PEX and other requirements.
(ii) The Depar1ment of Investment and Publ ic Asset Management (D IPA M) is the nodal
depar1m ent for Asset Monetization ofC PSEs/CPSUs/Other Govern ment Organizations.
The procedure and mechan ism for Asset Monetization of these organizations have been
laid down in OM no. F.No. 3/3/2018/ DIPAM-11 dated 8th March 2019. It is stated in
Para 4. 1.4 of Annexure- ! of the said OM that- 'As may be needed from time to time a11d
on case to case basis, AM (Aitemative Mechanism) may set a threshold based OJl the
value of asset(s) and/or any other criteria to be recommended by JMG/CGAM which
would determine the assets that would be monetized through this mechanism. As ets
belo·w this determined threshold would be disposed off by the co11cemed Administrative
Ministry/ CPSEICEPI as p er prescribed/laid down process.'
(iii) DIP AM has issued OM no. 3/2/20 19-DIPAM- II (A MC) dated 21.10.2020 stating that ' it
has been decided that assets hcn,ing value of INR 100 Crores and above would -be
monetized by DIPAMfram ework, and assets below value of INR 100 Crores would be
mo11etized by the owner (CPSE/Administrative Ministry/ Department) following their
extant process.'
(iv) Regard ing the 'extant process', the DIPAM has further clarified vide OM no. 7/22/2019-
DlPAM -11 Vol ll (part) dated 06.1 1.2020 that -
a) DIPAM framework is not mandatOJy a11d can be used with the approval of the
competent authority. Other frame>Forks exist for managing and monetizing
assets, a11 example being Ministry of Railvrays (RLDA) . As such, a unique
process has neither been envisaged nor enforced by DIPAM
b) It is expected that extant process would define the appropriate authority for
approving monetization transactions.
(v) Regarding the 'criteria for fixation of threshold value' also, the DIP AM has clarified
vide OM no. 7/22/20 19-DIPAM-II Vol ll(par1) dated 06 .11.2020 as under -
.. The approved DIPAM jramev11ork provides that the owner of the asset (CPSEI
PSUI CEPII other Govemmelll Organizatiom ) may estimate the indicative value

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 ofthe asset earmarkedfor monetization. Theframework suggests that the following
metJ·ics may be used to arrive at the indicative mluation of the assets:
• Circle rate and/or
• Average value of the transactions (only an indicative value is needed at
this stage) in last i-3 years and/or
• CPWDIIPCs may also be engaged for the same and/or
• Any other criteria as decided by the CPSE/Adm. Minist1y
it is suggested that the same mechanism be followed for estimating value of assets
while benchmarking it against the threshold of- i 00 crore. It may also be kept in
view that the estimated value is indicative and the actual value will be discovered
through the asset monetization process. It is expected that the flexibility in
methodology would facilitate the process for the a set owners."
(vi) A Grou p of Mi nisters (GoM) was consti tuted in the matter of "Revival of BSNL and
MTN L" vide Cabinet Secretariat OM No. 93/1/5/20 19-Cab dated 27.12.2019. As
conveyed by DoT vide OM No. 20- 14/2020-PR dated 05.01 .2021, the GoM approved
the fo llowing in its meeting he ld on 21.12.2020-
"Monetization of as ·ets of value below the DIPAM prescribed threshold and for
sale/tramfer of assets to Go/ controlled Trusts/Registered Societies •vith the approval
ofGroup of Ministers under its delegated powers:
The GaM constituted for revival of BSNUMTNL will approve the transactions relating
to -
a) sale/leaselalienationltramfer of land & buildings of BSNLIMTNL having value
below threshold approved by the AM of DIPAM and to
b) sale/transfer of BSNLIMTNL assets to Registered Societies/Trusts fully
controlled by Govemment of india (Go/). The Go! controlled Trusts/Registered
Societies and other such entities should be under the administrative, financial
and supervisoty control of Govemment ofIndia.
The GaM also decided that for any property with value Rs.l 0 crores or less,
BSNL/MTNL will not require approval of GaM and can monetise such property
themselves.
Accordingly, monetisation of property with ralue '!lOre than Rs .i 0 crores and up to
Rs.i 00 crores will be with the approml of CoM constituted for the revival of
BSNUMTNL. For monetization ofproperty valued Rs. iOO CJ'Ores and beyond, approval
of CoM under the DJPAM mechanism will be required. "
(vi i) Thus there is a need to lay down a process/pol icy to monetise the unutilised/ surp lus
Immovab le Assets of BSN L below the threshold of Rs.I OO crores, over the next few
years. This req uires putting in place a transparent and cred ible mechan ism detailing all
the fi ner aspects of the proposed monetisation procedure along with relevant ru les and
instructions. The mechanism wou ld also have to define the appropriate authority for
approving the monetization transactions.
(vi ii) Monetization of Immovable properties can be done through various models as under-
a) Outright sale of freehold land or Transfer of lease of leasehold lands.
b) Long-term and short-term leas ing of lands and buildi ngs.
c) Joint developme nt of asset on PPP model and subsequent sale/leasi ng.
d) Leasing of Bui lt-up space.

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 Each of the above model s needs a separate detailed policy as the procedures involved differ
widely. BSNL already has a well laid out poli cy for leasing of built-up space.
Considering the acute need to generate revenue in BSNL to service the debt, CAPEX and
other req ui rements, the preferred mode of monetization is Outright sale of freehold land or
Transfer of lease of leasehol d lands.
1.3. With the above background, the po licy for ' Monetization of land and Bui ld ing in BSNL
through Outright Sale/Transfer' has been prepared.
1.4. Efforts have been made to include al l relevant CYC, Mini stry of Finance and other
Government guideli nes in thi s policy. However, this policy detail s the general process to be
fo llowed for monetization and due care is required to be taken during actual monetisation
of a pa1ticular immovable asset on the basis of relevant ru les and regulati ons in vogue,
including the rules of relevant Local/ State Govt, at the time of taking a dec ision.
Transparency and credibi lity however, shall remain the key to the successfu l monetisation
process.

2. ROLE AND RESPONSIBILITIES OF DIFFERENT BODIES/UNITS-

2.1. GROUP OF MINISTERS (GoM)
(i) To approve the assets having ind icative value more than Rs.l 0 Cr but less than Rs I 00
cr for sale/transfer/alienation.
(i i) To approve the acceptance or rejection of highest bid received for sale/transfer of land
& bui ldings of BSNL having indicat ive value more than Rs.l 0 cr and upto Rs.l 00 cr.,
on the recommendation of the Board of Di rectors of BSNL and Department of
Telecommunications.
2.2. ADMINISTRATIVE MINISTRY (DoT)
(i) To obtain preside ntial approval for monetization of ind ividual assets above the
indicati ve value of Rs. l 0 crores on recommendati on of the Board of Directors of BSN L.
(i i) To recommend to the GoM, the acceptance or reject ion of highest bid received for
monetization of an asset having indicative value more than Rs. l 0 cr and upto Rs.l 00 cr.
(iii) To appoint a representative for signi ng of sa le deed, registration documents, NoC or any
other documents for sale/transfer of assets in case of properties which are in the name
of P&T, DoT in title documents.
(iv) To periodica lly supervise and monitor the Asset Monetization Programm e.

2.3. BOARD OF DffiECTORS OF BSNL (BoD)

(i) To recommend to the DoT, the ' Po licy fo r monetization of Land and Bui !ding Assets in
BSN L through outright sale' for approval.
(i i) To conSi der amendment in the policy/ transact ion process, within its powers.
(ii i) To recommend to the DoT, any such desired change in this policy, which is beyond the
powers of the Board of Directors.
(iv) To approve the monetizat ion model and reserve price for auction of asset(s) havi ng
indicative value of upto Rs.l 00 crores.
(v) Nomination of members for Oversight Comm ittee and decid ing the remuneration
payable to the members.

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 (vi) To recommend to the DoT , the proposa ls relating to grant of Presidential Approval for
mo netizati on of asset(s) above the indicative va lue of Rs.l 0 crores.
(vii) To recommend to the DoT. the case fo r acceptance or rejectio n of highest bid for
moneti zation of asset(s) above the indicative va lue of Rs. l 0 c rores.
(vi ii) To approve monetization of assets hav ing indicative value upto Rs. l 0 crores.
( ix) To accept or reject the highest bid for assets having indicative value of upto Rs. l O
crores.
(x) T o period ical ly supervise and monitor the Asset Monetization Program me.
2.4. MANAGEMENT COMMITTEE OF BOARD OF BSNL (MCB)
( i) To s uggest model of monetization of an asset (Sale I Lease I J oi nt development etc.)
(ii) To approve the Fair Market Value of an Asset.
(ii) Selection of such reputed firm s providing Real Estate Advisory services, which are
al ready empane lled by a Governm ent Departm ent I CPSU/ Govern ment Organisation
for inc lusion into the BSNL panel.

3. OVERSIGHT COMM ITTEE (OC)

3.1. NEED FOR OVERSIGHT COMMITTEE- DIPAM has la id down the procedure and
mechan ism for Asset Monetizatio n vide its OM no. F.No. 3/3/20 18/ DlPAM-ll dated 8th
March 20 19.0n s imil ar Iines as g iven in Pa ra 4.5 of Annexure- I of the said OM , there sha ll
be an Oversigh t Comm ittee (OC) in order to have transparency in a ll the deals and to oversee
the entire process of monetisation.
3.2. ELIGIBILITY CRITERIA FOR MEMBERS OF OC-
(i) The OC shall cons ist of three membe rs. The mem ber·s of the OC shall be eminent
personal ities of h igh integrity and reputation.
(ii) Age ofOC membe r sha ll not be more than 75 years at the time of appointment/extension
of ten ure.
(ii i) The persons w ho have retired from or have held the following posts shall be el igible for
nomi nat ion to the OC -
a) Judge of Supreme Court of India or a High Court
b) Co mptro ller a nd A uditor General/ Dy.CAG
c) C hairma n/ Members of the UPSC
d) CVC/ VC of the Centra l Vigi la nce Commi ss ioners
e) Secretary/ Ex-officio Secreta ry/ Sec retary equ ivale nt officer to the Govt. Of
India
f) CMD of G roup 'A ' CPSE' s .
g) Any other person/category of persons app roved by BoD of BSNL.
3.3. APPOINTMENT OF OC MEMBERS -
( i) BSNL shall invite a pplications fro m such persons who are e lig ible to be appointed as
OC me mbe r.
( ii) The members ofthe comm ittee shal l be nom inated by the BOD ofBSN L from among
the wil ling pe rsons. T he d uration/term fo r appo intment of a me mber will be initia lly two
yea rs extendab le further in stretches of one year each.

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 (iii) All OC members s hall sign non-disclosure agreements with BSNL. They wou ld also be
req uired to s ign a dec laration of absence of confli ct of interest. In case of any conflict
of interest arising at a later date from an entity whe rein he is or has been a consul tant,
the OC sha ll inform the CMD, BSN L and recuse hi mself/ herself from that case.
(iv) If a member of OC needs to be re moved/ replaced before the comp letion of his/her term,
the case shall be put up to BoD with fu ll need and justification for the same. However,
if a member of OC himself/herself withdraws his/her wi II ingness to conti nue in OC, the
permission of BoD will not be required.
3.4. TERMS OF REFERENCE- The ro le ofOC is advisory, would not be legally binding and
it is restricted to examining the process integrity. The terms of reference of the Oversight
Committee sha ll be as unde r-
(i) T o oversee the transaction process for sale of immovable assets and advise BSNL on
the same.
(ii) T o verify that the process of valuation of asset and fixing of Reserve Price for bidding
is carried o ut as pe r the laid down poli cy.
( iii) To examine and give recommendations for addressing such grievances/ complaints
received , as are referred to the committee by the CMD, BSN L.
(iv) To g ive recommendation on any othe r matter that is referred to the comm ittee by the
CMD, BSN L regard ing monetization of asset.
3.5. ALLOWANCES A ND PERKS OF OC MEMBERS-
( i) The remuneration payable to OC members sha ll be Rs.25000/- per sitti ng.
( ii) The TA/DA payab le to o utstation Members sha ll be same as that payable to a Secretary
to the Government of India.
(ii i) The above remuneration payab le to the OC members can be changed by the BoD.
However, the remuneration being paid to existing OC members may not be changed to
thei r detriment fo r the duration of their tenure.

4. TRANSACTION ADVISOR (TA)

4.1. NEED FOR TRANSACTION ADVISOR: The monetization process sha ll require the
inputs of a transaction advisor because a professional fi rm associated as the tech nica l advisor
adds va lue to the process by-
(i) Bringing in their experience in similar transactions and protecting aga inst costly,
avoidab le mistakes.
(ii) Prov id ing technica l strength to the BSNL ' s own team.
(iii) Bring ing add iti onal legi timacy to the monet ization process and placing an external
stamp of e ndorseme nt on the proposa ls, increasing investor and public confidence.
( iv) Prov iding an opp01tunity for know ledge transfer to the BSNL.
4.2. ROLE OF TRANSACTION ADVISOR: The transaction advisor (also referred to as the
'Consultant' in this document) shall provide the end-to-end transaction advisory services
required for monetization proposa l. The transaction advisor will complete a feasibi lity study
to a standard that will enable BSNL to make an informed decision on the moneti zation
mode l and establish the com mercia l attractiveness of the proposal. During the pre-bidding
phase, the transaction advisor wi ll advise and assist BSNL by preparation of all the
necessary documentation for bidd ing.
4.3. ELIGIBILITY FOR EMPANELMENT AS TA:-

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 (i) BSNL shall maintain panel (s) of reputed firms providing Real Estate Adv isory serv ices.
Pane ls can be maintained in different categories/classes depending on the value or
location of assets.
(i i) The consultant for monetization of a patticular a set shall be se lected from the
applicable panel(s) through fi nanc ial bidding.
(iii) The panel(s) shall be formed as under -
a) The Consultancy Firms empanelled by D !PAM for monetizing the land and
properties ofCPSEs/PSUs/Other Government Organ isations shall ipso-facto be
eligible to be included in the panel(s).
b) The MCB, BSNL shall be empowered to include into the panel(s), such reputed
firms providing Real Estate Adv isory services, which are already empanelled
by a Government Department I CPSU/ Government Organisation for rendering
similar services.
c) As the va lue of assets to be monetized may range from few lakhs rupees to
Rs.l 00 crores, the Board of Di rectors, BSNL shall be empowered to lay down
su itable el igibi Iity criteria for empanelment of consultants through a Request
for Proposa l (RFP) or formu late Enlistment ru les for empanelment of
consultants as an ongoing process.While laying down eligibility criteria CVC
guidelines and other relevant gu ide li nes on the subject shall be kept in view.

4.4. BROAD SCOPE OF WORK FOR TA-

(i) The appointed consu ltancy firm wi ll be required to prepare the 'Feasibil ity Repott' for
each of the assets allocated to it, provide end to end transaction advisory services and
assist BSNL to concl ude those transactions. The detailed scope of work of theTA shall
be defined in the RFP invited for appointment ofT A for a particular asset, from among
the fi rms empanelled for the purpose. The scope of 'vvork wou ld include, but not be
limited to:
a) Preparation of Inception Report after site visi t and initial rev iew of
documentation. The Inception repott shall set ou t the conceptual framework to
be used in the feasibility study, the key evaluation questions and methodology,
includi ng information on data sou rces and collection, sampl ing and key
indicators. The inception report shall also include a timeline for the evaluation
of subject property and completion of monetization process.
b) Exploring possi ble alternate models fo r monetization, detailing the pros & cons
of each model and suggesting the preferred model for maximum returns.
c) Carrying out market valuation of asset (both land and buildings) for current
allowed land use, the permissible land use as per master plan, and also for any
other land use which may yield higher returns. To also advise on the feas ibility
of conversion to such other land use along with expected timelines.
d) Preparation of a comprehensive Feasi bility Report for the asset contai ni ng all
the above details.
e) Assisting in fina lization of transaction structure.
f) Preparin g the bid documents ( Request for Proposal (RFP), Concession
Agreement, Lease Agreements, Prel im inary Information Memorandum (PIM)
for each project, etc.)
g) Assisting BSNL I Auctionin g Agency in conducting the bid process.
h) Ensuring completion of transaction i.e. ass isting in legal documentati on for

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 transfer of ownership, physica l handover of the asset, ti II the stage of transfer of
funds into BSNL account is complete.
(ii) During cal l of financial bids from among the empanel led TAs for a particu lar asset, the
scope ofwork may be mod ifi ed, if req uired.
(i ii) The scope of work ofTA sha ll generally exc lude the physical technical work (survey,
demarcati on etc.) and speciali zed legal work (Legal due-di ligence, title search,
obtaining NoCs, permissions etc.) requ ired for monetizati on of the asset. If such a
requ irement arises, theTA sha ll suitably advise BSNL and BSNL may appoint separate
Consultant/ Surveyors/ Experts/ Law firms for the same. The T A shal l however ass ist
BSN L in preparation of RFP or other documents for engagement of such consultants
and also coordinate with such externa l consultant to obtain the deliverables.

5. AUCTIONING AGENCY (AA)

5.1. AUCTIONING AGENCY: The Auct ioning Agency shall normal ly be a CPSE or a
Government Organisation engaged by BSNL to dispose of immovab le assets through e-
auction in a transparent manner. However, the BoD ofBSNL shall be empowered to approve
any private agency also for conducting the auction. It sha ll however be ensured in
accordance with CYC gu idel ine no. 0 I0/VGL/035/161731 dated 12.01.2012, that the e-
Auct ion solution meets the requirements notified by Deptt. of Information Technology
(DolT) under the title " Gu idelines for comp liance to quality requ irements of e-procurement
systems", published one-governance portal: http://egovstandards.gov .in, or any other eve
guidel ine in this regard.
5.2. DIRECT AUCTION BY BSNL: BSNL may also choose to directly put up the immovable
properties for forward e-Auction through the approved portal of the Govern ment or a CPSU.
In such a case, BSNL itself will functi on as the Auctioning Agency.
5.3. FUNCTION OF THE AUCTIONING AGENCY: The auction ing agency shall dispose
the assets earmarked for monetizat ion by e-Auction through a transparent process. The fee
for provid ing auction ing services shal l be paid as mutually decided between BSNL and the
Auctioning Agency.
5.4. APPROVED AUCTIONING AGENCIES- The fo ll owing agencies are approved for
carrying out thee-Auction for moneti zation of land and bui ld ing of BSNL-
(i) Meta l Scrap Trade Corporation Limited (MSTC)
(ii) Any other agency approved by BoD of BSNL.

6. OPTIONS AVAILABLE FOR DISPOSAL OF LANDS: Considering that land of BSNL may
be leaseho ld or freehold or a cond itional Land Grant with restricted rights of occupation and use,
the following options may be explored for monetization of land in consultation with State
Government(s)/ Lessor, wherever requ ired. However, any land parcel retained by DoT/Central
Government for its own use wi ll not be consi dered for disposa l of land. Further dispo al of any land
parce l. jointly held with DoP on which l~tter has made any claims or raised any dispute, may be
considered only after taking prior permiss ion of DoT. In this background. a copy of detailed
proposa l for moneti sation prepared by circle oftice will be shared with concemed Pr. CCA/CCA
office for cross checking with their asset registers and sending a report to DoT.
6.1. FOR LEASEHOLD LANDS
( i) Leasehold land with conditions: Some Leasehold lands may have been al lotted with
specific condition that it wil l be given back to the allotting agency in case of non-
utili sation of land fo r the purpose for which it had been allotted etc. or there may be no
provision of sale in the lease agreement. For such lands, the lease agreement and the

10 ~
 rules of concerned allotting authorities may be scrutinized in deta il (if necessary through
legal counsel) and effo rt should be made to get such restrictions removed failing which
all options to use the land as a revenue generating asset may be exp lored. Some of the
options (in order of preference) may be -
a) Whether the land can be put to use for operations of BSNL, especially if using
the leasehold land resu lts in vacating of some other freehold land that ca n be
subsequently monetized.
b) Whether the land can be developed on joint venture/ PPP model where the
partner devel ops the property and BSNL can use a part of property for its
intended use.
c) Whether the land can be rented out by BSNL (with the approva l of competent
authority) without vio lati ng the cond itions of lease.
d) If none of the above options is possible and the land is only a drain on the
resources of BSNL by way of lease rent, penalty etc. then such land may be
returned to the allotting authority, after due approva l of the competent authority
in Iieu of finan cial compensation determined as per the terms and conditions of
the Lease or Land Grant Agreement.
(ii) Other Leasehold la nd: In case the terms and conditions of the Lease do not contain
any restrictive conditions regardi ng the use/ disposal of such land, and/or do not confer
any pre-emptive rights in favo ur of the State/ lesser in the event of closure of the BSNL,
the subject land may be treated akin to freehold land and dealt with in the same manner
as prescribed for the free hold land, subject to any spec ific terms and conditions of the
Lease
6.2. FOR FREEHOLD LANDS
(i) Freeho ld land is generally allotted to Centra l Govt/ BSNL by the State Government after
acqu isition or purchased by Centra l Govt./BSNL directly. There may or may not be
conditions of land use attached to such land. In case of freehold land with cond itions of
land use attached, best possible use of such land may be worked out in the Iight of the
original land-use of the land or the current land-use of the area as per the Master plan of
the loca lity. Such land can be sold on "as is where is" basis as per the permissible land
use, restrictions, FAR and other appl icable conditions.
( ii) BSNL has the fo llowing options for disposa l of such lands-
a) Direct sale to Central Govt. Department/ CPSU/ StatutOiy Bodies with the
approval of the BoD (for properties with indicative value upto Rs.l 0 crores) or
the Pres ident (for properties with indicative va lue above Rs.l 0 crores) . The
approval of Union Cabi net is not required in such case.
b) Direct sale to Registered Societies/Trusts fully contro ll ed by Govern ment of
India (Go!) with the approval of GoM constituted for reviva l of BSNLIMTNL.
The Gol contro lled Trusts/Registered Societies and other such entities should
be under the admin istrative, fin ancial and supervisory control of Government
of India.
c) Sale to other Centra l Government organi sations, State Government, State PSUs
etc. with the approval of competent authority as per extant guidelines issued by
the Government of India from time to ti me.
d) Moneti zation by sale to highest bidder th rough Pub! ic Auction through DI PAM,
for properties with indicative va lue of Rs.l 00 crores or above.
e) Monetization by sa le to highest bidder by BSNL through Public Auction under
the provi sions of thi s policy, for properties costing below Rs.l 00 crores.
Monetisation of property wi th indicative va lue more than Rs. l 0 crores and up

11
 to Rs. I 00 crores wi II be with the approva I of GoM con stituted for the reviva l of
BSNL. For any property with indicati ve value Rs.l 0 crores or less, BSNL wi ll
not requ ire approva l ofGoM and can monetise such property with the approva l
of the Board of Directors.
7. BROAD OPERATING PROCEDURE FOR MONETIZATION OF AN ASSET
This section lays down the broad procedure for monetization of an asset from ldentification
stage to the final al ienation stage. It is not intended to delineate all the procedural finer po ints
expected to be encou ntered in implementation. BSNL may issue detailed operating
instructions and additiona l guidelines for implementation of this policy under Section-8 as
and when required.

7.1. IDENTIFICATION OF ASSETS FOR MONETIZATION

(i) BSNL shall identify the assets for monetization based on fo llowing criteria -
a) The asset or the part of asset to be monetized should not be required for use of
BSNL in foreseeable future.
b) BSNL should have ownersh ip rights of the asset and the lawful right to dispose
of the same.
c) There should be no encroachment, encumbrance or legal dispute on the
prope1ty.

7.2. INDICATIVE VALUE OF THE ASSET

(i) BSNL shall get the initial va luation of property done through a reputed and com petent
asset va luer (also called Independent Val uer or IV in this policy).
(ii) The asset va luer shall carry out detailed va luation of the property, taking into
consideration the following aspects-
a) Realizable value based on covenants: The realizable market va lue of the
property may be determined, assum in g a non-d is tress sale scenario. The value
may be assessed after taki ng into accou nt any defects/ restrictions/
encum brances on the use/ lease/ sublease/ sales etc. of the prope1ties or in the
title deeds, etc.
b) NatUJ·e of ownership .-ights: Conditions of lease including conditions for its
transfer, lease rent and provisions for revision, total period of lease, remaining
period of lease, conditions for renewals etc may be considered while va luing
the prope1ty apa1t from encumbrances, if any and land usage restrictions.
c) Capital works-in-progress: Capital works-in-progress shal l be taken into
consideration for valuation of assets.
(ii i) The mechan ism for estimating the indicative va lue of the asset whi le benchmarking it
aga inst the thresho ld value of Rs.l 0 crores/ Rs.l 00 crores shal l be as under-
a) Th e in dicative va lue of land will be equal to its market va lue as approved by the
Board of Directors of BSNL, based on valuation done by an approved valuer. .
However, the indicative value shal l not be less than the circle value/gu ideline
va lue preva iling on the date of such approva l by the board.
b) The indicative value of buildings/structures shall be the depreciated va lue of
bui lding/structures as asce1tained on the basis ofCPWD gu idelines.

12
7.3. COMPETENT AUTHORITY TO APPROVE MONETIZATION OF ASSET
(i) The competent authority for monetization of assets shall be as under -
a) If the total indicative va lue of an asset as determined under 7.2(iii) above is
Rs. l 0 crores or less, it can be monetized with the approv11l of the Board of
Directors of BSNL.
b) If the total indicative val ue of an asset as determined under 7.2(iii) above is
more than Rs.l 0 crores and up to Rs. l 00 crores. it can be moneti zed with the
approva l of Group of Ministers constituted for the rev iva l of BSNLIMTN L.
c) If the tota l indicative value of an asset as determined under 7.2(i ii) above is Rs.
I 00 crores and beyond, approval ofGoM under the DIP AM mechanism will be
req uired. In such case, the provis ions of thi s policy will not apply and
monetizati on shall be done as per DIP AM guidel ines.
(i i) The competent authority for monetization of an asset once decided at the time of
approval by the Competent Authority as above, shall remain same even if the H I bid or
the final sale price goes beyond the threshold of Rs.l 0 cr/Rs.l 00 cr or vice versa.
(iii) The Board of Directors is empowered to review and mod ify the indicative price in
second or subseq uent calls of tenders/auction. For such second or subsequent calls, the
indicative value can be fixed below the ci rcle/guideline va lue also.

7.4. MODE FOR MONETIZATION OF ASSET-

(i) BSN L shall d ispose of the Im movab le Assets in a transparent man ner through onl ine e-
Auction and/or tender through the se lected Auctioning Agency. BSNL shall lay down
the detail ed process of forward e-Auction and/or tender in consu ltation with the selected
Auctioning Agency, wherever required, keeping in view the basic principles of
transparency, fa ir play, promoting competi tion and ensuri ng highest degree of integrity
and prob ity.
(ii) Instead of an auction or tender process, BSNL may d irectly offer the asset for sale to
Central Govt. Departments/ CPS Us/ Statutory Bodies and to Registered Societies/Trusts
fully controlled by Government of ind ia (Gal). In such a case-
a) The Gal controlled Trusts/Registered Soc ieties and other such entities should
be under the administrative, financ ial and supervisory control of Government
of India.
b) Asset shall generally be offered at the fai r market value assessed through an
approved va luer, with the approva l of CM D, BSNL. However, due to recorded
reasons, assets ca n also be offered at below the assessed market value but not
less than the Guidel ine value declared by the State Govern ment.
c) BSN L may also consider issuing a Eol to invi te will ingness of such Govt. ·
organizations.
d) BSNL shall obtain the Approva l of the Competent Authority as per extant
guide Iines of the Government of India before fin al transfer/a! ienation of asset.

7.5. APPOINTMENT OF TRANSACTION ADVISOR (TA)

(i) The list of iden tified properties shall be put up before the competent authority (BoD or
GaM, as the case may be) for obtaining approval for sale/transfer! al ienation.
(ii) Once the approva l of the BoD/ GaM for sa le/transfer/al ienation of a property is
obtained, action wi ll be taken for appointment of one of the empanelled TAs to take the

13 ~
 monetizati on process forward.
(iii) Either separate TA shall be appointed for each asset or the assets may be grouped into
clusters (for better manageability) and one TA can be appo inted for the cluster.
(iv) TA for the asset/cluster of assets shall be appointed through cal l of Financial Bids from
the empanelled fi rms. Separate Fi nancial Bid shall be invited for each asset I cluster of
assets. The work wi ll be awarded to the TA quoting the min imu m fees (as a percentage
of actual sale price).
(v) TheTA shall carry out the ass igned job as per the Scope of work detailed in the Financial
Bid doc um ents and Section 4 of this po licy and submit a feas ibility report to BSNL. The
feas ibility repo1t shal l broadly include (but not limited to) the fo llowing segments-
a) Proj ect brief
b) Site and location overview
c) Review of property documents
d) Developmen t contro l regulations
e) Rea l estate micro-market overview and assessment of various segments
f) Possi ble models for monetization
g) Financial analysis of various models
h) Recom mendation on preferred model and fa ir market Price.
i) Target buyers and Iist of prospective bidders.
(vi) Recommendation on M arket Price- The T A will recom mend in his report, the fair
market price above which the bid should be accepted. Different Market Price for
di fferent models can also be proposed.
(vii) For prope1ties with indicative value of upto Rs.l 0 crores, the Board of Directors of
BSNL may dispense with the requirement of appointi ng a Transaction Advisor. In such
a case, an addi tional independent valuation shall be got done through an approved
valuer. Moreover, the Board of Directors shall also decide on who will perform the other
ro les assigned to the Transaction Advisor in the po licy

7.6. FIXING OF FAIR MARKET VALUE AND R ESERVE PRICE OF ASSET-

(i) FAIR MARKET VALUE:
a) In case of rea l estate transactions, it is very challenging to pre-determ ine a
suitable price for the asset as along with the usual factors such as location, size,
market conditions, investor ava ilabil ity etc., the val ue of the asset also depends
on inclination and requi rement of individual bidders. All va luation
methodologies for Rea l Estate are based on ce1tain assumptions and therefore
hold true on ly as long as those assumptio ns are true. The true market val ue of a
real estate asset can on ly be determined through a transparen t competitive
bidd i1ig. Therefore, initially a Fair Market Value of the prope1ty will be
estimated from the following va luations-
1. Va lue of property recommended by Independent Va luer.
11. Va lue of property recommended by the Transaction Advisor.
111. Val ue(s) recommended by BSN L's Internal Comm ittee(s), if any.
b) Any other valuations done in the past can also be considered for assessment of
Fair Market Val ue. However, any va luation done more than 2 years prior to the

14
 date of assessment may be ignored or given less weightage.
(ii) RESERVE PRICE:
a) The reserve price wi ll be eq ual to Fair Market Value and shal l be the minimum
base price for bidding i.e. the bidders can submi t bids on ly above the Reserve
Price. The Reserve price shall be di sclosed to the bidders to enable them to
submit bid above it.
b) If no response is received in the Auction, it indicates that the Reserve Price is
above the fair market price. In such case, Reserve price may be lowered by 5%
or fi xed at such other value as decided by the BoD, and re-bidd ing shall be
conducted.
c) A condition shall be included in the Bid-docu ments that BSNL shall have the
right to reject any or al l bids even if they are above the Reserve Price.
7.7. APPROVAL OF MONETIZATION MODEL AND RESERVE PRICE-
(i) The Management Committee of Board (MCB) of BSNL shall suggest the appropriate
model of monetization (i.e. Sale/ Lease/ Joint deve lopment etc.), the Fair market value.
(ii) Based on the report of the Transaction Advisor, Independent Va luer, Legal Due-
Diligence, BSNL ·s internal committee(s) etc .. the case fo r monetization containing the
proposed model, fair va lue and reserve price shal l be put up for consideration ofMCB .
(iii) · l f the MCB suggest a model other than outright sa le, then the matter will not be taken
fo rward under this po licy. The Transaction advisor shall be paid the drop-dead fees, if
any, for submi ss ion of feasib ility repo1t.
(iv) lfM CB suggest the outri ght sale/tran sfer model , then it shall deliberate on the valuations
put up before it and also approve/recommend the following-
a) Recommend Fair Market Va lue of asset.
b) Recommend Reserve Price of asset for auction.
(v) After recommendation of Fair Market Value by the MCB and approval of Reserve Price
by BoD , the case will be sent to OC for vetting.
(vi) Vetting by Oversight comm ittee- After the dec ision of the MCB, the monetization
proposa l will be submitted to the OC for examination and approva l of the process
integrity.
(vii) After vetting by the OC , clearance shall be give n to the TA for preparation of RFP for
e-Auction.
7.8. BIDDING PROCESS
(i) BSN L shal l decide the detailed methodology/process for issue of NIT, pub licity, site
visits, pre-bid conference, bidding process etc., in consultation with the Auctioni ng
Agency, wherever req uired, so as to ensure highest transparency and realizing of
maxi mum value from monetization of the asset.
(i i) The RFP/Bid-Document shall contain all relevant detail s such as subm ission and refund
of EMD, bidding process, detaiIs of asset, reserve price, terms and cond itions for depos it
of sa le proceeds, timelines etc. in unambiguous terms.
( iii) The RFP/B id-document shall be approved by the CMD, BSNL and subm itted to the
Auct ioning Agency (AA) for conducting auction.
7.9. ACCEPTANCE OF BID:
(i) Only the highest valid bid (HI) shall be considered for acceptance . No negotiations shall

15 ~
 be held with the HI bidder and the bid shall be aq:epted or rejected at the quoted price.
(ii) The Board of Directors, BSNL may approve or reject the H I bid for those assets for
which the indicative value was Rs. I 0 crores or less .
(iii) If the indicative value of asset was more than Rs.l 0 crores and up to Rs. l 00 crores, the
Board of Directors of BSN L sha ll submit its recommendations for acceptance or
rejection to the Department of Telecommun ications. The DoT wil l fur1her take up the
case for decision of the GoM.
(iv) After approval of the Competent Authority (BoD or GoM, as the case may be), the Letter
of Acceptance shal l be issued to the successful bidder.
7.1 0. ALIENATION OF ASSET:
(i) The Sale deed/Transfer deed shall be executed by BSN L only after receipt of complete
sale cons ideration from the successfu l bidder.
(ii) The 'Sa le Deed'/Transfer deed shall be registered by the buyer at hi s/her own expense
and effort within the stipulated regulatory guidel ines. Appropriate suppor1 may be
provided to the successful bidder in order to successfu lly consummate the transaction.

8. ADDENDA TO TH E POLICY
8.1. This document lays down a policy fra mework and broad procedure for outright sale of
freehold land or transfer of leasehold land, below the th reshold value in BSNL. This policy
is not intended to del ineate all the procedural fine r points expected to be encountered in
implementation.
8.2. BSNL may, with the approval of CMD, issue additiona l guidelines and detai led operati ng
instruct ions for implementation of this pol icy. Such addenda may include, but not be lim ited
to -
(i) Fur1her detail ed procedures under various sections.
(i i) Detailed scope of work for TA, Legal advisor, Surveyor, Independent Valuer etc.
(iii) Methods and procedure of va luation, standard ization of parameters for va luation etc.
(iv) Model RFP/ Bidd ing documents for Auction, Empanelment/appo intment of
consultants/adv isors etc.
(v) Standard ization of various forms and prescribing formats for reports, information etc.
8.3. Any such addendum shall not be in contravention of the existing provisions of thi s po licy
read with up-to-date amendments.

9. AMENDMENTS TO THE POLICY

9.1. The Board of Directors of BSNL shall be empowered to make any amendment in this pol icy
provided that-
(i) Any such amendment is not in contravention to the Ar1icles of Association of the
Company or any order by the Govern ment.
(ii ) The matters which requi red approva l of the Govern me nt or the President before such
Amendment will continue to req ui re such approval.

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