concession agreement - nhai laning of bareilly sitapur...date vii) a 7 8 9 512-529 i annexure- xvi...
TRANSCRIPT
NATIONAL HIGHWAYS AUTHORITY OF INDIA
(Ministry of Road, Transport & Highways) Government of India
FOUR LANING OF BAREILLY-SITAPUR SECTION ON NH-24, FROM KM 262.000 TO KM 413.200 IN THE STATE
OF UTTAR PRADESH UNDER NHDP-I11 ON DESIGN, BUILD, FINANCE, OPERATE AND TRANSFER (THE
"DBFOT") BASIS
CONCESSION AGREEMENT
between
National Highways Authority of India G-5 &6, Sector- 10, Dwarka, New Delhi- 1 10075
and
BAREILLY HIGHWAYS PROJECT LIMITED 153, Okhla Industries Estate, Phase-111, New Delhi-110020
VOLUME-I1 (ANNEXURES)
JUNE 2010
CONTENTS (VOLUME - 11: ANNEXURES)
P-t I I
1 NHAI Letter No.: NHAI/BOTI1101911512008/ I 1
Page Nos. i S. No. Annexure No.
i--1 Description
NHAI Letter No.: NHAl/BOT/11019/16/2008/
1 PQ11857 dated 18-06-2009
(Invitation to the short listed Applicants for RFP)
Annexure - I
Annexure - I1
446-447
-- - I-toning of Bareilly-Sifapur section of NH-24 under NHDP Ill in the stale of Uttar Pradesh on Design, Build,
UP11692 dated 13-08-2009
(Addendum No.-I to RFP and replies to Pre Bid
466-496
497-500
501-502
503-505
506
507-509
510-511
10
F~nance Operate
448-465
Queries and Extension of Bid Due Date I)
NHAI Letter No.: NHAI/B0T/11019/15/20081 UP11714 dated 25-08-2009
(Addendum No. 2)
NHAI Letter No.: NHAI/BOTIl1019I15I2008/ UP/1260 dated 03-09-2009
(Addendum No. 3)
NHAI Letter No.: NHAI/BOT/11019/15/2008/ UP11279 dated 1 1-09-2009
(Extension of Bid Due Date 11)
NHAI Letter No.: NHAIIBOTI110 1911 5120081 UP113 10 dated 25-09-2009
(Extension of Bid Due Date 111)
Extension of Bid Due Date IV
NHAI Letter No.: NHAI/BOT/l1019/15/2008/ UP/ dated 26-10-2009
(Extension of Bid Due Date V)
NHAI Letter No.: NHAVB0T111019115120081 UP1865 1 dated 10-1 1-2009
(Extension of Bid Due Date VI)
NHAI Letter No.: NHAI/BOT/l1019/15/2008/
1
Annexure - X
Annexure - 111
Annexure - IV
Annexure - v
Annexure -
Annexure - VII
Annexure - VIII
Annexure - IX
- 4
5
6
UP18 dated 16- 1 1-2009
(Addendum No. 4 and Extension of Bid Due Date VII)
A 7
8
9
512-529
Annexure- XVI I
11
1 18 1 Annexure- XVIII
Annexure - XI
Annexure- XX L
NHAI Letter No.: NHAIIBOTII 101 911 5120081 UP110 dated 18-1 1-2009 1 530 (Clarification regarding Addendum No. 4) 1 NHAI Letter No.: NHAIIBOTll 101 911 5120081 UP/16 dated 20-1 1-2009 1 531
*.-,, , -,. *; 2 "-
~ - -
,.: \as- 4-lanmng of Barerlb-Sitapur r NHDP III m the state of Uttar Pradesh on Design, ~ u l j d . Finance, Operate and Tra
B
(Clarification to Clause 2.1 .I 4)
NHAI Letter No.: NHAL/BOT/I 101911 5120081 UP115 dated 20-1 1-2009
(Addendum No.5)
Era - Sibmost JV Letter No. Nil dated 23-1 1- 2009
(Financial Bid)
Bank Guarantee of Era-Sibmost JV and Confirmation of the Bank Guarantee by Letter No.: NDLCB:FE:SS:463 dated 15-12-2010
Joint Bidding Agreement between Era Infra Engineering Limited and OJSC Sibmost dated 26-03-201 0
NHAI Letter No.: NHAI/BOT/l1019/15/2008/ UP11 1372 dated 30-04-20 10
Letter of Award (LOA)
Era - Sibmost JV Letter No. ERA SIBMOST- JV 43/NHAI(B-S)/248 dated 01-05-201 0
(Acceptance of LOA by Era - Sibmost JV)
Board Resolution of Era dated 30-04-2010 and Sibmost dated 30-04-2010 for investment in Bareilly Highways Project Limited
Certificate of Commencement of Business and Certificate of Incorporation of the SPV (Bareilly Highways Project Limited) and Memorandum of Association and Articles of Association of SPV
532-540
541-546
547-554
555-559
560
561-562
563-566
567-610
Annexure- XXI
Annexure- XXII
.-
Letter of Era - Sibmost JV introducing the SPV and requesting NHAI to enter into the Agreement with the SPV; letter No. Era:Sibmost J V. 8 1(B-S)/2010/539 dated 04- 06-20 10
Letter of Bareilly Highways Project Limited for performing the obligations and rights of the Selected Consortium vide Letter No. Nil dated 04-06-20 10
I I I Agreement with NHAI I 1 23
/-toning of Bareilly-Sifapur section of NH-24 under NHDP 111 in the state of Uttar Pradesh on Design, Build,
finance Opzmte and Transfer (DBFOTJ basis ... 111
Annexure- XXIIJ
24
Board Resolution of Bareilly Highways Project Limited dated 11-06-2010 to for execution of the project and the execution of Concession
Annexure- XXIV
613-614
Legal Opinion from Legal Counsel Narendra Narayan Agnihotri (Letter no Nil dated 03-06- 2010)
615
qr&- yr'a~tq (13-d il.Wl?lr~me 2 1 11-2107. '(X.'iRii, , :
(h m, * T k K i ' &! ~ ~ r m f ri-l) '&?!~a; 9:-11.25Q93,i~' .!59gir.:
,National HighwaVs Authority ,,f India 9 A 2 2 3 ; 2318 , :,dS(! . 25 ,
C
(Ministry of Shipplr~y Road ii;r.?sp~;i and Highways) *-5 @ 6, h . - ! 0 , ZVW. -1% fFi;ifr-110 075
C'-5 & 6. Sector 10. DwarKa. New 0eh1-110075
Most T~x~metliate
NfI:iI/BOT/ItOf9/16/2008/;1'~) / I -5-F- Date: 18.06.2009
As per the Iist (Bidders who have been pre+ial~fied in NHAI for Bareilly-S~tapur I'roject) \
:
Sub: Prequatification of bidders and issue of RFP for four Lanu~g of Bareilly-Sitapai i
J section of NH-24 from knl 262.000 to km 413.200 in the State of Uttar Pradesh on DBFOT basis tinder NHDP ID. .
C Sir,
With reference to RFQ Applications receivsd up to 06.04.2009 and clarifications received from you, NHAI herkby announce the Iist of pre-qualified bidders for above mentioned projects as given below in accordance with RFQ document:
-- -- --- Name of Applicant !
i --A
1 1 IL & FS Transportation Networks Ltd. . I 2 1 DSC Limited ----I
2. The above pie-qualified Applicants are required to ensure continuing co~npliance to the provisions of clause 2.2.1 of RFQ. Please note that the provisions of the RFQ shall apply mutatis-rnutandis to this announcement regarding list of pre-qualified bidders.
- 3
5 6
3. Bid Stage: The above pre-qualified bidders are n ~ w ' e l i ~ i b l e for participation in the second stage of the bidding process ("the Bid Stage") and sale of RFP in this regard shall commence w.e.f. 18.06.2009 for "Bareil!y-Sitapur section of NH-24" with last date of submission of BOT Bid as 17.05.2009. The Bidding do cum en:^ f r the Project will be providcd to every eligible Yi&er on pa>-iasni or Rs 2.00,OOOi- ( R s two l a i h ollly) for prqject and therefore the same may be collcr~ed fi-on1 the address given brlo~v:
- # -
: .; Q
D:??? 9.: F:???: - .- -. -
PNC - SREI - Galfar Consottiurn ----I
4L3?.4 - Sibmost (JV) SOMA Enterprises Ltd. Oriental Structural Engineers Pvt. Ltd.
d I . 7 -1 NCC - VIL
&I#- Pravin K u m ~ r Das General Manager (DO1 -JIB) National tIighway Author- i~ of India, C-S&6, Sector, 10, Dwar-]in Nen Delhi-110075 !:AS R'O:011-25074100 (Ext . 1307) E-MAIL ADDRESS: plidaskinhai.org
1. The requirement of clause 2 1: and other rjllet,ar;r clai~ses of RFP regarding submissioil of hid need to be followrtl carefUIly and any mistake ill this regard would resuit in declaring the bidder non responsivr and bid security of non responsive bidder may fortified as per c la~se 2.20.7 of RFP.
- . 'ih) /:% i ; i .. ... $I.,.> .: '>
. J . (P'rvin Xu'inar Das)
General Manager (B0T)-IIB
qrm .e~ ~qq-q-pfi f l ~ q p 1 r n 0 . s 91 l l -2ro74~mrzso7rmo
( d m ~ , T t 3 5 ~ ~ V 7 U P f T i T F i J 4 ) h I Fax 91 11 25093507 1 25093514
National Highways Authority of India IExtn 2223 2318 2466 2553
(Mtnistry of Sh~pplng, Road Transport and H~ghways) a - 5 6 , *-lo, BTJ?W, ~~110 075 G-5 8 6, Sector-10, Dwarka, New Delhi-110075
N H A I / B O T / ~ ~ O ~ ~ / ~ ~ / ~ O O ~ / U P ~ Id72
Most Immediate
Date: 13.08.2009
To As per the list
* (Pre-qualified Bidders who have purchased RFP documents for Bareilly-Sitapur project)
Sub: 4-laning of Bareilly-Sitapur section of NH-24 under NHDP 111 in the State of '
Uttar Pradesh on Design, Build, Finance, Operate and Transfer (DBFOT) basis - Addendum reg.
* Sir, Please refer to your letters forwarding therewith queries on the bid documents and
pre-bid meeting held on 22.07.2009 for the work mentioned above.
2. The DCA (Volume 11) and Schedules (Volume 111) of bid documents for Bareilly- Sitapur project have been revised as per new MCA (as desired by PPPAC during approval of this project and in light of queries raised by bidders in pre-bid meeting) which are enclosed herewith being an integral part of RFP in place of earlier issued DCA (Volume 11) and Schedules (Volume 111). Bidders are therefore, required to consider the revised DCA and Schedules before submission of their BOT bid proposals.
3. The necessary amendments to the RFP (Volume I) as per replies given to the pre-bid queries have been made and incorporated in the bid document through issuance of Addendum which is enclosed herewith being an integral part of RFP. Bidders are therefore, required to consider the Addendum also before submission of their BOT bid proposals.
tr 4. All the changes suggested in queries which are not included in the addendum may be treated as unacceptable. The replies to the pre-bid queries are also enclosed herewith for your reference.
5. We hereby invite you to submit the BOT bids for Bareilly-Sitapur Section of NH-24. Though DCA & Schedules have been revised without changing the scope of work however, -. .
bidders may discuss the issues with undersigned to get the clarifications if any within 15 days from issue of addendum.
6. The last date for submission of BOT bid for the project mentioned above has already been extended as 14.09.2009.
Yours faithfully, Encl: (i) Addendum at Annexure '1'.
(ii) Revised DCA(Vo1ume 11) and Schedules (Volume-111) at Appendix '11' and '111'.
(iii) Replies to pre-bid queries at Annexure 'II'. mq (Shrawan Kumar Sin&)
Deputy ~ e n l r a l Manager (BOT)-rn
&as L ,
.
National Highways Authority of India Request for Proposal -Bid Document
4-LANING OF BAREILLY-SITAPUR SECTION OF NH-24 UNDER NHDP I11 IN THE STATE OF UTTAR PRADESH ON DESIGN, BUILD, FINANCE, OPERATE AND TRANSFER (DBFOT) BASIS
Addendum
Contents
S.No.
1
2
3
Particulars
Addendum for RFP Volume I (Instruction to Bidders)
Revised Volume I1 (Draft Concession Agreement)
Revised Volume 111 (Schedules)
-
Page No.
1-2
Appendix I1
Appendix I11
National Highways Authority of India Request for Proposal -Bid Document
VOLUME I: INSTRUCTIONS TO THE BIDDERS
1. Clause 1.2, Brief description of Bidding Process, (Page 3 of 40): The starting 2 lines of para 1.2.4 shall be read as given below:
"A Bidder is required to deposit, along with its Bid, a bid security for Rs. 20.46 crore (the "Bid Security"), refundable not later than 60 days from the Bid Due Date except in the case of the 1owestBidder"
In stead of
"A Bidder is required to deposit, along with its Bid, a bid security for Rs. 20.48 crore (the "Bid Security"), refundable not later than 60 days from the Bid Due Date except in the case of the 1owestBiddef'
2. Clause 2.1, General terms of Bidding, (Page 5 of 40): The starting 2 lines of para 2.1.7 shall be read as given below:
"The Bidder shall deposit a Bid Security equivalent to Rs. 20.46 crore (Rupees twenty crore and fourty six lakh) in accordance with the provisions of this RFP."
In stead of
"The Bidder shall deposit a Bid Security equivalent to Rs. 20.48 crore (Rupees twenty crore and fourty eight lakh) in accordance with the provisionsof this RFP."
+
3. Para 1.3, Schedule of Bidding process, (page 10 of 40): The table for Schedule of
bidding process shall be read as given below : ,I
Natimal Highways Authority of India Request for Proposal - Bid Document
Instead of I ,
4. Clause 2.1.8, (Page 12 of 48): para 2.1.8 shall be read as given below:
"The validity period of the Bank Guarantee or Demand Draft, as the case may be, shall not be less than 180 days fiom the Bid Due Date, and may be extended by the Bidder fiom time to time. The Bid shall be summarily rejected if it is not accompanied by the Bid Security. The Bid Security shall be refundable not later than 60 days from the Bid Due Date except in the case of the lowest Bidder".
Instead of
"The validity period of the Bank Guarantee or Demand Draft, as the case may be, shall not be less than I
120 days from the Bid Due Date, and may be extended by the Bidder from time to time. The Bid shall be summarily rejected if it is not accompanied by the Bid Security. The Bid Security shall be refundable not later than 30 days from the Bid Due Date except in the case of the lowest Bidder".
5. Clause 2.1.14, (Page 6 of 40): Para (i) shall be read as given below:
"such Bidder (or any constituent thereof) and any other Bidder (or any constituent thereof) have common controlling shareholders or other ownership interest; provided that this qualification shall not apply in cases where the direct or indirect shareholding in a Bidder or a constituent thereof in the other Bidder(s) (or any of its constituents) is less than 5% of its paid up and subscribed capital; or"
Instead of:
"such Bidder (or any constituent thereof) and any other Bidder (or any constituent thereof) have common controlling shareholders or other ownership interest; provided that this qualification shall not apply in cases where the direct or indirect shareholding in a Bidder or a constituent - - thereof in the other Bidder(s) (or any.of tg~onsti tuents) is less than 1% of its paid up and subscribed capital; or" * .) ---n \II!'Sd3\
' F ,+---.. < C
I: . . , r . - , + 5 j .&$f$ . C
I 1 .-q
National Hlghways Authonfy of India Request for Proposal -Bid Document
VOLUME 11: DRAFT CONCESSION AGREEMENT
The Volume I1 (Draft Concession Agreement) issued earlier with RFP stands modified and Revised Volume I1 (Draft Concession Agreement) is enclosed herewith as Appendix 11.
National Highways Authority of India Request for Proposal - Bid Document
VOLUME 111: SCHEDULES
The Volume I11 (Schedules) issued earlier with RFP stands modified and Revised Volume 111 (Schedules) is enclosed herewith as Appendix III.
Four Lanine of Bareilly-Sitapur section of National Hiphwavs - 24 on DBFO under NHDP Phase-I11 in the State of Uttar Pradesh
REPLY TO OUERIES
In the pre-bid meeting held on 22.07.2009, the queries have been made on a number of issues which already stand clarified in the revised RFP including the Draft Concession Agreement and schedules which is being issued herewith. For the purpose of clarity, the following is further clarified in a general manner:
(i) There shall be no change in Draft Concession Agreement (RFP Volume-I1 and Volume - 111) accept the Addendum/clarification issued herewith.
(ii) In replies to all queries emanating from DPR, it is stated that the information furnished in DPR is only for guidance of the bidders. NHAI does not take any responsibility for the correctness or otherwise all the information given in the DPR. Bidders may please note that DPR shall not become part of the concession agreement.
The specific issues referred to by the participants to the pre-bid have however been identified and replied to as under:
RFP Volume 1: Instruction To Bidders I . I I
No. I
Clause 1.2.4 "A Bidder is required to deposit, along with its Bid, a bid security for Rs. 20.48 crores ............ shall be summarily rejected if it is not accompanied by the Bid Security."
Queries
We understand that bid security indicates the seriousness of the bidders towards the Project, request you to reduce the bid security amount to 1% of the Project Cost in order to improve the cash flows of the Project. Clause 1.2.4 is contradictory with Clause 2.1.8 as the bid security validity period specified in both the clauses is 180 days and 120 days respectively.
20.46 Crore. Please refer addendum and revised DCA.
The validity period of bid security is 180 days including 60 days of claim period. Please refer
1 No. I Clause 1 Queries I Reply I / 2
1
i
2.1.14 (i) "such Bidder (or any constituent thereof) and any other Bidder (or any constituent thereof) have common controlling shareholders or other ownership interest; provided that this qualification shall not apply in cases where the direct or indirect shareholding in a Bidder or a constituent thereof in the other Bidder(s) (or any of its constituents) is less than 1% of its paid up and subscribed capital."
Pleaseconfirm. I
In current market situations wherein company are being taken over/ acquired, one company/ funds controlled by one company is taking a equity positions in another company, there is every possibility that one or more bidders have more than 1% common shareholders but do not have any control shareholding. The clause related to conflict of interest should be deleted. Alternatively, the direct1 indirect equity shareholding should be increased to 26% as any companylfund can have control in the other company only of its shareholding is more than or equal to 26%.
No change. However the I% common shareholders is replaced
/ with 5% in accordance with RFQ. Please refer addendum.
Reply
Yes. Please refer clause 2.1 of revised DCA.
No change
Nochange
FWP Volume 11: Draf t Concession Aereements
-1 - I
53
Queries
We presume that the scope of work is defined in Schedule B and Schedule C only. Schedule D shall be referred only for Specificationsl Standards and shall not form part of scope of work. Kindly clarify.
The Applicable Permits listed in Schedule E should be required to be obtained during the course of construction of the Project.
Obtaining all Applicable Permits on or before Appointed Date cannot be made mandatory as a Condition Precedent. Damage for delay in fulfillment of Condition Precedent by Authority i.e. 0.1% of performance security for each day of delay is not sufficient considering that any delay in commencement of Construction activities have direct bearing on IDC as well as escalation of material which may be huge in comparison to the damage payable by Authority. Authority should compensate the Concessionaire for increase of Project Cost.
Clause
DCA, Page 20, Clause 2.1, Scope of the Project
(a) construction of the Project Highway on the Site set forth in Schedule-A and as specified in Schedule-B together with provision of Project Facilities as specified in Schedule-C, and in conformity with the Specifications and Standards set forth in Schedule-D DCA, Page 13, Clause 4.1.3.d
Procured all the Applicable permits specified under Schedule E.. . ..are in full force and effect
DCA, Page 14, Clause 4.2, Damages for delay by the Authority In the event that the Authority does not procure fulfilment.. . .subject to a maximum of 20% of the Performance Security
No.
1
1
I I
2
I
--
J,
3
Reply 1 No. 1 Clause
4
Queries
DCA, Page 30, Clause 6.1
1
to.. . . . . . . . . . . . . . . . . . . . . . . . . . . by the Concessionaire on or about the Site pursuant hereto in the event of Termination or otherwise."
3 (A) notification under process.
Obligation of Authority
Request Authority to allow Concessionaire to cany out design and construction during the Development Period at Concessionaire's cost
5
I and expense.
DCA, Page 40, Clause 10.3.2
"Without prejudice to the provisions of Clause 10.3.1, the Parties hereto agree that on or prior to the Appointed Date, the
ROW to Concessionaire within stipulated time period.
Under this clause, Authority to specifically mention the handing over of unencumbered
The design of project highway may be taken up during Development Period.
DCA, Page 39, Clause 10.2.1
"The Authority hereby grants
Request Authority to provide current land acquisition status for the Project Highway. And, also request Authority to provide balance land delivery schedule for the Project as it is required to be submitted to the Lender's during the Financial Close stage.
Please refer article 10 regarding ROW.
Authority shall have granted vacant access and Right of Way Authority should also specify a reasonable time such that the Appendix shall not period beyond 90 days as per clause no. 10.3.4 include more than 20% (fifty for handing over of the balance land percent) the total area of the Site required and If the authority is not able to hand over the necessary ................ Right of Way, balance part of the land within the reasonable the Authority shall be liable to time period (to be specified by Authority) then payment of Damages under and in construction work on that part of the land accordance with the provisions of should not affect the completion/ substantial Clause 4.2". certificate. Alternatively - Apart from the
compensation/damages Schedule completion
Clause
DCA, Page 40, Clause 10.3.4Tht Authority shall make bes efforts.. .Right of Way is procured
DCA, Page 44, Clause 11.1
"Notwithstanding anything to the contrary.. . .. ..Authority shall, upon written reauest from the Concessionaire, initiate and undertake at the Concessionaire's cost, legal proceedings for acquisition of any right of way necessary for such diversion." DCA, Page 44, Clause 11.2 Shifting of Obstructing utilities The Concessionaire shall, subject :o Applicable Laws and with issistance of the Authority, lndertake shifting of any utility
Queries
damages for delay in handing over of land aftel 90 days of appointed date as mentioned ir clause 10.3.4 cannot be cornoared with tht bonus due to early completion of project Damage for delay in providing and Grant tht ~ i ~ h t - o f Way by ~ " t h o r i f i e ~ o n d 90 days from the appointed date which is Rs. 50 pel IOOOsqm for each day of delay is not sufficient considering that any delay in commencemenl of Construction activities have direct bearing on IDC as well as escalation of material which may be huge in comparison to the damage payable by AuthorityAuthority should compensate the Concessionaire for increase of Project Cost
Concessionaire shall assist the agency for construction of such diversion by deploying his resources. However, since such diversion shall be needed for the shifting of utilities, which is the responsibility of Authority only and as such the cost of diversionlland acquisition including legal proceedings shall be borne by authority
4s per clause 11.2 Concessionaire is .esponsible for shifting of Utilities and the Cost ~f such shifting shall be borne by the Authority. 4owever the Estimates by the service deptt for ;uch works are prepared on old SOR's which we generally not workable. Moreover
NO change
No change
2oncessionaire has to pursue the matter :oncemed department with best efforts W.41 will provide administrative suppol :xpedite the early preparation and submissic :stimates.
including electric lines, water pipes and telephone cables ...................... failure is a direct consequence of delay on the part of the entity owning such electric lines, water pipes or telephone cables, as the case may
preparation of Estimate by the Deptt , its internal sanction and Approval from the Authority takes a lot of time and is the main reason for delay of any Project and Arbitrations thereon. Smooth and faster Solution is required for this activity which shall be benificial to the Concessionaire as well as Authority.
Reply Queries 1 NO.
restored forthwith. 1- I 1 / DCA. Page 45. Clause 11.4 / Authoritv is in better position to obtain the 1 No change
Clause
be. DCA, Page 44, Clause 11.3.1
The Concessionaire shall allow, subject to such conditions as the Authority.. ...... accordance with this Agreement and any damage caused by such use shall be
- I 1
- Felling of Trees:
- I necessary approval being a Govt. Organization. The Authority shall assist the However Concessionaire can assist the concessionairk in obtaining the Applicable Permits for felling of trees to be identified by the Authority ................................................ on the construction, operation or maintenance of the Project Highway. The cost of such felling shall be borne by the Authority, and in the event of any
Clause is ambiguous. Since there i s no agreement between the user (most of the users are Govt. Organizations) and a concessionaire for the particular utilities it is requested that the Authority shall pay the compensation/ damages to the concessionaire. However, the Authority can get it reimburse from the user.
Authority in all possible manners for the same.
No change
We presume that the w s t of felling of trees shall include desposal of the same and handing over of the trees to forest department1 Authority and cost of the same shall be borne by Authority.
Please Clarify
13 / DCA, Page 48, Clause 12.7 I
Reply Clause
that the felled trees shall be deemed to be owned by the Authority and shall be disposed in such manner and subject to such conditions as the Authority may in its sole discretion deem appropriate.
12
The Authority shall, at any time I after the 8th annivers ary.... in accordance with the provisions of this Agreement
Queries
DCA, Page 47, Clause 12.3.e
No review andlor observation of the Independent Engineer.. ..the Authority be liable for the same in any manner
I
"Notwithstanding anything to the contrary contained in Clauses 16.2 and 16.3, the ... . .. . . . .. . . . ...... in the bidding process and its bid does not exceed the first ranked bid by more than 10% (ten percent) thereof."
I
Concessionaire should not be liable and should not be made responsible for any defectlfailure in any part of the Road occurring due to changes suggested by the Independent Engineer against the wishes of Concessionaire
14
Authority should delete this clause, as the Concessionaire will not have any control over the quality of work undertaken through third party. Alternatively, the maintenance of Service Lanes should be paid as per the mutually agreed price by Parties. This clause needs to be deleted as it is in the interest of both the Concessionaire and the Authority to get the works associated with Change of Scope to be done through the Concessionaire.
DCA, Page 58, Clause 16.5.1
No change. Please refer revised DCA.
No change
No change
Reply 1 NO. 1 Clause
15
DCA, Page 107, Clause 35.3
Queries
16
In the event that a material default or breach of this Agreement set forth in Clause 35.2 causes delay in achieving COD, the Authority shall, in addition to payment of compensation under Clause 35.2, extend the Concession Period, such extension being equal in duration to the period by which COD was delayed.
DCA, Page 62, Clause 17.4.l(e)
Intervals at which the Concessionaire shall cany out periodic maintenance.
Authority should delete the scope of Round the clock patrolling either for Department of Police or Concessionaire.
DCA, Clause 20 & 21
This clause needs to be deleted, as the periodic maintenance, is required to be undertaken based on the performance standards defined in Schedule K.
In the event that a material default or breach of this Agreement set forth in Clause 35.2 causes delay, the Authority shall, in addition to payment of compensation under Clause 35.2, extend scheduled four laning date by a suitable
No change
Authority should provide cap for the recurring expenses on Police assistance and Medical assistance.
Since COD is not a fixed date, it is impossible to assess the period of delay in achieving COD. Therefore the clause may be revised as follows:
time period due to above delay.
No change
i
No change
18
I
DCA, Page 114, Clause 37.2.1
Termination for Authority Default
Authority to include delay in handing over of 100% hindrance free land within 90 days of appointed date under Authority event of default.
No change
r NO. 1 Clause Queries Reply 1 I DCA, Page 114, Clause 37.3.1
Upon Termination on account of a Concessionaire Default during the Operation Period, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to 90% (ninety per cent) .......................... acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD.
Request Authority to provide Termination payment on account of Concessionaire Event of Default during the Construction Period as part or substantial part of the Project Assets shall be created based on the funding provided by the Lenders.
No change
Volume 111 Schedules:
Schedule B, Appendix BIX & Appendix BX Page -B-20 & B-22 Details of proposed Vehicular Underpasses and Details of PedestrianICattle Underpasses
A. Construction of New c": 1 Major Bridges -Q I
Reply
Details of earthen shoulder shall be obtained by bidders as per their own assessment/study. However, the soft copy DPR (being provided with Bid documents) may be referred for
Schedule B, Appendix BXI, Page B-23 A. Construction of New Major Bridges
Queries
Please provide the width of the existing earthen shoulder as the same is not mentioned in schedule A.
No.
1 I i
I
Schedule B, Appendix BXIII, Page B-28 Table B 3 Reconstruction scheme for Culverts and Proposed New Culverts
Clause
Schedule A, Annexure-I, 3. Carriageway
I reference only. At the end of both appendices it is written that I In case of shifting of VUP & PUP locations,
The proposed span arrangement of structure no. 32615 and 32711 do not match with that of existing as given at para 4 Major Bridges of Annexure I of Schedule A.
proposed locations are tentative and shall be finalized by the concessionaire by site condition in consultation with IE and PD. In such cases we presume that the compulsion of para 4.2 of Annexure -I of Schedule B (page B-3) of achieving minimum FRL given in drawing in Appendix BlI shall not hold good. Please clarify.
Please clarify Table contains terminology "as it is". We presume that the meaning is "existing structure is to be retained and new 2-lane structure as per proposed span is to be constructed".
FRL for the respective location shall be as per design requirement in compliance with schedule - D.
For major bridge, please refer schedule BXI of revised DCA and schedules. 1
We presume that the proposal provided in the Concessionaire has to fulfill the requirements of schedules are indicative only and the schedule B in compliance with schedule D. concessionaire has right to provide its own Please refer clause 1.12 of IRC manual in this proposal for all structures being a DBFOT project. regard,
revised DCA and schedules.
No. -
7
- 8
- 9
- 10
- I I
- 12
- 13
Clause
Schedule B, Appendix B X N , Page B-41 A. Details of Proposed ROBJRUB
Schedule B
Schedule B
Schedule B
Schedule B
Schedule B
Schedule - C
Schedule - C
Schedule C, Annexure - I 1. Description of Project Tacilities 'b) Road side Furniture
c) Street Lighting d) Pedestrian Facilities e) Land Scaaina and Tree 'lantation I) Vehicle rescue ~ o s t
Queries
The total width proposal of Sitapur ROB at 407+600 do not match with that of existing width as given at para 5 Railway Over Bridges of Annexure I of Schedule A. Please clarify Kindly clarify whether 4 lane major bridges is to be constkted by dismantling-of existing 2 lane bridge or by widening of 2 lane bridge. Kindly clarify the exact chainage of major bridges 28911 and 32711 Kindly clarify whether 4 lane minor bridge is to be constructed by dismantling of existing 2 lane bridge or by widening of 2 lane bridge. Kindly clarify the exact chainages of minor bridges 28511 and 29612 Kindly clarify the exact chainages of culverts
Toll plaza
Highway lighting
In each of the para at b, c, d, e and I references of Section 11, para 13.3 of section 13, para 13.2 of section 13, Section 12 and para 13.9 of section 13 of the Manual of Specifications and Standads are mentioned. But the Manual of Specifications and Standards for 4-laning /6-laning of National Highways through PPP does not contain any of the ~bove sections. Please clarify.
Refer Appendix A-VII (e) and schedule BXIV of revised DCA and schedules.
For major bridge refer schedule B, Appendix BXI
For major bridge refer schedule B, Appendix B XI. Drawing is for reference only. For minor bridge refer schedule B, Appendix BXII
For minor bridge refer schedule B, Appendix 9x11. Drawing is for reference only. Refer schedule B, Appendix BXIII for culverts.
Toll plaza shall be designed as per Schedule - D Highway lighting shall be as per schedule - D
Please refer schedule D of revised DCA vide which IRC manual has to be adopted.
1 1 Fee Notification can be collected for the same separately, is it project. a~~ l i cab l e for this project.
No.
16
i 17
18 MSA calculation I
Queries
Considering that the mobiles are nowdays common
Clause
Schedule C, Annexure - I 2. Description of Project Facilities
I
, 20 Pavement design
Reply
No change
(m) Telecom System Schedule R, Page R - 1 of 2
. -
piease Clarify Since MSA and the minimum crust is not mentioned anywhere in the document, we presume that the traffic shall be adopted as per traffic studies conducted by concessionaire and the pavement shall be designed accordingly, please confirm. Kindly clarify whether stage construction shall be allowed for the pavement. For strengthening of existing carriageway can the concessionaire adopt IRC 81-1997 irrespective of new design. Can the Concessionaire design the pavement based
in use and practical difficulties in maintenance of the facility, deletion of Telecom System from /
Please refer clause 5.5 of IRC manual. However, Pavement shall be designed for 112 MSA or as per traffic studies conducted by concessionaire, whichever is higher. t
Project ~acilities shall be considered. As per the Recent Toll Notifications if the capital cost of bridge or bypass is more than 10 crores, fee
Please refer clause 5.4 of IRC manual. !
The fee notification published by Govt. of India dated 5.12.2008 shall be applicable for this
I
I As per IRC Manual. 1 I .. -. I - *
XI 1 22 / Forest Land 1 I
- 1 1 on AASHTO instead of IRC.-
Imported Machinery
\.
Railway department. I Authority. What are the clearances required from forest I Forest clearance for protected/reserved forest along
2 1 / GAD of ROB1 RUB I Kindly inform status of GAD and its approval from I The GAD has been submitted to Railways
denartment and what is the status of a ~ ~ r o v a l of the I the project highway is required for which proposals / -. r - ~ - ---- - ~ . .
same if any. Please Confirm. I have already been submitted to Forest Department. Please clarify whether the excise exemption shall 1 Please refer the latest norms of Central be granted to the concessionaire or not. in this regard. If applicable as per Government
norms, the concessionaire who is also the EPC 1 i I I contractor of this project, may be eligible for the I i same. 1 24 1 Status of Land I Kindly inform the status of Land acquisition 1 3 (A) notifications under process.
- - ,f f i j q ip,,.. r i - 1 1 . 2 s o i . 0 0 1 2 ~ r 4 ~ ~
( d m ~ , V 3 T v R W f a 7 S h i + n W ) '%ffi /Fax 91-11-25093507 1 25093514
National Highways Authority of India m. 2223 ' 2318 ' ' 2553 (Ministry of Shipping, Road Transport and Highways) *-5 6, $lT77-10. ZTWT, 4 f?Z%-110 075 Most Immediate G-5 8 6, Sector-10. Dwarka, New Delhi-110075
NI-IAI/BOT/11019/15/2008/UP [[7(4 Date:25.08.2009
To As per the list (Pre-qualified Bidders who have purchased RFP documents for Bareilly-Sitapur project)
Sub: 4-laning of Bareilly-Sitapur section of NH-24 under NHDP I11 in the State of Uttar Pradesh on Design, Build, Finance, Operate and Transfer (DBFOT) basis - Addendum reg.
C
Slr, In continuation to NHAI's letter dated 13 08 2009 issuing therewith addendum
including revised. DCA and Schedules for Bareilly-Sitapur project, the following pages/information are' enclosed herewith (misslng in the Schedules) which shall also be treated as integral part of RFP:
(i) Page 43 of Schedule B, Appendix B xiv, details of proposed ROB (Annexure-A). (ii) Annexure-I of Schedule H, list of drawings (Annexure B) (iii) Copy of fee notificatio~ published vide SO-838 (E) dated 05.12.2008 which shall
be adopted for toll rates (Annexure C)
Encl As above. bg2 L (Pravi
General Manager (B0T)-IIB ,- . * :.. .'& :;,;;.
C-: / .I
I.. . , - I - .
, - *. . 1: ,'if
i ' . <. . .*. .. .f \ > < . , .. ~, . # ,.:.-. .> :;, 5;- .. _A
A h ~ y h - A R;.<t~rasl /o~ Proposirl Rid Uocu~nenls
t ' o / t~~ !~e - / l l Sch?a'i,/ps - - -. . - --
A p p e l ~ d i s BXIC' A. Details of Proposed KORIRIJB
~p
Page B 43 P o u r / S ~ x 1.aningof Baie~lly - S I ~ A ] > U I Section of NI 1 - 21 f~oin k ~ l i 262 Oil0 to h r r 413.200 1 1 1 tlir Slake of Uii;\r Prnclnsh u i i d c i NFillT' Phace 111 ( I ol \' G~-otip - F, PacL~y,t~h!o. NH1)P - l I I /L)l .S/ l I ) < > I > ROT l i az i s
." "I ij
d
2
1
2
3
4
t 0 .- * n 0 c d
Fatheganj Purvl
Am~rpur
Rauza
S~tapur
F3
2 . P
ROB
--
. ai
. = S W S ? L C M
z s n s , .9 'C .E: ' - m u 0
U U
289 660 1 290 610
2 g 0 ';
5 E U
Fatheganj Purvi
ROB
ROB
ROB
4-Lane
4-Lane
2-Lane
2 . 5 a * - m u
* Z
Crossing pp
398 130 1403 38
334 475
407 660 1413 04
Glrder & Slab
Girder & Slab
Oirder & Slab
c 0
g ¶ z
e z c r . Z z
:,-g u
4 - ~ a n e
Amirpur
Rauza Bypass
Sltapur
3x31111
1x24m
1x29111
Level Crossing
ROB
ROB
ai
z -" r. m a i 0'
et r .3
& 2 5;
Girder &'lab
21.2111
21 2 m
12 mt9111
g - E ; 9 E z~ 8 .
L E i : (2
31m)+ (lx421n)
c. O t 9 a -0 u
.S - 5 CI n Y i 0 2 b -
21 2 m
.i?Yl:x-I (Schetl~rle-13)
I. is1 o/ Ijrclwings PART -A : Drawings for Four - Laning
1 . I'he Project Highway drawings, as dsfined in Clause 1. I, Definitions, Article 1, Definitions and Interpretation, Part-I : Preliminary, of the Concession Agreement shall consist:
(a) Working Drawings of all the componentsielernents of the Project Highway as approved by Independent Engineer, and
(b) As-built drawings for the Project Highway co~nponents/elements as approved by IE As-built drawings shall be duly certified by Independent Engineer.
2 .'I hroad list of the drawings of tile various components!elements of the Project Highway and project facilities requi~ed to bz subniitted by rile Concessionaire is g i ~ e n below:
(a) Drawings of horizontal alignment, vertical profile and cross sections
(b) Drawings of cross drainage works (Bridges & Culverts)
(c) Drawings of interchanges, major & ln~nor ~nte~sections, grade separators, underpasses and ROB'S
(d) Drawlngs of toll plaza layout, toll collection systems, building and roadway near toll plaza
(e) Drawings of Control Centre
(f) Drawings of bus-bay and bus shelters with furniture and drainage system
(g) Drawing of a truck parking lay bye with furniture and drainage system
(11) Drawings of road furniture items including traffic signage, markings, safety barriers, etc..
(1) Drdwlngs of traffic d ive~s~on plans and traffic control measures
Q) Drawings of road dl-ainage measures
(k) Drawings of typical details slope protection measures
(I) Drawings of landscaping and horticulture
( ~ n ) Draw~ngs of pedestrlanlcattle crossings
(11) Il~awlngs of strect l~ght~nglH~[;h\+ay lighting
to) Gcne~ai 2:nangelncnt of Udse camp and Admin~strat~ve Block
hr r &he Gazette 3TmlTw o f &dia Orm 11-WB 3-59-WG (i)
PART U-Scctiun 3--Suh-neetion (i)
* f - PGBLISHED BY AUTHORI'rY
-- - -. -. - ~
-- ~ -- -- -- .- - .. - - -- 641) T$ f$&,?Jj?Xl7,& S , 2 0 0 8 / ~ 14, 1930
No. (41) NEW DEI-HI, FRIDAY, DECEMBER 5, WAGRAlfAYAN.4 14,1930 ~- -- - - -. - . - -- . a -. . - .- - -. - .- - - -- -. . . - - - -- ----
2 - - -- -- -- THE GAZETCE OF INDIA EXTRAORDINARY I I - I 1(11 -- --
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1 T I E GMETTE OF INDIA. EXTR;\OKDIN:\RY -- - .- ---=-=-.---.. - \ \ ' , , \ \I \I..~Sl, :\I)\ .~ .- .~ - . . .~
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6 -- THE GAZETTE OF IWIA EXTRAORDINARY I I - ?(I)] - - - . - . - -. - . -
8 THE GAZETTE OF INiX2!,4 EXTRAORDINARY - l P i t ~ ~ I l - S ~ - - - i ~
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[PAN~ Il-Sr.r.. 3(i)J -
(2) ~ ~ 9 m ~ * m m a p R ; T V F i i t f Z t f t * m b t *
~ ~ * b i j T t t * ~ 3 i 3 1 ; R 3 t t i P I T ; R V m ~ ~ m ~ ~
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14 THE GAZETTE OF lNDlA EXTRAORDINARY [I',\uI 11-:! I 3(1)1 --- - - - -
MlNlSTRY OF SHIPPING, ROAD TRANSPORT AND HIGHWAYS (Department of Road Transport and Highways)
NOTIFICATION
New Delh~, the 5th December, 2008
G.S.R. 838(E).-In exercise of the powers conferred by section 9 of the National Highways
Act, 1956 (48 of 1956) and in supersession of the National H~ghways (Temporary
Bridges) Rules, 1964, the National Highways (Collection of Fees by any person for the
use of Section of National HighwaysPermanent BridgeRemporary Bridge on National
Highways) Rules, 1997, the National Hjghways (Fees for the Use of National
Highways Section and Permanent Bridge - Public Funded hoject) Rules, 1997 and the
National Highways (Rate of Fees) Rules, 1997, except as respects things done or
omitted to be done bfore such supersession, the Central Government hereby makes the
following rules for ~ollection of fee'for use of sections of national highways, permanent
bridges, bypasses and tunnels, namely:-
1. Shmt title and commencement. - (1) These rules may be called the
National Highways Fee (Determination of Rates and Collection) Rules, 2008.
(2) They shall come into force on the date of their publication in the Official
Gazette.
' (3) They shall not apply to agreements and contracts executed and bids invited prior
to the publication of these rules.
2. Definitions.- (1)'ln these rules, unless the context otherwise requires,-
(a) "Act" means the National Highways Act, 1956;
(b) ''base yearn means the period from 1" April 2007 to 3 1" March 2008; (c) “bypassn means a section of the national highway bypassing a town or I
city;
(d) ''concessionairen means a person with whom an agreement has been
- entered into under section 8A of the Act;- - - - -
(e) "elevated highway" means any section of national highway raised
above ground level through support of piers or columns;
( f ) "executing authority" means an officer or authority notified by the
Central Government under section 5 of the Act; . "expresswayn means a national highway having a divided carriageway
suitable for high speed traffic and with control of access;
"financial year" means the ).ear commencing on the Is' day of April of
a year and ending on 3:15' day of March of the succeeding year; ."I 0
* i ... '. i? . ,,.
[arII-='= 3(1)3 rlRil?lilm:mm -- - . I S
(i) "'gross vehicle weight" in respect of any vehicle means the total weight
of the vehicle and load certified and registered by the registering
authority as permissible for that vehicle under the Motor Vehicles Act,
1988 (59 of 1988);
(i) "lane" means a lane forming part of the main carriageway and having a
minimum width of three meters and fifty centimeters;
(k) "mechanical vehicle" means any vehicle driven under its own power
including a motor vehicle as defined under the Motor Vehicles
Act, 1988;
(1) "notification" means a notification published in the Official Gazette;
(m) "private investment project* means a project relating to section of
national highway, permanent bridge, bypass or tunnel, as the case may
be. for which an agreement is entered into with a concessionaire; '
(n) "public funded project" means a project which is not a private
in~estment project, as defined in clause (m) above and includes a
private investment project in respect of which the agreement has
expired;
(0) "toll plaza" means any building, structure or booth made for co!lection
of fee.
(2) Words and expressions used herein and not defined but defined in the National
Highways Authority of India Act, 1988 shall have the meanings respectively assigned
to them in that Act.
3 Levy of fee.- ( I ) The Central Government may by notification, levy fee for use
of any section of national highway, permanent bridge, bypass or tunnel forming part of
me national highway, as the case may be, in accordance with the provisions of these
rules: Provided that the Central Government may, by notification, exempt any section of
national highway, permanent bridge, bypass or tunnel construzed throu& a public
funded project from levy of such fee or part thereof, and subjec: ro such conditions as
may be specified in that notification.
(2) The collection of fee levied under sub-rule ( I ) of rule 3, shall commence within
forty- five days from the date of completion of the section sf nationd highway,
pennanent bridge, bypass or tunnel, as the case may be, constructed through a public
funded project.
(3) In case of private investment project, the collection of fee levied under sub-rule
the terms of the agreement entered into by the
" 9 d '
I6 THE GAZETTE OF INDIA : EXTRAORDINARY [Pmr 11-Sac. Yi)J -
(4) No fee shall be levied for the use of the sectim of national highway, permanent
bridge, bypass or tunnel, as the case may be, by two wheelers, th-ee wheelers, tractors
and animal drawn vehicles:
Provided that three wheelers, tractors and animal-drawn \chicles shall not be
allowed to use the section of national highway, permanent bridge, bypass or tunnel, as
the case may be, where a service road or alternative road is available in lieu of the said
national highway, permanent bridge, bypass or tunnel:
Provided further that where service road or alternative road is available and the
owner, driver or the person in charge of a two wheeler is making use of the section of
national highway, permanent bridge, bypass or tunnel, as the case may be, he or she
shall be charged fifty per cent. of the fee levied on a car. Explanation1.- For the purposes of this rule,- (a) "alternative road" means such other
road, the carriageway of which is more than ten meters wide and the length of which
does not exceed the corresponding length of such section of national highway by
twenty per cent. thereof;
@) "service road" means a road running parallel to a section of the national highway
which provides access to the land adjoining such section ofthe national highway.
(5) , Tye fee notified by the Central Government under these rules shall be rounded off
and h i e d in multiple of the nearest Rupees five. 4. Base rate of fee. - ( 1 ) The rate of fee for use of the section of national
highway, permanent bridge, bypass or tunnel constructed through public funded project
or pribate investment project shall be identical.
(2) The rate of fee for use of $ section of national highway of four or more lanes
shall, for the base year 2007-08, be the product of the length of such section multip%ed
by the following rates, namely:-
+.-I Car, Jeep, Van or Light Motor Vehicle
Type of Vehicle
Light Commercial Vehicle, Light-Goods Vehicle or 1.05 _
Base rate of fee per km (in
I Moving Equipment (EME) or Multi Axle Vehicle I d
Mini Bus
Bus or Truck
Heavy Construction Machinery(HCM) or Earth
2.20
3.45
[WII-WS 3( i ) ] SmZn'JVi3:~t717'Ll 17
(a) 'Lcar'' or "jeep" or "van" or "light motor vehiclei' means any mechahical
vehicle the gross vehicle weight of which does not exceed seven thousand five
hundred kilograms or the registered carrying capability as specified in
the certificate of registration issued under the Motor Vehicles Act, 1988 does not
exceed twelve excluding the driver;
(b) ''light commercial vehicle" or "light goods vehicle" or "mini bus" means
any mechanical vehicle with a gross vehicle weight exceeding seven thousand
five hundred kilograms but less than twelve thousand kilograms or the registered
passenger carrying capability as specified in the certifica~ of registration issuea
under the Motor Vehicles Act, 1988, exceeds twelve b c does not exceed thirty
two excluding the driver;
(c) "truck" or "bus" means any mechanical vehicle wit!! a gross vehicle weight
exceeding twelve thousand kilograms but less than twenty thousand kilograms
or the registered passenger canying capability as specified in the certificate of
*gistration issued under the Motor Vehicles Act, 1988, exceeds thirty two,
excluding the driver;
(d) "heavy constmction machinery" or "earth moving equipment" Or
"multi axle vehicle " means heavy construction machinery or earth moving
equipment or mechanical vehicle including a multi axle vehicle with three to six
axles or vehicle with a gross vehicle weight exceeding twenty thousand
kilograms but less than sixty thousand kilogram; and
(e) "oversized vehicle " means any mechanical vehicle having s s e n or more
axles or vehicle with a gross vehicle weight exceeding sixty thousand kilograms.
(3) The rate of fee for use of a section of national highway, heving two lanes and on
which the avernee investment for up gradation has exceeded Rupees one crore per
kilometer, shall be sixty per cent. of the rate of fee specified undcr sub-rule (2) of rule
4.
(4) The rate of fee for use of permanent bridge, bypass or tunnel construcfed with
the cost exceeding Rupees ten crore, shall, for the base year 2007-08, be as follows - - 'C
i 3 5
,
the cost exceeding Rupees ten crore, shall, for the base year 2007-08, be as follows - - 'C
i 2 q
(1803C4r(u8- 3 .
Provided that while computing fee for the section of national highway on which
18
a permanent br~dge, bypass or tunnel cosling Rupees fifty crore or more IS situated, the - - - - - - - - . length of such permanent bridge, bypass or tunnel shall be excluded from the l eng th~f
such section of national highway and fee shall be levied at the rates specified for such
permanent b<dge, bypass and tunnel:
I
3(1)] THE ~ ~ ~ H T E OF INDIA. EXTRAORDMARY (P,rnl 11-SLC
Cost of permanent
bridge, bypass or
tunnel (Rupees in
cmn)
10 to 15
For every additional
Rupees five crore or
Part thereof,
exceding Rupees
fiftcrn crore and up
to Rupees one
hundred crore.
For eveg additional
Rupees five crore or
Part thereof,
exceeding Rupees
one hundred crore
and upto Rupees two
hundred crore
For every additional
Rupees five crore or
Part thereof,
exceding Rupees
two hundred crore.
Base rate of fee
Car, Jeep,
Van or
Light Motor
Vehicle
5
1
0.75
0.50
mupees D ~ T vehicle
Light
Commercial
Vehicle, Light
Goods %hide
or Mini Bus
7.50
1.50
1.15
0.75
1
per t r i ~ )
Truck or
Bus
15
I>
2.25
1.50
HCM,
EME
or
MAV
22
4.50
3.40
2.25
Oversized
Vehicle
..
30
6
4.50
3
[ W l I l - m 3( i ) ] ' L T R i r 7 m ~ : ~ ~ -- - I'J -- - - Provided hrther that where the cost of such permanent bridge, bypass or tunnel,
as the case may be, is less thw Rupees fifty crore, and the said permanent bridge,
bypass or tunnel, form part of the section of national highway, then instead of above
rate of fee, the rate of fee specified under sub-rule (2) of rule 4 shall be applicable for
such.pennanent bridge, bypass or tunnel.
Explanation.- For the purpose of this sub-rule,-
(a) the cost for private investment project, shall be the cost as assessed by the
executing authority prior to invitation of bids from the concessionaire ;
(b) the cost for public funded project shall be the oost as assessed by the
executing authority six months prior to completion nereof.
5. Annnal revision of rate of fee.-(1) The rates specified under rule 4 shall be
increased without compounding, by three per cent. each year with effect from the 1'' day
of April, 2008 and such increased rate shall be deemed to be the base rate for the
subsequent years.
(2) The applicable base rates shall be revised annually with effect from April 1 each
year to reflect the increase in wholesale price index between the week ending on
January 6, 2007 (i.e. 208.7) and the week ending on or immediately a& January 1 of
~b the year in which such revision is undertaken but such revision shall be restricted to
forty per cent of the increase in wholesale price index.
(3) The formula for determining the applicable rate of fee shall be as follows:-
r 1 Applicable rate of fee = base rate + base rate. X WPI A-WPI B X 0.4 1 j- Explanation- for the purposes of this subrule ,-
(a) applicable rate of fee shall be the rate payable by the user;
(b) base rate shall be the rate specified in rule 4 read with sub-rule (1) of rule 5;
(c) WPI A means the wholesale price index of the week ending on or subsequent
to 1st January date of revision under these rules; and
t-* F.j . .
? 3 * . i J'
2a THE GAZETTE OF INDIA. EXTRAORDINARY J,WI LI---SII- 3(1)1 - - ---.- (d) WPI B means the wholesale price index of the week ending on 6Ih January,
2007 i.e. 208.7.
Illustration: . L
If the revision i s to be made for the year 2008-09 by applying the
wholesale price index of the week ending on 5Ih January 2008 (i.e. 216.6), then
the rate for car, jeep or van will be 0.6796 as computed below:
Applicable rate of fee: 0.6695 + 0.6695 X 216'6-20877 X 0.4 = 0.6796 { 208.7 ] (4) Annual revision of rate of fee under this rule shall be effective from first of
April every year.
6. ~o&tfon of fee.- (1) Fee levied under these rules shall be collected by the
9 t r a l Government or the executing authority or the concessionaire, as the case may
be, at the toll plaza.
(2) Every driver, owner or person in charge of a mechanical vehicle shall for the
use of the section of national highway, permanent bridge, bypass or tunnel, before
crossing the toll plaza, pay the fee specified under these rules.
(3) The fee collected under these rules shall be paid either in cash or through smart
card or on board unit (transponder) or any other like device:
Provided that no additional charges shall be reaiised for making the payment of
fee by use of a smart card or on board unit (transponder) or any other such device.
(4) Any driver, owner or person in charge of a mechanical vehicle who opts for the
installation of on board unit (transponder) or any other such device for payment of fee,
shall deposit a refundable security equ~valent to the cost of the equipment with the - Central Government, the executing authority or the concessionaire, as the case may be:
interest sh-I1 accrue on such securi~y deposit
I i
'7R . ' . ' / r y
CrlmiI-W5 3( i ) ] W3i=Kl;1::W 21
( 5 ) The person receiving such fee under sub-rule (2) of rule 6, shall issue to the driver,
owner or person in charge of mechanical vehicle a receipt, specifying therein the date
and time of such receipt of fee, total amount received, and the class of vehicle for
which the fee has been received:
Provided 'that where the fee is paid through smart card oor on board unit
(transponder) or any other such device, a receipt shall be issued on demand only.
(6) The fee shall be collected in p4Xpetuity by the Central Government or the executing
authority, as the case may be, and for a specified period in accordance with the terms of
the agreement entered into by the concessionaire.
(7) In respect of public funded projects the fee levied under these rules shall be
collected by the Central Govemment, or the executing authwity, as the case may be,
through its own officials or through a contactor.
7. Remittance a6d appropriation of fee.- (1) In case of public funded projects,
the fee collected under the provisions of these rules by every executing authority shall
be remitted to the Central Govemment:
Provided that the Central Government may by notification allow any or all
executing authorities to appropriate the whole or any part of the fee for such purposes
and subject to such conditions as may be specified in the said notification:
Provided further that in case of private investment projec:~, the fee collected under
the provisions of these rules shall be appropriated by the concessionaire in accordance
with the provisions of and for the performance of its obliga:ions under the agreement
entered into by such concessionaire.
(2) Every executing authority shall remit to the Central Goverl~ment, the amount of
fee collected over and above the amount permitted to be appropriated by the executing
authority under sub-rule (1) of rule 7, within ninety days from the date of the closing of
the financial year along with an annual return showing the amount collected and the
2 THE GAZETIE OF INDIA: EXTRAORDNARY Ipm I I S E C . 3(i)l
expenditure incurred on collection of fee, including the administrative and management
expenses.
(3) The Central Government shall by notification determine the administrative and
management expenses which may be allowed to be deducted and retained by the
executing authority.
8. Location of toll plaza.- (1) The executing authority or the concessionaire, as
the case may be, shall establish a toll plazn beydnd a distance of ten kilometers from a
in-micipal or local town area limits:
Provided that the executing authority may, for reasons to be recorded in writing,
locate or allow the concessionaire to locate a toll plaza within a distance of ten
kilometers of such municipal or local town area limits, but in nb case within five
kilometers of such municipal or local town area limits:
Provided further that where a section of the national highway, permanent
bridge, bypass or tunnel, as the case may be, is constmcted within the municipal or
town area limits or within five kilometers &om such limits, primarily for use of the
residents of such municipal or town area, the toll plaza may be established within the
municipal or town area limits or within a distance of five kilometers from such limits.
(2) Any other toll plaza on the same section of national highway and in the same
diiction shall not be established within a distance of sixty kilometers:
Probided that where the executing authority deems necessary, it may for reasons
tc be recorded in writing, establish or allow the concessionaire to establish another toll
p l v a within a distance of sixty kilometers: -
- Provided further that a toll plaza may be established within a distance of sixty
kilometers from another toll plaza if such toll plaza is for collection of fee for a
permanent bridge, bypass QT tuhnel
* [On 11-m 3(1)] ~ W 7 W V i : J r c n ~ 23
9. Dis~?ouots.-(I) The executing authority or the conctssionai$, as the case may
be, shall upon request provide a pass for multiple journeys to cross a toll plavl within
the specified period at the rates specified in sub-rule (2) of rule 9.
(2) A driver, owner or person in charge ofla mechanical vehicle who makes use of the
sectioqof national highway, permanent bridge;bypass or tunnel, may opt for such p a a and he or she shall have to pay the feelin accordance with the following rates, namely:-
Amount payable 1 Maximum number of one ( Period of validity 1 I way journeys allowed I
One and half times of the 1 Two +Twenty four hours from the
fee for one way journey I 1 time of payment I I I
Two-third of amount of the 1 Fifty [ One month from date of
fee payable for fifty single I I payment I journeys. 1 I (3) A person who owns a mechaical vehicle registered for non-commercial
purposes and uses it as such for commuting on a section of national highway,
permanent bridge, bypass or tunnel, may obtain a pass, on payment of fee at the base
rate for the year 2007-2008 of Rupees one hundred and fifty per calendar month and
revised annually in accordance with rule 5, authorising it to cross the toll plaza
specified in such pass:
Provided that such pass shall be issued only if such driver, owner or person in
charge of such mechanical vehicle resides within a distance of twenty kilometers from
the toll plaza specified by such person and the use of such section of national highway,
permanent bridge, bypass or tunnel, as the case may be, does not extend beyond the toll
plaza next to the specified toll plaza. - -
provided further that no such pass shall be issued if a service road or'alternative
driver. owner or Derson in charee of a mechanical
24 -- THE GAZETIE OF INDIA. EXTRAORDINARY li',\i<~ 11-SI r 3(iI --
(4) No pass shall be issued or fee collected from a driver, owner or person in charge of
a mechanical vehicle that uses part of thk section of a national highway and does not
cross a toll plaza.
10. Rate of feefor overloading.- (I) Without prejudice to the liability of the
driver, owner or a person in charge of a mechanical vehicle under any law for the time
being in force, a mechanical vehicle which is loaded in excess of the permissible load
specified for its category under sub-rule (2) of rule 4, shall be liable to pay fee at such ::-
rate which is applicable for the next higher category of mechanical vehicles:
. . Provided that the payment of such fee for overloading shall not entitle a driver
or owner or a person in charge of a inechanical vehicle to make use of such nationa!
highway and his or her vehicle shall be prevented from using the national highway or
crossing the toll plaza until the excess load'has been removed from such mechanical
vehicle. 3
(2) The weight of a mechanical vehicle, as recorded at a weighbridge installed at the
toll plaza, shall be the basis for levying the fee for overloading under this rule:
Provided that where no weighbridge has been installed,at the toll plaza, no fee
for overloading shall be levied and collected under this rule and the driver, owner or
person incharge of the mechanical vehicle shall be liable to pay fee applicable for such
vehicle only.
11. Exemption from payment of fee.- (1) No fee shall be levied and collected
from a mechanical vehicle,-
(a) transporting and accompanying,-
(i) the President of India;
(ii) the Vice-President of India;
(iii) the Prime-Minister of India; -
(iv) the Chief Justice of India;
(v) the Governor;
(vi) the Lieutenant Governor;
(vii) the Union Minister.
[gmn-33'%3(i)l m ~ ~ i l : m l w ~ ~ 25.
(viii) the Chief Minister;
(ix) the Judge of Supreme Court;
(x) the Chairman of the Council of State;
(xi) the Speaker ofthe House of People;
(xii) the Chairman of the Legislative Council of the State;
(xiii) the Speaker ofthe Legislative Assembly of the State;
(xiv) the Chief Justice of High Court;
(xv) the Judge of High Court;
(xvi) Ministers of States; and
(xvii) Foreign dignitaries on State visit. .
(b) used for official purposes by,-
(i) the Ministry of Defence including those which are eligible for
exemption in accordance with the provisions of the Indian Toll (Amy
and Air Force) Act, 1901 and rules made thereunder, as extended to
Navy also;
(ii) the Central and State armed forces in uniform including para military
forces and police;
(iii) an executive Magistrate;
(iv) a fire-fighting department or organisation;
(v) the National Highway Authority or any other organisation or person
using such vehicle for inspection, survey, construction or operation and
maintenance thereof; and
(c) used as ambulance.
12. nisplay of Information.- (1)The executing authority or the concessionaire, as
the case may be, shall publish a notice ipecifying the amount of fee to be charged from
the mechanical vehicle, in at least one Newspaper, each in English and vernacular
language, having a wide circulation in such area.
(2) The executing authority shall prominently display in Hindi and English one
thousand meters ahead of the toll plaza and in English and local language five hundred
meters ahead of the toll plaza,-
(i) the amount of fee payable for each class of vehicles and the discounts available
, :4& under rule 9; <
4 9 0 3 & 9 / r ~ - Lj ' 1
26 THE G m T T E OF INDIA : EXTRAORDINARY [pm IISEC. 3oJ . ,
(ii) the categories of vehicles exempted from payment of fee; and
(iii) the name, address and telephone or contact number of the executing authority
or the concessionaire, as the case may be.
(3) The height of the display boards, their quality and size of lettering shall be
clearly visible and legible to the users.
13. Unauthorised collection.- (1) An officer ahthorised by the Central Government
or by the executing authority, as the case may be, may assess the excess fee collected, if
any, by the executing authority or the concessionaire, as the case may be, and recover
the same from such authority or concessionaire , along with an additional sum equal to
twenty five per cent. of the excess fee collected:
Provided that no recovery of such excess fee shall be made unless an opportunity of
hearing has been given to the executing authority or concessionaire, as the case may be.
(2) Any driver, owner or person incharge of a mechanical vehicle aggrieved by
unauthorised collection of fee, may lodge a complaint with the officer authorised by .
the Central Government or the executing authority, as the case may be, in this behalf,
who shall after hearing the parties pass an order on such complaint forrefund of excess
payment and damages for the inconvenience suffered by such user within thirty days.
14. Failure to pay fee.- ( I ) If any driver, owner or person in charge of a
mechanical vehicle does not pay or refuses to pay the fee for use of national highway,
permanent bridge, bypass or tunnel, his or her vehicle shall not be allowed to use s"ch
section of national highway, permanent bridge, bypass or tunnel and in case such
vehicle obstructs the normal flow of traffic, the executing authority or the
concessionaire, as the case may be, may get such obstructing vehicle removed from the i
national highway, permanent bridge, bypass or tunnel, as the case may be.
- - . .
(2) Where the driver or the person in charge of a mechanical vehicle refuses or fails
to pay the fee levied under these rules, the same shall be recovered from the registered
owner of the mechanical vehicle. ""-
[WlU-'Faog3(i)] ' imintrjma:cRTflW 27
(3) Where the Central Govemment, executing authority or the concessionaire, as ,
the case may be, has reason to believe that a mechanical vehicle is plying on a section
of the national highway, permanent bridge, bypass or tunnel without payment of fee
due; it may stop such vehicle for the purpose of verifying the payment thereof and
collect the fee due from such vehicle.
15. Power of Central Government to verify records.- An officer duly authorised
by the Central Govemment or the executing authority, as the case may be shall have the
power to verify the collection of fee, and inspect any document; records, other
information, receipts or reports of the executing authority or the concessionaire, as the d
case may be.
16. Collection of fee in respect of Private Investment Project.- (1) The fee
levied under the provisions of sub-rule (3) of rule 3 shall be collected by the
concessionaire till its agreement is in force.
(2) On and from the date of expiry of the agreement specified under sub-rule (3) of
rule 3, the fee levied shall be collected by the Central Govemment or the cxecuiing
authority, as the case may be.
17. Bar for installation of additional barrier.- No barrier shall be installed at
any place, other than at the toll plaza, except with the prior permission in writing of the
.Central Government or the executing authority, as the case may be, who after being
satisfied that there is evasion of fee, may allow on such terms and conditions as it may
impose, the installation of such additional barrier by the Central Government, the
executing authority or the concessionaire, as the case may be, within ten kilometers
&om the toll plaza, to check the evasion of fee:
Provided that the Central Government or the executing authority, as the case
may be, may, at any time, for reasons to be recorded in writing, withdraw such
permission.
Provided further that where the Central Govemment or the executing authority,
as the case may be, do not allow installation of an additional barrier by the /-
/ 3 5
28 THE GAZERE OF INDIA : EXTRAORDINARY ~AXT~SEC 3(i)l ' ,' concessionaire, the reasons for such refusal shall be communicated to such
concessionaire within a reasonable period.
[F. No. ~ ~ / ~ ~ - 2 5 0 1 6 / 1 / 2 0 0 8 / ~ & ~ ] P. K. TRIPATHI, Jt. Secy.
- . . ~.. - - - _ _ Prlnte* by the Manager, Oovi or Ind~a Prcrs, Ring Road, hlayap.rt, ~ ~ l l ~ i . 1 1 0 0 6 4
and Published hy thc Co~~lroller of Pubitcations, ~ ~ l h i . 1 1 0 0 5 4
rr 5 : l - l ; . . u i ~ ~ g uT Sax-rill?-Sitspur section of NH-2.1 rruder NHDP I11 in the Sri!re o f iclttar Pradesh ou Design, Build, Finance, Operate and Trrirljfer (DBFOT) basis - rlddeudum 3 reg.
I n a:~:ntin~latlun :u NIi.41'~ letter dated 13.b~.2009 R: 25.08.20O9 i.suing there;<-ith ;i..ld?;:iti~i~l ! LC -~.dd<i~~.iuili 2 for Bareilly-Sitapur project, the .-\&endurn 3 is rricloced :?irr?.r,!tl: to :::odil'y :tic ti,!i;!l.lt !ength a g a i ~ ~ s t each toll plaza in Sched!lle 'R' of I'oiumc il i .r;
b1.i Zti>'~im<nt v.kic.ir >t,~li also be ireated as inregral part uf RFP. Eidders ire i l l c l<f<~~? rcq~:i:-ed to co~-rsidtr- [hi ibdtli idum 3 also brfijr: subrn~ssion of their BOT i)id prc>,,ii~nli
4
National Highways Authority of India Request for Proposal - Btd Document
4-IANING OF BAREILLY-SITAPUR SECTION OF NH-24 UNDER NHDP I11 IN THE STATE OF UTTAR PRADESH ON DESIGN, BUILD, FINANCE, OPERATE AND TRANSFER (DBFOT) BASIS
Addendum 3
"a) i d -
w
Contents
-- R r r ~ ~ l l v 9naour sect~on of NH-24 ~n liP Page No 1
1 \ 2
S.No.
1
Particulars
Revised Volume 111 (Schedules) - Page No.
1
National Highways Authority of India Request for Proposal - Bid Document
VOLUME 111: REVISED SCHEDULES
1. SCHEDULE 'R', FEE NOTIFICATION, (Page 39): The last para of notification shall be read as given below:
"The fee levied and collected hereunder shall be due and payable at the following Toll Plazas for the distance specified for each such Toll Plaza:
S. No.
I i i
In stead of
Location of Toll Plaza (chainage)
2
"The fee levied and collected hereunder shall be due and payable at the following Toll Plazas - for the distance specified for each such Toll Plaza:
Length (in km) for which Fee is payable
AT KM 267.00 50% of total length of project highway after 4 laning
,,
-
AT KM 370.00 50% of total length of project highway after laning
S. No.
1
Location of Toll Plaza (chainage)
AT KM 261.00
Length (in km) for which Fee is payable
76.2
wR$W -TE$T mm Fq :Pmn 11-s-2Yiir(zf:i;li~;. i+i-.mpct4~*&&) %W : Fax 9 I - ? 1 - 2 ~ 9 ) 5 1 . 1 1 , >5!1~ xs
National Highways Autbrity of India FE 'EX:" 2" ! 218 ! 255
- ' (Ministry of Shipping. Road Transport arid Highways) 3 - 5 C;r 6. *-lo, m, fti;ift-li0 075 4
G.5 6 Seclnr-10: Dwarka. New Delhi-110075 b i e e d i a v : , >..-.;I iil;FST/11019/ LS/?O!)HjUP 2 77 Date:11.09.2009
, ,.
As per the list
(E;. .~~,dc.~-r . -I who have been prcyualificd ki NHAI for Rzrcilly-Sltapur Project)
Strb: Four Laning of Bareilly-Sitapnr section of NH-24 fro111 knl262.000 to km 413.200 in the State of Ulrar Pradesli on VBPOT basis undcr i \ ! P ZU. Extension of hid due date regarding.
'bb1:h I-efrrrncr to NflAI's Icticrs 13.08.2009? 25.08 2009 a n d 03 09 2009 lssulng r!:rie.;i.i:h dl#:- hddondul~x for Bdrcilly-Sitap~:r prqcct. ~ h c Fid due date for this pmlea 1s I.+ :..~;l -,,-. y c'rtcndcd up to 30.09 2000 (1 1011 hre) from 14 09 2009 1.1 !(I(! hr'ij (ti ylve rnoie tinlz to
1,. . udirs , d~." ., tb isstie of Arld:nd~!m~
Enclosw-es: tist orprc-qualified bidders
List of Bidder.; who have hecn,prc-qualified in NHM for Barilly-Siiayur Projcct -- -
i b . Name o f Applicant
~ ~ m $ - m f $ z r ; r o r p l P h w e 91 H 2501410~jR5074200 ( t m ; ~ * & m )
$ZS /Far 91 11 25093507 I 250935'4
lExtn 2 L ? 1 2513 , Zlj2 1 2551 National Highways Authority s f India (Mnrstrv of Road Transport ard Htqiiways!
3-5- 6, M - 1 0 , ZXW, - 173 075 G-5 & 6 Sector-10. Owarka. New Delhl-110075
NHAI/BOT/ 11019/15/2008,'UP 113 tc
To As per the fist
@idders who have been prequal~fied In N M for Bareilly-S~tapur Project)
Sub: Fonr Laning of Bareilly-Sitapur section of NH-24 from km 262.2.000 to km 413.200 in the State of Uttar Pradesh on DBFOT basis nuder NHDP m. Extension of bid due date regarding.
Sir,
With reFerence to NHAI's letter 11..09.2009 extendng therewith bid due date for Bareilly-S~tapur project, the Bid due.date for this project is hereby further extended up to 14.10.2009 (1 100 hrs) from 30.09.2009 ( I 1 OD hrs) to give more time to bidders due to issue of Addendum.
Enclosures: List of pre-qualified bidders
. - General Manager (B0T)-IIB
I s. I N m e of Applicant -. ' No. I
1 IL &FS Tranip.?itltion Nztworks Lrd. - 2 DS C Limited ! - . -
3 PNC - SREI - Galfar Consort~urn &-%PA - Sibmost (JV -- -- - I
-7 5 SOMA Enterprises Lrd 6 Oncnial Slructural Engineers Pvt Ltd
8 / BSC - C&C Consoruum I
4-laning of Bareilly-Sitapur section of NH-24 under NHDP Ill in the State of Uttar Pradesh on Design, Build, Finance, Operate and Transfer (DBFOT) basis .
The due date of bid submission for the above mentioned project has been extended upto 14.10.2009 (1 1 .OO AM).
Four-laning of Bareilly-Sitapur section of NH-24 under NHDP Ill in the State of Uttar Pradesh on Design, Build, Finance, Operate and Transfer (DBFOT) basis .
The due date of bid submission for the above mentioned project has been extended upto 26.10.2009 (1 1 .OO AM).
cl i m g ~ % s < ~ : 11 t2i 3 ,. q I 1 ) 1) . , I , , , f , 1 A 2 g
(+ qfcrfi, ?~-s-L ~+FF I 53% ~ r a ~ r f i T3Ff4 J w . i t r , , 4 1 i , L r Y l i , r ~ , , , , ,y, , ,
National Highways Authority of I?" 2223 t 2'1" + , L I /a53
(Mln~stry of Shlpplng, Road Transport and Highways)
3-5 6, ?FtZ7-10, m, T$ m - 1 1 0 075 G-5 & 6 . Sector-10. Dwarka. New Delhi-I10075
No. NHAIIROTI11019Il5I2008I~JPI 8SQd
1'0 As per the list
(Bidders who have bee11 pl.eclualified In NIIAI for Hareilly-Sitapur Project).
Sub: Four Laning of Bareilly-Sitapur section of NH-24 from km 262.000 to km 413.200 in the State of Uttar Pradesh on DBFOT basis under NllDP 111. Extension of b id d u e date regarding.
Sir,
With reference to NHAI's letters 13.08.2009, 25.08.2009 and 03.09.2009 issiring therewith the Addendunis and extending the bid due date for Bareilly-Sitapur project, the Bid due date for this project is hereby further extended up to 10.1 1.2009 (1 100 hrs) from 26.10.2009 (1 100 hrs) to give more time to bidders due to issue of Addendurn.
Yours faithfully,
Enclosures: List of pre-qualified bidders i
by. General Managel (7)
. . ' A
. , . . ,.. 4 j -.- - a ; ? .;. ! . . .
Extension of Bid due date-I11
"4-Laning of Bareilly-Sitapur section of NH-24 from Km 262.000 to Km 413.200 in the state of Uttar Pradesh on DBFOT basis under NHDP 111"
The due date of bid submission for the above mentioned project has been extended upto 10.1 1.2009 (1 1 .OO AM).
( For details please see NHAI website: (http://www.nhai.org).
General Manager (T)UP NHAI, Plot No G - 5 & 6, Sector-10, Dwarka, New Delhi-110075 Ph 01 1 -25074100/200
,?>on- 91 11-250741001250742W 2 h l ~ a n 9 I 11 75093507 I 25093514
National Highways Authority of India lExtn 7223 2318 2468 2553
(M~nistry of Shipping, Road Transport and H~ghways) * - 5 v 6, ?hZ7-10, M, f k 8 - 1 1 0 075 G-5 8 6, Sector-10, Dwarka, New Delhl-110075
No. NHAL/BOT/I 10 19/15/2008/UPl y36f) Dated: 10.1 1.2009
To As per the list
(Bidders who have been prequalified in NH.41 tor Bareilly-Sitapur project).
Sub: Four Laning of Bareilly-Sitapur section of NH-24 h m km 262.000 to km 413.200 in the State of Uttar Pradesh on DBFOT basis under NHDP 111. Extension of bid due date regarding.
Sir,
With reference to NHAI's letters 13.08.2009, 25.08.2009, 03.09.2009 and 27.10.2009 issuing therewith the Addendums and extending the bid due date for Bareilly-Sitapur project, the Bid due date for this project is hereby further extended up to 19.11.2009 (1100 hrs) from 10.11.2009 (1100 hrs) to give more time to bidders.,
Yours faithfully,
Enclosures: List of pre-qualified bidders
Dy. General ~ a n a ~ e r IT)
Extension of Bid due date-IV
"4-Laning of Bareilly-Sitapur section of NH-24 from Km 262.000 to Km the state of Uttar Pradesh on DBFOT basis under NHDP 111"
The due date of bid submission for the above mentioned project has been extended upto 23.1 1.2009 (1 1 .OO AM).
General Manager (T)UP NHAI, Plot No G - 5 & 6, Sector-10, Dwarka, New Delhi-110075 Ph 01 1-250741 00/200
4-LANING OF MORADABAD-BAREILLY SECTION OF NH-24 UNDER NHDP 111 IN THE STATE OF LJ r? ;K PIULDESH
ON DESIGN, BUILD, FINANCE, OPERATE AND TRANSFER (DBFOT) BASIS
ADDENDUM 2
1. Amendments in Request for Proposal (Volume-I) r.----
Clause 2.1.14
I Description 1 General
terms of
! (i) such Bidder (or any constituent th,ereof) and any (i) such Bidder (or any c r ~ r ~ r l i ~ ~ r c ~ l ~ ~r~i.i.rofl aittl iliij.
I other Bidder (or any constituent thereof) have other Bicldcr (or any C U I I S ~ I ~ \ I L I I I illcreot) lin\,c , common controlling shareholders or other common colltrolling r t ~ 01 LI I I I - r I ownership interest; . .provided that this ownership interest; ;~ l .o \ . i i lc~I tli,li t l 1 1 5 1 qualification shall not apply in cases where the qtialification h a l l nor ;~pp l j 1 1 cases \vliere i direct or indirect shar.cholding in a. Bidder or a the direct or indirec~ slliil~ehi~liliti~! I I I .I Ridclcr [ l i
constituent thereof in the other Bidder(s) (or atiy of a constituent thereof in Ihc otlier D~~IJur js j (01- any its constituents) is less than 5% of its paid up and of its constituents) is nor . . . ... 1i101.f . - . .- r l ; . ~ : ~ . - .- .. - . -. -
idd din^
Existing Provisions 2.1.14:'A Bidder shall not have a conflict of interest (the "Conflict of Ihterest") that affects the Bidding
- -. ~~. . . -. . - . . .. - - - Modified ---. I'ro\,isii~~~!, -
2.1.14: A Bidder shall ]lot have ;t c o ~ i l l ~ ~ r of i n ~ r r c s ~ (the "Conflict of Interest'.) thar al'fc.:rr rile Bldd~nc
Process. Any Bidder found to have a Conflict o f Interest shall be disqualified. In the event of disqualification, the Authority shall forfeit and appropriate the Bid Security or Performance Security, as the case may be, as mutually agreed genuine pre- estimated compensation and damagcs payable to the Authority for, inter alia, the time, cost and effort .of the Authority, including consideration of such Bidder's proposal, without prejudice to any other right or remedy that may be available to the Authority hereunder or othcnvisc. Without limiting the generality of the above, a Bidder shall be considered to have a Conflict o f Interest that affects the Bidding Process, if:
~ rocess . Any Bidder foull;l lo h i ~ ~ i !I Cor?flic[ 07 Interest shall be disqualified. In the event of disqualification, the AutlioriLy s l ~ : ~ ! ! forreit and appropriatc 5% of tllc val~rc or rllr ! i ic l Scc~~r i ty or Perforlnance Security. 2,: tllc < . . I , . ~i,,:il I.)?, ;I:,
rnltr~li~lly agrerd l s i l l i l i l l " : I I l-l. .! I : I I . I I ~ . ~ ~ conlpensation aild tlsrtl~gcs J I : !i, tljc Authority for, inter alia, I I I ~ ~ tnic , , # ; G I X I C I zflbrt of the Authority, includil~g c i , i ~ : ; i ~ l \ . ~ ~ ~ i i i ~ ~ i l l ' sucli Bidder's proposal, witho~rt ~ ) r ~ ? l r d ~ ~ . t \ 111 311)' @the! right or remedy that inily t ~ r a\,,~llal?lc. ro 11ic Authority hereunder or o!lierwisc. \\'ttliour l i l i i i t ing the generality of the above, :i I.:lf!clel- shall bc considered to have a Coiiflicr n f I I I I ~ I ~ . ; ~ 11i:il :iK,ects the Bidding Process, if:
..,,
................ ....... i 1 1 Clause 1 Description / Existing Provisions Modified I ' ~ o \ , i s i ~ ~ n % ..... 1 .
! subscribed capital; or -, . f ive per cent) of ;ls \);lid i ~ r .'"$I sllhscribzd ,
2.20.7 Bid Security -i
(v) ...............
(vi) such Bidder has as a consultant to thc Authority in the preparation of any documents design or technical specifications o f the Projcct.
2.20.7 The Bid Security shall be forfeited and appropriated by the Authority as mutually agreed genuine pre-tstirnated compensation and damagcs payable to the Authority for, inte? alia, time, cost and effort of the Authority without prejudice to any othcr right or rcrncdy that may be available to thc Authority hereunder or otherwise, under the following conditions:
.............. (i v).
(v) . . . . . . . . . . . . . . .
I (vi)sttch Bidder has partic~j);~~ecI :.I\ ;A , oii\~~i:>~ilt [\I cllcl Authority in t h i prcpal.iltion ol ally doc.urnents, design or technical specificntionr ,of the flrqject.
Notwithstanding anyth~ng vtsrctl I I ~ I ~ . ! I I :i cunflict of interest sit.ualion arising nt tlle pre-q~!nlificstm stage . will be deemed to subi51 o~il!., : I . i-l<lwsrn suclr 1
I appliciints attl.;lcting cnrilJi8. r \ r l ' i : l i < , i : 1 i>c.,)~5 I ;it)1'7 011
account o f sl iareholdin~~:, , : t l i i r 1111 i l r < i : I I I ~ . ! C * I ~ 1111s I document. I
- ! ....... . . . . . . . .
2.20.7 'The Hid Security h ~ I 1 bc iilrl&rtrd ilntl
appropriated by the Attrli~,rlt\; as rnitlrrally ;tyr-i.ed i
genuine pre-estilnatcd tioi~ll~eil~ot!o~i ;uld d;ir~lnges I
payable to the Authority tar, inter . ! I ! ? ; time, cosl l and effnrt of thc Authorily \vilho~~l (~~cjut l ice 11.)
any other right or rcrnetly tli;it may l?c availsble ro the Authority hereunder c~rlltZr-i< !. .r , u ~ ~ t l e r rliz followi~ry conditions: 1 I
I J 1 a) If a Bidder submits a non-responsive Bid; I l a) If a Bidder submits n I ~ ( I ~ ~ - I C \ ; > I I I I I I- R I O i I I
1 1 thc event c:t encnniimenc .............. 04 ............
- --- - , - i C:lause I Description 1 Existing Provisions Modified I'rovisjon j 1 I 1 bid security occurring tlur 113 ~!Y:I.:UIOII -
2.20.7 (aj, the damage i t , ili~inl,?i! 111 IIIL A ~ ~ ~ h u r l t y shall be rest~.ictzcl to .iO:, i l i c * :I~IIC: i ) t the Hid
I securlty . . . . - - . -,
I Para 26 Para 26
1 comprising the Bid [/We hereby submit our Bid and offer a Prelniuln In
the form of - days (in words) afterlbefore COD 'as share of the Authority1 .require a Grant of Rs. (Rupees only) (Strike
out whichever is not applicable)] for undertaking the aforesaid Project in accordance with the Bidding Documents and the Concession Agreement.
I/We hereby submit our Ilid .1i1(1 111li.1 :I I ' I . C I ~ I ~ I I I ~ ~ ill the form Rs ........ (in u.,urds\ i:~.lr ok tlic gross revenues of the I'rolecr I I o i the Authorit)l/require a Griillr or Rs . . . . . . . . (Rupees ........... . only), (>;tl.iiic o u ~ . \,il~icliever is not applicable)] for undertakinplhc. l ;)resaid Project in accordance with the Bidilrilg i ) c ~ ~ u ~ n r n t s :~ncl r t x Concession Agreement.
) v2' t 2. Amendments in Draft Concession Agreement (Volume-11)
............ ... laus use/ I Description 1 1 Existing Provisions ' Art. I_- 1 Clause 1 29.13 I
I
I I 1 i 1 I 1
t
I I i I
I !
i
Modifiecl l'rovisio~~. i I
I
auglnentalion so dc(cl-nliri< <! !.$\ ,i8: .I!:!I,!I I\;,
refusal or non-accept:inccs 1 i ! i r ! i r 1 0 I 1 such augmentalitt~i. citll\:i .~hs< l lu lc !~ 1'~: el!
such extension of c,ot,ccs:,i,)ll i ~ i , r i r , t i ,I.. ,~r.re.,:~cd i~ndel- the DPR, or on the failuie i l l l i ~ r I triici'sslnnnlr~ undertake .suc/l augmcl,ru~~,-si~ f i r 1 ; l l i . i li~c b t t t ~ S(J 1
Modification in the Concession Period
Notwithstanding anything to thc contrary contained in this Agreement, if the avenge daily traffic of PCUs in any Accounting Year shall exceed the designed capacity
. o f the Project Highway and shall continue to exceed the designed capacity for 3 (three) Accounting Years following thereafter, an Indirect Political Event shall be deemed to have occurred and the .4uthority may in its discretion terminate this" Agreement by issuing a Termination Notice d making a Termination Payment under and in accor&ce wit11 the provisjolis of Clause 34.9.2; provided that before issuing such Termination Notice, the Authority shall inform the Concessionaire of its intention and grant 180 (one hundred and eighty) days time to make a representation, and may after the expiry o f such 180 (one hundred and eighty) days perjbd, whether or not it is in receipt o f such representation, in its sole discretion issue the Termination Notice. For the avoidance of doubt, the Parties agree that an average daily traffic of 60000 PCUs shall be deemed to be the designed capacity of the Four-Lane Project Highway.
- - Notwithstanding anything r l i tllc coiilr:lr!, ~~lint:i~nr(f i n this agrccincnt, if the averigr di~ilv ~ l . l I ' i i i n f PClJ'r i n i any accounting year shall c?:cred tllc ;lcsignct! capitcity of the proje,ct highway, the . / \ t l i l lor~~> : I : i t ' i option may cause prcpalntion of a dci.iilc.~l pi-^, , r 1 ; : 11:)1'133 ; The said DPP., inter-alia ulll :I:;.;,:, the ~ i . 1 5 ~ a h 1n.u)' 1 have to be incurred fb r auglriclirlriy ! i l k . 1.:1/1.1~11!~ 01' Lhc project highway such th;ir i t , ; ii:;l.lci[\. sliall have increased sufficiently for ~.:1rr!:11ig [ I I C ! I ICI I cli~rrenf traffic ill a ccorda"~~ with ~ I K : L ~ I I ~ ~ c ~ ~ ; ~ ~ , , I I ~ ! ~ I I ~ !~ro\ ixiol l~ ,
of the Indian Roads Congr~:~;s ~:,~~bI~'..:l.ion n i , IL!(':iJq- ! 1990 or. any substitute 1!1eic1,1' .:,I,! rxti.~isioli o r 1 concession period, if any, ~l-iar tila! I:,: :-rquil.cd lo yleltf the concessionaire a post-[;I.. rc l~ir~l ) ; I i.cjuit\' !Eqt~it;/ 1 IRR) of 16% per annum. S I I L Ii .Is5e..L.l!., l i i I>L.III:: nl'lde a1 i
an nssurned debt eqult>, ~.i t i , l i~ -f 7(3:30.. .;irc!i I arsrssnlenf being made it ;~t;i,,~lird d.:b[: equir) r:ttio o f 1 70:30; such extension of' ion~:z!;:;i~irl [?criocl sh;:ll be I however limited to S ( f i v e ) >.e:lrs. ! . : > I :i\'oid:~nc< 01 ; d0ubt . i~ is statcd that there c l t i~ l l I)L. I l i i rctliic~~oll 111 [he concession period as c ~ r 1 1 1 izccptcd. r!is I
I Authority may [hereafter, ; I I t l l r i i l ! :IN!; , 1ipri3n, ~SsLli :I I notice to the Concessionaire:, ( 1 0 ! x . i , - . ~ j l o t ~ d c d withill 21 / period of three months fro111 tilt ti;\((: ' f sc~cli notice), tn i undertakr \.vitIlin sis 1li[1i l i l1 ' ,..11,:11 l l:l~i<:l?, ;
r ~ l a u s e f I Descrlption I Existing Provisions Modified I ' m \ I \ I I I I I , I I I Art. I-._____ I i
I 1 1 I I
............ .- . shall be deemed to have ocCtt:-r:~l I I I ~ rhc Autl101-ity i may in It's discretion Tr~.til~narc I I I , . . , ;Agreement hy issuing aTerrnination Notici: C L I I L I I Y I ~ I I . . I I I ~ it 'Terl~iiniltion Paynlent under and in acco~~il:incr L V I I 1.1 ill? provisiuns of Clausc 34.9.2; without thc Au[hu~i~ , : bcing liabir to. issue any further notice under this pl.i~visitrn. I
I I
i i I
+-.---- I C:lause ! 17.8.1
I
Damages for breach of maintenance obligations
1 1 i i I
i I I
1 I I
I I
! ' 1 I
- In the event that thc ~onccssionaire~fails to r e p a i r & r r t h r rectify any defect or deficiency set forth in the Maintenance Requirements within the period specified therein, it shall be deemed to be in breach of this Agreement and the Authority shall be entitled to
calcularcll arlcl paicl fill I . , I , . I ~ ,I.!:, I . ~ L ! ~ I , L I I . ) I I I 1 1 1 ~ I reach I S cureci, at the I i~<l l~ct . , ) 1 ;:I! .?'I t i \ ,L'-~c'I;''?!?~!"! I -- @-.- - 5 .
For thc avoidance of doul~r. thc l 'ur~~cs ;ig~.cc :hat or1 1 '
average daily traftic of 60000 Pt ' l I[: c11:1Il lie cleemed to I I he the des~gned capacity rlii. I - I P I -CI~CCL 1
High\+,n!.
. . . . -. ..- -- .. - - - . .- . - - . . .- . cvcnl that iiie ( : U I I ~ . L . ~ S I C I ~ ~ . I I I ~ , , : : ! , 10 ~ ~ : I ~ C I I I ! I I . !
rectilj/ any defect or d ~ t ~ * . : ~ i l > i \ J ,~I . I !> 111 [ I I c ~ Maintenanct: Kequire~nenl~ \ v ~ t l ~ i t l 111. perii~ti \~>zcified therein, i t :ihall be deernc~i ((: bf hrcail~ cf t h ~ s Agreement and the Autli~irit!/ sl~rrii be ~ntirled to
! recover Damages, to bc calculated and paid for each day of delay until the breach is cured, at the higher of (a) 0.5% (zcro point five per cent)'of AvcrageDaily Fcc, and (b) 0.1% (zero point one per cent) of the cost o f such repair or rectification as estimated by. the Independent Engineer. Recovery of such Damages shall be without prejudice to the rights of the Authority under this Agreement, including the right of Termination thereof.
, .
recover Darnagrs, to be calc~~I;irnl i111tl j l . ~ i t l hl- ec~cli day I
of delay until the breach IS cured: nl Ihe higher of (a) 0.5% (xero point five per 1:ctnr) i l i :i:t:~:+yc Daily Fec, and (b) 0.1% (zero point otlc 17c.r ~ L . : : I I I::( thc cosr of 1
i such repair or rectificntli~ll :IS, t ~ . . ~ ~ r r ~ ~ i i r ~ l 11) t h e , Independent Engineer. I
I Notwithstanding anything contained 1 1 1 r l ~ i q Agreelllcnt, / should the actual traffic exceed rile ~lcsign capacity: 1 during any year or part thereof tlr,! C O I I C I J S S : O I I ~ ~ ~ C I
fails to repair or rectify ;ill> ~.lcfc.cr I I tlcficizlicy set forth in the Maintenance Rcq~:irel:;znt., \ ~ r t l i ~ t ? thc period specifie.d lhereirr, i r $11:111 be .Icc:ne;I 10 lbt. in breach of t!~is Agreerncr~r .ir~d ills . \ ~ ~ t l > ~ ~ l - j t y 511all bc entitled. fi.olm such dclte, I . . < . . . . . ... , ; : ! t t : . ~ . ' i . . . \ a . 11..
--- - - - -- - r ~ l a u s e l I Description I Existing Provisions I Modifietl I ' r o ~ I S I O I ~ L \ . I -
I .
Avcrage Daily Fee, and ( b ) 1'1," ( \ I I I ~ : pel- curit) of the
i cost of such repair or rectitic;~ti~ I I I ; I . cstin:irzd by 'tlie Indcpcndent Engineer, for t l i t i t 1)rrlnd of tilt. i
I concession.
i
. - - - . . - it shall at-no time undertake or permit any Change in it shall at no tirnc undertnkr or ~icrlili~
i Ownership except in accordance with the provisions of Ownership except in rscoril:~~icr ~ritli ilic prov~sionr o f
the Clause 5.3 and that the (selected bidder/ Consortiurn Clause 5.3 and tha t the (~;clerrr~~l I>~,ltI , :r ( ~ ~ ~ I ~ S O I - ~ I U I ~ I I 1 ~otcessionaire Mcrnbers}, together with (its/ their] Associates, hold Mcntbers), together with 11t:iI [Ijcir: .\:;soi~ates, l h ~ l i l i
- not less than 51% (fifty-onepercent) of its issued and not lew than 51% (f i f ty-onr 11~.1.~.c111, 8 1 I ! , ~ ! . . . I I C . ~ I Z I I I C I 1 -- -- .... - .................. ,*..,.- .
Recovery of such Damages I I , I I I Ilc \ \ itlio~it prejlidice to the rights of the Auth1)rity 11nc!t.1 tliis Agreement, including the right of Tern~i~ialion -- . -- ~lirrcof. -
"Cha6ge in "Change in Ownership" means a transfer of thc direct "Change in Olvnership" means n tr;~l~:;ter of the direct I Ownership7' and/or indirect legal or beqeficial ownership of any and/or indirect legal or 1hcnefici:rl t):vnc-.rsliip of any sharcs, or securities convertible into sharcs, that causes shares, or securities convc~~til~lc: in!\! ..!iLlrcs, that S ~ I U S C S
the aggregate holding of the (selected bidder1 the aggregate holding ot' the :::el?zrcd hidderi Consortium Members), together with {itsftheir) Consortium Mcn?bc~.s), rogc~ll~i \!.it11 [itsiilieir} Associates, in the total Equity to decline below (i) 51?4 Associates, in (hz totill I ':CIII!I! ro t i< . . ' ! ~ I L I ? L . I O \ V i 14; (fifty one per cent) thereof during Construction Period, (fifty one per cent) therellt \ I L I I I I ~ ~ : i . , I ! . . I I L ! ~ I I ~ ~ I I 1 ' 2 r ~ ~ d I (ii) 33% (thirty three per cent) thereof during a period and two years thereaftci-, ji~~l\;i~lrll !/:,II ;!,I:; ~liatrrial I of 3 (three) years following COD, and (iii) 26% (twenty variation (a:; colnpared to the ri.?rc.r.cl~t:~tit;~;!; rn:~dl: by six per cent) thereof, or such lower proportion as rnay the Concessionaire dtrrillg I I I C I)~cliii~:!, i~i.i~ics; tb~. [lie be permitted by the Authority during the remaining purposes of meeting the lniiiiii~~:i~i co~iilit ions of Concession Period; provided that any material variation eligibility or for evaluation u i its al'l:~ I L : I [ I O I I 8 1 d , as
. (as compared to the representations made by the the case may be,) in the prolioriio~! I I S i I I L . ctltiiry Iiolcliiig Concessionaire during the bidding proccss for the of {the sclccted bidder/ nny C~~iis~ri-illr~il hlcmbar) to
.
purposes of meeting the rninimum conditions of the total Equiry, if it occurs pr io~ I ' ~.ir~iil,lrtion of a i I eligibility or for evaluation of its application or Bid, as period two years after COD. . i I ~ ; i l l ~ : \ t~~'r l i t t~rc i:hi~ril:e 111 !
the case may be,) in the proportion of the equity holding Ownership; I of {the selected bidder/ any Consortium Member) to 1 the total Equity, if it occurs prior to COD, shall i constitute Change in Ownership; i
I I
-- - .- I-?lause/ ( Description 1 Existing Prov~sions Mod~liatl I1ro\ I , I ~ , I I Art. ! . . - _ _ -
I I
Associates.
and charges
I
I Provided further that any sucli rctlilcst ~n;ide under ( Clause 7.1(10 andlor AIT 48, :it I/:!: 1-ip11i1ri 1.1i l ilt I
I
inortgages/pledgeslhypothecation of goodslassets other than Project Assets and their related documents of title, arising or created in the ordinary course of business of the Project Highway, and as security only for indebtedness to the Senior Lenders under the Financing Agreements andlor for working capital arrangements for the Project Highway.
Authority, may be recluirril ( $ 1 !,c .I x ~ ~ ~ ~ i l ~ a n ~ c J Ihv n I
I
I ' i 1 ! I !
-- paid up Equity as on the date of this Agreement; and that no member of the Consortium whose technical and
suitable no objection lpher hrom lendcv ' . ..... - ............. - -- mortgageslpledgeslhypo~heci~tior, o i :;i~~:~~lsra.sscrs
-- .... .-........ . . . . . . pald up tquity as on the tlaii. (:#I l l i : ' . ; ' I~:CII!L.III ::11~1 !
that tach memhcr o l t l x ( ' t~ l i : ,o~ i i i i~~ , \i/i,.~:.\: !~:1111iial '
than Project Asscts and thcir rc..l,~r~*cl tlocun~ents of title, a charge on the Escrow A~.<'ount. ; ~ I . I ~ : I I ~ ~ or cre:lted in the ordinary course of bus~l~i.ss of' t11( l'rojrst ~iighway,. and as security only for 111dehtzJli.,:.s to rhc Selltor Lenders under the Fin:~ncillg Agrt,, :lltrnti; antifor ic7r ~vorki11~1 L, i~~i i r :~l l r r ; l I ~ ~ c ~ n ~ : i ; ~ ~ , (i ) I , I!;,, , , i s . , ! I ' i : ! l ; ~ ~ ~ , . i ! ~ , :
financial capacity was ev'aluated for the purposes of pre-qualification and short-listing in response to the Request for Qualification shall hold less than 26% (twenty six per cent) of such Equity during the Construction Period;
and financial capacity was c ~ \ ~ ; ~ l i : : ~ t ~ ~ i l i.,, ;.I?? 1>urpases 'of. pre-qualification and short-iis~i~i:; 1 1 : li:>l?<>li3: to' thc I Request for Qualification shall iim,i,l 31 least 26% (twenty six per cent) of E i l ~ i l y r:luring i i i ? C:onstruction Period and two years rllerc;iiic~ kilong with its
I I i 1 Clause / 26.2.1 ,
Without prejudice to the provisions of Clause 26.1, the ConcessionairZagrees to pay to the Authority {for the ...... th ........................... th)" year of the Concession
....... Period, but comniencing from the day falling after ......................... ) days from COD), a Premium in
Additional Concession Fee
i I
. . . . -- . I -. -- ..-. 4
Without prejudice ro thr p~-~r\ii\;irlii:, ( I ! ' Cl.~~i.;c 26, I, rhc '
Concessionaire agrees to pay to the. :\uthorlty on the COD date, a Pren~iunl i l l rlic loin\ c l t ' a n a d i l ~ ~ ~ o n a l
I . . . Concession Fee equal to T i s . . (ill i\,or'tl~j '3s d~rz to 1
the Authority during that year, duc ; ~ n d payable for I I the form of an additional Concession Fee equal to 12% .
(two per cent)) of the total.Realisable.Fee during that ; ' year, due and payable on a pro rata basis for the period
I 1 remaining in that year; and for each subsequent year of k
I j the Concession Period, thc Prcmiuin shall be
I I
the period remaining in t i l i t yc.1 , all<! h r t a c h subsequent year of the C o ~ ~ c c s s r o ~ l !'..I-iild, the P r e l n ~ ~ ~ r n I
i shall be determined by incrc:1!;111g rile 11111trunr I J ~ : Premium i ~ i the rcrpectivc Yrrr I?:$ I ! ~ J i I i ~ ~ o l i ~ l ?!Y / (five per ~ ~ s ~ o p ! l ? p _ ~ ; ~ c ! , , ~ [ ~ > :Ilc . ~ ~rnmcdintel\~ -.-L. j
-. ...... .... .-..------ - ...... ... !.~,~?+:e?~-::-;~-*-~: :.z**-.-<:,: :. !. .. -.-.-.. ,:-,I--. .. -..-.. -. . . . . . . . d
i 1 .! )
> k . . 1
[%lause/ 1 Description I Existing Provisions Modified I ' r o v ~ s ~ o ~ r \ I f i
preceding yeor, For the ovc!icl:~~lcc of doubt, the 1 Premiu~n for a l l the sc~hscc~crrr~r . c..)! 5 sl.lall b c ' / determined b s increasing t!!c : I I I I ~ ~ I I I ! I * ! iJrcrn!ucli I
determined by .increasing theproportion of Premium to thc tot81 Realisable Fce in. the respective year by an additional 1% (one percent) as compared to the
1 i
I 1
L--
immediately preceding year. For the avoidance o f doubt ,% as cornpare to the immcti~:~lcl~; r ! ~ . ,-:I~:! '
I - . .
and by way of illustration, the Premium for the ...... ti) . I
..... .......................... ( th) and ..th .................... (..... ..th) years shall be equal to (3%
(three per cent) and 4% (four per cent))' respectivcly of the total Realisable Fee for the respective years.
For 6 laning projects the pl~rssc " o ~ ! llir c.:!jU date'' 1
shall be subsrirure&by "on the .Al>pilirn:'ll Dale' ' I ...... --- 1
4-LANING OF BAREILLY-SITAPUR SECTION OF NH-24 UNDER NHDP I11 IN THE STATE OF UTTAR PRADESH ON DESIGN, BUILD, FINANCE, OPERATE AND TRANSFER (DBFOT) BASIS
ADDENDUM 2
1. A m e n d m e n t s i n R e q u e s t for Proposal (Volume-I)
Clause 1 Description 2.1.14 / General
terms of Bidding
I
(the "Conflict of Interest") that affects the Bidding Process. Any Bidder found to have a Conflict of Interest shall be disqualified. In the event of disqualification, the Authority shall forfeit and appropriate the Bid Security or Performance Security, as the case may be, as mutually agreed genuine pre- estimated compensation and damages payable to the Authority for, inter aha, the time, cost and effort of the Authority, including consideration of such Bidder's proposal, without prejudice to any
1 Existing Provisions
i (the "Conflict of Interest") that affects the Bidding Process. Any Bidder found to have a,Conflict of Interest shall be disqualified. In the event of disqualification, the .Authority shall forfeit and appropriate 5% of the value of the Bid Security or Performance Security, as the case may be, as mutually agreed genuine pre-estimated compensation and damages payable to the Authority for, inter alia, the time, cost and effort of the Authority, including consideration of such
Modified Provisions 2.1.14: A Bidder shall not have a conflict of interest 1 2.1.14: A Bidder shall not have a conflict of interest
(i) such Bidder (or any constituent thereof) and any other Bidder (or any constituent thereof) have common controlling shareholders or other ownership interest; provided that this qualification shall not apply in cases where the direct or indirect shareholding in a Bidder or a constituent thereof in the other Bidder(s) (or any of
other right or remedy that may be available to the Authority hereunder or otherwise. Without limiting the generality of the above, a Bidder shall be considered to have a Conflict of Interest that affects the Bidding Process, if:
than 5% of its paid up and
Bidder's proposal, without prejudice to any other right or remedy that may be available to the Authority hereunder or otherwise. Without limiting the generality of the above, a Bidder shall be considered to have a Conflict of Interest that affects the Bidding Process, if:
(i) such Bidder (or any constituent thereof) and any other Bidder (or any constituent thereof) have common controlling shareholders or other ownership interest; provided that this qualification shall not apply in cases where the direct or indirect shareholding in a Bidder or a constituent thereof in the other Bidder(s) (or any of its constituents) is not more than 25%(twenty
Clause / Description ( Existing Provisions Modified Provisions I 1 subscribed capital; or I five per cent) of its paid up and subscribed
............. I / (ii) capital; or I
Bid Security
(iii) ...............
(iv). .............
(v) ...............
(vi) such Bidder has participated as a consultant to Authority in the preparation of any docume design or technical specitications of the Project.
2.20.7 The Bid Security shall be forfeited and appropriated by the Authority as mutually agreed genuine pre-estimated compensation and damages payable to the Authority for, inter alia, time, cost and effort of the Authority without prejudice to any other right or remedy that may be available to the Authority hereunder or otherwise, under the following conditions:
a) If a Bidder submits a non-responsive Bid;
(ii) ............. I (iv). .............. I (v) ............... I (vi)such Bidder has participated as a consultant to the
Authority in the preparation of any documents, design or technical specifications of the Project.
Notwithstanding anything stated herein a conflict of interest situation arising at the pre-qualification stage will be deemed to subsist only, as between such applicants attracting conflict of interest provisions on account of shareholdings, submit bids under this document.
2.20.7 The Bid Security shall be forfeited and appropriated by the Authority as mutually agreed genuine pre-estimated compensation and damages 1 payable to the Authority for, inter alia, time, cost and effort of the Authority without prejudice to any other right or remedy that may be available to the Authority hereunder or otherwise, under the following conditions:
a) If a Bidder submits a non-responsive Bid;
I ( Subject however that in the event of encashment of I
Clause
I Letter ) Para 26
Description
comprising the Bid
Existing Provisions
I/We hereby submit our Bid and offer a Premium in the form of - days (in words) afterhefore COD as share of the Authority/ require a Grant of Rs. (Rupees only) (Strike
out whichever is not applicable)] for undertaking the aforesaid Project in accordance with the Bidding Documents and the Concession I Agreement.
--
Modified Provisions bid security occurring due to operation of para 2.20.7 (a), the damage so claimed by the Authority shall be restricted to 5% of the value of the Bid
I/We hereby submit our Bid and offer a Premium in the form Rs ........ (in words) out of the gross revenues of the Project as share of the Authoritylrequire a Grant of Rs ........ (Rupees ............ only), (Strike out whichever is not applicable)] for undertaking the aforesaid Project in accordance with the Bidding Documents and the Concession Agreement.
2. Amendments in Draft Concession Agreement (Volume-11)
I Clause/ I Description I Existing Provisions Modified Provisions
Period
Art. Clause 29.2.3
Modification in the Concession
any ~ E c o u n t i n ~ Year shall exceed the designed capacity of the Project Highway and shall continue to exceed the designed capacity for 3 (three) Accounting Years following thereafter, an Indirect Political Event shall be deemed to have occurred and the Authority may in its
any accounting year shall exceed the designed capacity of the project highway, the Authority at it's option may cause preparation of a detailed project report (DPR). The said DPR, inter-alia will assess the cost as may have to be incurred for augmenting the capacity of the
discretion terminate this Agreement by issuing a Termination Notice and making a Termination Payment under and in accordance with the provisions of Clause 34.9.2; provided that before issuing such Termination Notice, the Authority shall inform the Concessionaire of its intention and grant 180 (one hundred and eighty) days time to make a representation, and may after the expiry of such 180 (one hundred and eighty) days period, whether or not it is in receipt of such representation, in its sole discretion issue the Termination Notice. For the avoidance of doubt, the Parties agree that an average daily traffic of 60000 PCUs shall be deemed to be the designed capacity of the Four-Lane Project Highway.
Notwithstanding anything to the contrary contained in this Agreement, if the average daily traffic of PCUs in
project highway such that its capacity shall have increased sufficiently for canying the then current traffic in accordance with the corresponding provisions of the Indian Roads Congress publication no. IRC:64- 1990 or any substitute thereof and extension of concession period, if any, that may be required to yield the concessionaire a post-tax return on equity (Equity IRR) of 16% per annum, such assessment being made at an assumed debt equity ration of 70:30; such assessment being made at assumed debt: equity ratio of 70:30; such extension of concession period shall be however limited to 5 (five) years. For avoidance of doubt it is stated that there shall be no reduction in the concession period as originally accepted. The Authority may thereafter, at their sole option, issue a notice to the Concessionaire, (to be responded within a period of three months from the date of such notice), to undertake within six months of such notice, augmentation so determined by the Authority. On refusal or non-acceptance by the Concessionaire to undertake such augmentation, either absolutely or on such extension of concession period as assessed under the DPR, or on the failure of the Concessionaire to undertake such augmentation on the due date so
Notwithstanding anything to the contrary contained in this agreement, if the average daily traffic of PCU's in
Art. / Clause1 I Description I Existing Provisions
shall be deemed to have occurred and the Authority may in It's discretion Terminate this Agreement by issuing a Termination Notice and making a Termination Payment under and in accordance with the provisions of Clause 34.9.2; without the Authority being liable to issue any further notice under this provision.
Modified Provisions
For the avoidance of doubt, the Parties agree that an average daily traffic of 60000 PCUs shall be deemed to be the designed capacity of the Four-Lane Project Highway.
entitled, from such date, to recover Damages, to be calculated and paid for each day of delay until the
Damages for breach of maintenance obligations
I I breach is cured, at the higher of (a) 5% (five
In the event that the Concessionaire fails to repair or rectify any defect or deficiency set forth in the Maintenance Requirements within the period specified therein, it shall be deemed to be in breach of this Agreement and the Authority shall be entitled to recover Damages, to be calculated and paid for each day of delay until the breach is cured, at the higher of (a) 0.5% (zero point five per cent) of Average Daily Fee, and (b) 0.1% (zero point one per cent) of the cost of such repair or rectification as estimated by the Independent Engineer. Recovery of such Damages shall be without prejudice to the rights of the Authority under this Agreement, including the right of Termination thereof.
In the event that the Concessionaire fails to repair or rectify any defect or deficiency set forth in the Maintenance Requirements within the period specified therein, it shall be deemed to be in breach of this Agreement and the Authority shall be entitled to recover Damages, to be calculated and paid for each day of delay until the breach is cured, at the higher of (a) 0.5% (zero point five per cent) of Average Daily Fee, and (b) 0.1% (zero point one per cent) of the cost of such repair or rectification as estimated by the Independent Engineer.
Notwithstanding anything contained in this Agreement, should the actual traffic exceed the design capacity, during any year or part thereof and the Concessionaire fails to repair or rectify any defect or deficiency set forth in the Maintenance Requirements within the period specified therein, it shall be deemed to be in breach of this Agreement and the Authority shall be
"Change in Ownership"
Clause1 Art.
"Change in Ownership" means a transfer of the direct andlor indirect legal or beneficial ownership of any shares, or securities convertible into shares, that causes the aggregate holding of the {selected bidder1 Consortium Members}, together with {itsltheir) Associates, in the total Equity to decline below (i) 5 1% (fifty one per cent) thereof during Construction Period, (ii) 33% (thirty three per cent) thereof during a period of 3 (three) years following COD, and (iii) 26% (twenty six per cent) thereof, or such lower proportion as may be permitted by the Authority during the remaining Concession Period; provided that any material variation (as compared to the representations made by the Concessionaire during the bidding process for the purposes of meeting the minimum conditions of eligibility or for evaluation of its application or Bid, as the case may be,) in the proportion of the equity holding of {the selected bidder1 any Consortium Member) to the total Equity, if it occurs prior to COD, shall constitute Change in Ownership;
Recovery of such Damages shall be without prejudice to the rights of the Authority under this Agreement, including the right of Termination thereof. "Change in Ownership" means a transfer of the direct andlor indirect legal or beneficial ownership of any shares, or securities convertible into shares, that causes the aggregate holding of the {selected bidder/ Consortium Members), together with {itsltheir) Associates, in the total Equity to decline below 51% (fifty one per cent) thereof during Construction Period and two years thereafter, provided that any material variation (as compared to the representations made by the Concessionaire during the bidding process for the purposes of meeting the minimum conditions of eligibility or for evaluation of its application or Bid, as the case may be,) in the proportion of the equity holding of {the selected bidder1 any Consortium Member) to the total Equity, if it occurs prior to completion of a period two years after COD, shall constitute Change in Ownership;
Modified Provisions
Average Daily Fee, and (b) I % (one per cent) of the cost of such repair or rectification as estimated by the Independent Engineer, for the balance period of the concession.
Description Existing Provisions
1
Clause 7.l(k)
Representations and Warranties of the Concessionaire
it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the (selected bidder1 Consortium Members), together with (its1 their) Associates, hold not less than 51% (fifty-one percent) of its issued and
it shall at no time undertake or permit any Change in Ownership except in accordance with the provisions of Clause 5.3 and that the {selected bidded Consortium Members), together with {its/ their) Associates, hold not less than 51% (fifty-one percent) of its issue*
Art. -- / Clause1 / Description I Existing Provisions
paid up Equity as on the date of this Agreement; and that no member of the Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Qualification shall hold less than 26% (twenty six per cent) of such Equity during the Construction Period;
Modified Provisions
paid up Equity as on the date of this Agreement; and that each member of the Consortium whose technical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Qualification shall hold at least 26% (twenty six per cent) of Equity during the Construction Period and two years thereafter along with its Associates.
Without prejudice to the provisions of Clause 26.1, the Concessionaire agrees to pay to the Authority on the COD date, a Premium in the form of an additional Concession Fee equal to Rs.. . . . . (in words) as due to the Authority during that year, due and payable for the period remaining in that year; and for each subsequent year of the Concession Period, the Premium shall be determined by increasing the amount of Premium in the respective year by an additional 5%
I
Additional Concession Fee
mortgages/pledges/hypothecation of goodslassets other than Project Assets and their related documents of title, arising or created in the ordinary course of business of the Project Highway, and as security only for indebtedness to the Senior Lenders under the Financing Agreements andlor for working capital arrangements for the Project Highway;
Clause 40.2(b)
Without prejudice to the provisions of Clause 26.1, the Concessionaire agrees to pay to the Authority {for the ...... th ........................... th)lS year of the Concession Period, but commencing from the day falling after ....... .......................... days from COD}, a Premium in the form of an additional Concession Fee equal to {2% (two per cent)) of the total Realisable Fee during that year, due and payable on a pro rata basis for the period remaining in that year; and for each subsequent year of the Concession Period, the Premium shall be
Provided further that any such request made under Clause 7.I(k) and/or Art 48, at the option of the Authority, may be required to be accompanied by a suitable no objection letter from lenders". mortgageslpledgeslhypothecation of goods/assets other than Project Assets and their related documents of title, a charge on the Escrow Account, arising or created in the ordinary course of business of the Project Highway, and as security only for indebtedness to the Senior Lenders under the Financing Agreements and/or for working capital arrangements for the Project Highway;
Permitted assignment and charges
I
i 1
h ~ r n ~ d by increasing the proportion of hemiurn to
/ Clause1 1 Description 1 Existing Provisions
the total ~ealisable ~e~ in the respective year by an additional 1% (one percent) as compared to the immediately preceding year. For the avoidance of doubt and by way of illustration, the Premium for the ..... .th ( .......................... ....... th) and th ............................ th) years shall be equal to (3% (three per cent) and 4% (four per cent)} respectively of the total Realisable Fee for the respective years.
Modified Provisions
preceding year. For the avoidance of doubt, the Premium for all the subsequent years shall be determined by increasing the amount of Premium by 5% as compare to the immediately preceding year. ! For 6 laning projects the phrase "on the COD date" shall be substituted by "on the Appointed Date"
- TlaRrcl i ~ 3 7 m f 4 . m
n
!Phone 91 11 25074100'25074200
~ ~ j i h ~ ~ ) h / ~ a x 91 1125093507 / 25093514
National Highways Authority of India m. lE"" 2223 / 2318 2468 / 2553
(Ministry of Road Transport and H~ghways) *-5- 6 ,? iTX-10 ,Z lWr ,~k?%-110075 G-5 & 6, Sector-10. Dwarka, New Delhl-110075
I*.
% NHAI/BOT/llO19/ 1 5 / 2 0 0 8 / ~ ~ I ~ ~ Date: 18.1 1 2009
To As per the list (Pre-qualified Bidders who have purchased RFP documents for Bareilly-Sitapur project)
Sub: 4-laning of Bareilly-Sitapur section of NH-24 under NHDP III in the State of Uttar Pradesh on Design, Build, Finance, Operate and Transfer (DBFOT) basis - Addendum 3 reg.
Sir,
Please refer to NHAI's letter dated 16.11.2009 issuing therewith Addendum 4 for Bareilly-Sitapur project, the title of project was inadvertently mentioned for Moradabad- Bareilly project, therefore, title of project in the addendum 4 shall be read as given below:
"4-LANING OF BAREILLY-SITAPUR SECTION OF NH-24 UNDER NHDP 111 IN THE STATE OF UTTAR PRADESH ON DESIGN, BUILD, FINANCE, OPERATE AND TRANSFER (DBFOT) BASIS
ADDENDUM 4" Instead of
"4-LANING OF MORADABAD-BAREILLY SECTION OF NH-24 UNDER NHDP 111 IN THE STATE OF UTTAR PRADESH ON DESIGN, BUILD, FINANCE, OPERATE AND TRANSFER (DBFOT) BASIS
ADDENDUM 2"
Dy. General Manager (UP-I)
- ,r_ , . , .: . !! f,,"?; 1 C, I i I
P I
f t i
1
yqk ~ 1 7 f fiw m : ~ h o c e 9 ? ~ , 1 - 2 5 0 7 ~ ~ ~ ? ~ ~ r 2 a o :
h l ; u 91-11.25093507 i 25093514 ~ ~ ~ , ~ ~ ~ * ~ ~ ) !
National ~ i ~ h ~ ~ ~ ~ ~ ~ t h ~ ~ i t ~ India V?. !EX:; "23 I 2"'" 1 2 ~ 5 :
(Ministry of Shipping, Road Transport and Highways) . ,
*--5 6 , h - 1 0 . 3l7W 5Tif f&8t-ll0 075 I G-5 8 6 . Sector-10. Dwarka. New Delhi-110075 . i
i ! - ., 1. : ,,!: , . ! .
. d
N H A I / B ~ T / ~ ~ o ~ ~ / ~ s / u w ~ ~ / u P / (6 Date:20.11.2009
To Oriental StructuAEngineers ~ h . Ltd. 21, Commercial Complex, Malcha Marg, Diplomatic Enclave New Delhi - 110 021..
Sub: 4-laning of Bareilly-Sitapur section of NIX-24 under NHDP III in the State of Uttar Pradesh on Design, B d d , Finance, Operate and Transfer (DBMIT) basis - clarification reg.
Sir,
Please refer to your disqualification under cl Project as mentioned above in the subject.
2. In this regard, it is to inform that the relationship(s) through JVs and SPVs will not come under purview of "Conflict of Interest" under .wb-clause (v) of clause 2.1.14 of RFP, unless the relationship 1s of a nature which oze party to either have information about the other party's bid. or to be in a position to influence such bid.
Copy for kind information to:
1 1L & FS Transportation Networks Lid 2 DSC Limited 3 PN - SREI -Gdf:. - I >
KA - Sibmost iJV) U/o" 5 , SOIvlA Enterprises L.td 5 NCC -- VIL 7 BSC - C&C Coneo~iium
' 9;1*4 iwj 6 m j [ m /Phone 91 1 ~ 2 ~ 7 4 l O O l r a ~ ~ n ~
~ ~ 3 a - T ~ ~ ) ~ I F ~ X 91 11-25093507 1 25093514
National Highways Authority of India 'TfR lExtn 2223 1 2318 1 2468 1 2553
(Ministry of Road Transport and Highways) *-5 6, *-lo, m, slif f&?% - I10 075 (3-5 & 6. Sector-10. Dwarka. N w Delhi-110075
NT irll, BOT/ 110 19/15/ 2008/ U I J ~ , ~ Dak 23 1 i 2509
As per the list (Pre-qualified Bidders who have purchased RFP documents for Bareilly-Sita~ur project)
Sub: 4-laning Of Bareilly-Sitayur section of NH-24 under NHDP 111 in the State of T r n , ~ Pv=+s~; nv neSiZ,,, ~ , , i l n Finance, OyWt' and T m ~ n f c r (DBFOT) basis - Addendum 5 reg.
Sir,
Please refer to NHAI's letter dated 13.08.2009, 25.08.2009, 03.09.2009, 16.11.2009, and lgfS1:2009 issuing therewith Addendum 1, ~ d d e n d u m 2. Addendum 3 and Addendum 4 for Bare~lly-Sitapur project. Due to in Article 26 of DCA, addendum 5 i s
enclosed herewith for necessary action which will also be an integral part of the RFP document. Bidders are therefore, required to consider t h e Addendum 5 also before submission of their Bid Proposals.
Yours faithfully,
~ n c l : As above
Dy. General Manager (UP-I)
4-LANING OF BAREILLY-SITAPUR SECTION OF NH-24 UNDER NHDP I11 IN THE STATE OF UTTAR PRADESH ON DESIGN, BUILD, FINANCE, OPERATE AND TRANSFER (DBFOT) BASIS
ADDENDUM 5
1. Amendments in Request for Proposa l (Volume-I)
Clause 2.1.14
Description General terms of Bidding
(i) such Bidder (or any constituent thereof) and any other Bidder (or any constituent thereof) have common controlling shareholders or other ownership interest; provided that this qualification shall not apply in cases where the direct or indirect shareholding in a Bidder or a constituent thereof in the other Bidder@) (or any of its constituents) is not more than 25%(twenty five per cent) of its paid up and subscribed capital; or
Existing Provisions 2.1.14: A Bidder shall not have a conflict of interest (the "Conflict of Interest") that affects the Bidding Process. Any Bidder found to have a Conflict of Interest shall be disqualified. In the event of disqualification, the Authority shall forfeit and appropriate 5% of the value of the Bid Security or Performance Security, as the case may be, as mutually agreed genuine pre-estimated compensation and damages payable to the Authority for, inter alia, the time, cost and effort of the Authority, including consideration of such Bidder's proposal, without prejudice to any other right or remedy that may be available to the Authority hereunder or otherwise. Without limiting the generality of the above, a Bidder shall be considered to have a Conflict of Interest that affects the Bidding Process, if:
(i) such Bidder (or any constituent thereof) and any other Bidder (or any constituent thereof) have common controlling shareholders or other ownership interest; provided that this qualification shall not apply in cases where the direct or indirect shareholding in a Bidder or a constituent thereof in the other Bidder(s) (or any of its constituents) is not more than 25%(twenty
Modified Provisions 2.1.14: A Bidder shall not have a conflict of interest (the "Conflict of Interest") that affects the Bidding Process. Any Bidder found to have such a Conflict of Interest shall be disqualified. In the event of disqualification, the Authority shall forfeit and appropriate 5% of the value of the Bid Security or Performance Security, as the case may be, as mutually agreed genuine pre-estimated compensation and damages payable to the Authority for, inter alia, the time, cost and effort of the Authority, including consideration of such Bidder's proposal, without prejudice to any other right or remedy that may be available to the Authority hereunder or otherwise. Without limiting the generality of the above, a Bidder shall be considered to have a Conflict of Interest that affects the Bidding Process, i f
(iv) ...............
(v) ...............
(iii) ...............
Modified Provisions five per cent) of its paid up and subscribed capital; or
............. (ii)
(iv). ..............
Existing Provisions
............. (ii)
... (111) ...............
' Clause
I I
Description
(vi)such Bidder has participated as a consultant to the Authority in the preparation of any documents, design or technical specifications of the Project.
Notwithstanding anything stated herein a conflict of interest situation arising at the pre-qualification stage will be deemed to subsist only, as between such
(v) ...............
(vi)such Bidder has participated as a consultant to the Authority in the preparation of any documents, design or technical specifications of the Project.
Notwithstanding anything stated herein a conflict of applicants attracting conflict of interest provisions on account of shareholdings, submit bids under this document.
interest situation arising at the pre-qualification stage will be considered to subsist only, as between such Applicants attracting conflict of interest provisions on account of shareholdings, who submit bids under this document *-.,,!
2. Amendments in Draft Concession Agreemen t (Volume-11)
Clause Additional 26.2.1 Concession Fee I- Clause1 I Description I Existing Provisions
Without prejudice to the provisions of Clause 26.1, the Concessionaire agrees to pay to the Authority on the COD date, a Premium in the form of an additional Concession Fee equal to Rs. .. .. . (in words) as due to the Authority during that year, due and payable for the period remaining in that year; and for each subsequent year of the Concession Period, the Premium shall be determined by increasing the amount of Premium in the respective year by an additional 5% (five per cent) as compared to the immediately preceding year. For the avoidance of doubt, the Premium for all the subsequent years shall be determined by increasing the amount of Premium by 5% as compare to the immediately preceding year.
Modified Provisions
For 6 laning projects the phrase "on the COD date" shall be substituted by "on the Appointed Date"
"Without prejudice to the provisions of Clause 26.1, the Concessionaire agrees to pay to the Authority, on the COD date, a Premium in the form of an additional Concession Fee equal to Rs. (in words) as due to the authority during that year, due and payable for the period remaining in that year; and for each subsequent year of the Concession Period, the Premium shall be determined by increasing the amount of Premium in the respective year by an additional 5 % (five percent) as compared to the immediately preceding year. For the avoidance of doubt, the Premium for all subsequent years shall be determined by increasing the amount of premium by 5 % as compared to the immediately preceding year.
For avoidance of doubt it is clarified that the term 'Premium' as referred in para above shall be as applicable for one financial year. In accordance with and in compliance with the terms of this agreement, If payment of such 'Premium' is due and payable only for part of such financial year, then only pro-rata payments @ 1/12 th of such Premium shall be payable for each month of such part financial year for which such Premium payments is due as payable. For the purpose of assessing the amount due for payment on such payment of Premium, part of a month shall be deemed to be a full month. In such circumstances the subsequent year as referred to in para above, for the purpose of 5% annual escalation shall fall to commence on 1st of April of the immediately succeeding financial
/ Clause/ ( Description 1 Existing Provisions Modified Provisions
I I
. ".
. - >
Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and undertakes that the total Realisable Fee for the purposes of computing the Concession Fee under this Article 26 shall be determined on the express understanding that the number of PCUs in the first year following the COD shall be deemed to be the higher of (a) the actual PCUs and (b) 22450 PCUS' ; and that the number of PCUs for computing the Concession Fee for each subsequent year shall be deemed to be the higher of (a) the actual PCUs and (b) 2% (two percent) greater than the number of PCUs reckoned hereunder in the immediately preceding year. For the avoidance of doubt, the Parties hereto agree that for the purposes of computing the Concession Fee hereunder, the proportion of cars, buses, trucks and other vehicles to the total number of PCUs shall always be based on the actual proportion thereof in the relevant year. The Parties further agree that for purposes hereof, Realisable Fee shall be computed with reference to the Fee due and payable by Users and any discounts, concessions or waivers granted by the Concessionaire to any or all Users shall not be reckoned for computing the Realisable Fee hereunder. The Parties also agree that computation of PCUs hereunder shall be based on the traffic at the Toll Plaza, and in the event the Project Highway has 2 (two) or more Toll Plazas, the average traffic thereof shall be computed for purposes hereof. The Concession Fee payable under the provisions of
26.3
I For 6 laning projects the phrase "on the COD date" shall be substituted by "on the Appointed Date" Deleted
The Concession fee payable under the provision of this
Determination of Concession Fee
I I I
I
I I I
I I
1
! 1
26.4 Payment of
( Clause1 / Description I Existing Provisions
Clause 29.2.3
Modified Provisions
month, the Concessionaire shall pay to the Authority against the Concession Fee, a provisional amount calculated on the basis of total Realisable Fee of the immediately preceding month, and final settlement thereof, based on audited accounts of the Concessionaire, shall be made within 120 (one hundred and twenty) days of completion of the respective
Art, this Article 26 shall be due and payable in monthly instalments. Within 7 (seven) days of the close of each
Concession Fee
concession period, if any, that may be required to yield the concessionaire a post-tax return on equity (Equity IRR) of 16% per annum, such assessment being made at an assumed debt equity ration of 70:30; such assessment being made at assumed debt: equity ratio of 70:30; such extension of concession period shall be however limited to 5 (five) years. For avoidance of doubt it is stated that there shall be no reduction in the concession period as originally accepted. The Authority may thereafter, at their sole option, issue a notice to the Concessionaire. (to be res~onded within a
Art 26 shall be due and payable in monthly installments, within 7 days of the close of each month.
Modification in the Concession Period
any, that may be required to yield the concessionaire a post-tax return on equity (Equity IRR) of 16% per annum, such assessment being made at an assumed debt:equity ratio of 70:30. Such extension of Concession period shall be however limited to 5 (five) years. For avoidance of doubt it is stated that there shall be no reduction in the concession period as originally accepted. The authority may thereafter, at their sole option, issue a notice to the Concessionaire, (to be responded within a period of three months from the date of such notice), to undertake within six months of such
Accounting Year. Notwithstanding anything to the contrary contained in this agreement, if the average daily traffic of PCU's in any accounting year shall exceed the designed capacity of the project highway, the Authority at it's option may cause preparation of a detailed project report (DPR). The said DPR, inter-alia will assess the cost as may have to be incurred for augmenting the capacity of the project highway such that its capacity shall have increased sufficiently for carrying the then current traffic in accordance with the corresponding provisions of the Indian Roads Congress publication no. IRC:64- 1990 or any substitute thereof and extension of
Notwithstanding anything to the contrary contained in this agreement, if the average daily traffic of PCU's in any accounting year shall exceed the designed capacity of the project highway, the authority at it's option may cause preparation of a detailed project report (DPR). The said DPR, inter-alia will assess the cost as may have to be incurred for augmenting the capacity of the project highway such that its capacity shall have increased sufficiently for carrying the then current traffic in accordance with the corresponding provisions of the Indian roads congress publication or any substitute thereof and extension of concession period, if
Art. I Clause/ / Description I Existing Provisions Modified Provisions
undertake within six months of such notice, augmentation so determined by the Authority. On refusal or non-acceptance by the Concessionaire to
For this purpose, all realizable fees that shall accrue from three months from the date of issuance of the aforesaid notice by the Authority, requiring the
undertake such augmentation, either absolutely or on such extension of concession period as assessed under
I the DPR, or on the failure of the Concessionaire to undertake such augmentation on the due date so intimated by the Authority, an Indirect Political Event shall be deemed to have occurred and the Authority may in It's discretion Terminate this Agreement by issuing a Termination Notice and making a Termination Payment under and in accordance with the provisions of Clause 34.9.2; without the Authority being liable to issue any further notice under this provision.
For the avoidance of doubt, the Parties agree that an average daily traffic of 60000 PCUs shall be deemed to
For the avoidance of doubt, the Parties agree that an average daily trafic of 60000 PCUs and 120000 PCUs shall be deemed to be the design capacity of the Four- Lane Project Highway and Six-Lane Project Highway respectively. . *.-
Concessionaire to procure capacity augmentation under this clause, shall be included in the assessment of revenue generated against the capacity augmentation and the equity IRR calculations as aforesaid shall be so based on such revenues. On refusal or non-acceptance by the Concessionaire to undertake such augmentation, either absolutely or on such extension of concession period as assessed under the DPR, or on the failure of the Concessionaire to undertake such augmentation on the due date so intimated by the authority, an indirect political event shall be deemed to have occurred and the authority may in It's discretion terminate this agreement by issuing a termination notice and making a termination payment under and in accordance with the
be the designed capacity of the Four-Lane Project Highway.
provisions of clause 34.9.2; without the authority being liable to issue any further notice under this provision.
I Clause/ 1 Description I Existing Provisions Modified Provisions 1 "Change in Ownership"
"Change in Ownership" means a transfer of the direct andfor indirect legal or beneficial ownership of any shares, or securities convertible into shares, that causes the aggregate holding of the {selected bidder1 Consortium Members), together with {itsltheir) Associates, in the total Equity to decline below 51% (fifty one per cent) thereof during Construction Period and two years thereafter, provided that any material variation (as compared to the representations made by the Concessionaire during the bidding process for the purposes of meeting the minimum conditions of eligibility or for evaluation of its application or Bid, as the case may be,) in the proportion of the equity holding of {the selected bidder/ any Consortium Member) to the total Equity, if it occurs prior to completion of a period two years after COD, shall constitute Change in Ownership;
"Change in Ownership" means a transfer of the direct and/or indirect legal or beneficial ownership of any shares, or securities convertible into shares, that causes the aggregate holding of the {selected bidder/ Consortium Members}, together with (itsltheir} Associates, in the total Equity to decline below 51% (fifty one per cent) thereof during Construction Period and two years thereafter; provided that any material variation (as compared to the representations made by the Concessionaire during the bidding process for the purposes of meeting the minimum conditions of eligibility or for evaluation of its application or bid, as the case may be,) in the proportion of the equity holding of {the selected bidder1 any Consortium Member) to the total Equity, if it occurs prior to completion of a period two years after COD, shall constitute Change in Ownership;
[For MCA for six laning, the term COD shall stand substituted with "from the date the project achieves1 is granted completion certificate"]. -
P::.-q~~.alifieci Sic!de;s v. ho have purchased RFP d o c u ~ n : ~ ~ t s fr,l Bclreiily-Sita!)ul~ prcjecl-
S. IJn.
1
2 3 4
5 6
-- 7 8
Name of Apphcant --- IL & FS Transportahon Networks Ltd. DSC hmited PNC - SREI - Galfar Consofium ERA: Sibmost (JV) SOMA Enterprises Ltd Oriental Structural Engineers Pvt Ltd. NCC-VIL BSC - C&C Consortium --
ii
;I
Letter Comprising the Bid
Letter Comprising tbe Bid (R~j>r Ciauses 2 .1 .5 und 2.1 +')
Dated: ?$'~ovemher, 2000
Shri P. K. Das General Manager ( BOT I1 B ) National Highways Authority of India 6 - 5 & G-6, Sector 110, Dwarka New Delhi - 114) 095 Phone: +91 11 25074100 (Extn. 1113) Fax: +91 1 1 25074100 (Extn. 2307)
- Sob: Bid for Four Eaning Of Bareilly-Sitapur Section of M-24 from Km 262.000 to Km
413.200 in the State of Uttar Pradesh under NHDP Phase III on DBFOT basis.
Dear Sir,
With referehce to your RFP document dated 18.06.2009, we, having examlned the Bidding Documents and understood their contents, hereby submit our Bid for the aforesaid Project. The Bid is unconditional and unqualified.
2 All information provided in the Bid and in the Append~ces is true and correct
3 . This statement is made for the express purpose of qualifying as a B~dder f o ~ the development, construction, operation and maintenance of the aforesaid Project.
4. We shall make available to the Authority any additional informati011 it may find necessary or require to supplement or authenticate the Bid.
5. We acknowledge the right of the Authority to reject our Bid without assigning any reason or otherwise and hereby waive our right to challenge the same on any account whatsoever.
6 We certlfy that ~n the last three years, ne/ any of the Consort~um Members have ne~ther failed to perform on any contract, as evidenced by ~ m p o s ~ t ~ o n of a penalty or a jcidlc~al pronouncement or arb~trat~on award, nor been expelled from any ploject or contract nor have had any cont~act terminated for breach on our part
(a) We have examined and have 110 resei.va:iol;s to the Biddii~g Documents, including any Addendi~m issued by the Authority.
(b) \Ve do noi have any conflict of interest in accordance with Clauses 2 . 1 14 and 2.1.15 of tile KFI' docu~nent;
(c) V i e hiwe not directly or inilirectly or through an agent engaged or ~ndulgcd in an): corrupt praciice, fraudulent practice, coercive practice, undesiiable practice or restrictive practice, as defined i n Clarise 4.3 of the RFI' document, in respect of any tc~idei or reyurt for proposal issued bj or any agreemeni ei;~c.i.ed inio witli tile Authority or ally other public sector enterprise or any goverll~iient, Central or State; and
(d) We hereby certify that we have take11 steps to ensure that in conformity with the provisions of Clause 4 of the RFP, no person acting for us or on our behalf has engaged or will engage in any corrupt practice, fraudulent pl-actice, coercive pi-actice, undesir'able practice or restrictive practice.
. .
8. We understand that-you may cancel the Bidding Process at any timeand that you ate neither bound to accept any Bid that you may receive nor to invite the Bidders to Bid for the Project, without incurring any liability to the Bidders, in accordance witli Clause 2.6 of the RFP document.
9. We believe that our Consortium satisfies the Net Worth criteria and meets the requirements as specified in the RFQ document and is qualified to submit a Bid in accordance with the guidelines for qualification of bidders seeking to acquire stakes in Public Sector Enterprises through the process of disinvestment issued by tile GO1 vide Department of Disinvestment OM No. 61412001- DD-I1 dated 13th July,
. 2001 which guidelines apply mutatis nuta and is to the Bidding Process.
10. We declare that we I any Member of the Consortiu~n are 1 is not a Member of any other Consoltiurn submitting a Bid for the Project.
I I . We certify that in regard to matters other than security and integrity of the country, we have not been convicted by a Court of Law or indicted or adverse orders passed by a regulatory authority which could cast a doubt on our ability to undertake the Project or which relates to a grave offence that outrages the moral sense of the comn~unity.
12. We further eel-tlfy that in regard to matters relat~ng to securlty and ~ntegr~ty of the country, we have not been charge-sheeted by any agency of the Government or conv~cted by a Court of Lab for ally offence committed by 11s or by any of our Associates
13. We further ce r t~ f j that no investigation by a regulatory authority is pending either against us or against our Associates or against our CEO or any of 0111. Directors1 , -~ .
Ma~~a,nci-s! e~:?l~ln)'ces. 4
We f~~rti;er ceiiifq. thui we are not disqllalified i;, Lerins of tile additional criteria specified by tlie Depal-t~nent of Disinvestl-nent in their 01\A No. 614/2001-DD-11 dated J~lly 13,2001, a copy of which forms part of the RFP at Appendix-V tl~ereof.
We undertake that in case dae to any change in facts or circu~nstar~ces during the Bidding Process, we are attracted by the provisiolis of disqualification in terms of the g~~idelines referred to above, we shall intimate the c\utllority of the same i~n~nediately.
We acknowledge that oui Consortium was pre-qualified and short-listed on the basis o!' Technical Capacity and Financial Capacity of those of its h1embe1-s who will O\Yil at least 26% of the eqiiity of the Colicessionaire and unde~take that each oi'~tlcI1 consortium Members ghall continue to hold at least 26% of the equity of the Concessionaire until the Commercial Operation Date of the Project is achieved under and in accordance with the provisions of thk Concession Agreement. We further agree and acknowledge that the aforesaid obligation shall be in addition to the obligatio~is contained in the Concession Agreement in respect ofchange in Ownersllip.
We acknowledge and agree that in the event of a change in control o f an ~ s s o & t e whose Te'chnical Capacity and/ or Financial Capacity was, taken into consideration for the purposes of short-listing and pre-qualification under and in accordance with the RFQ, we silall inform tlie Authority folthwitli along with all relevant particulars and the Authority may, in its sole discretion, disqualify our Consortium or withdraw the Letter of Award, as the case may be. We further acknowledge and agree that in the event such change in control occurs after signing of the Concession Agreement but prior to Financial Close of the Project, it would, notwithstanding anything to the contrary contained in the Agreement, be deemed a breach thereof, and the Concession Agreement shall be liable to be terminated without the Authority being liable to us in any manner whatsoever.
We understand that the Selected Bidder shall e~ther be an existing Co~npany incorporated under the Indian Companies Act, 1956, or shall incorpg~te itself as such prior to execution of the Concession Agreement.
We hereby irrevocably waive any right which we may have at any stage at law or howsoever otherwise arising to challenge or question any decision taken by the Authority in connection with the selection of the Bidder, or in connection with the Bidding Process itself, in respect of the above mentioned Project and the terms and implementation thereof.
In the event of our being declared as the Selected Bidder, we agree to enter ~nto a Concession Agreement in accordance with the draft that has been provided to us prior to the Bid Due Date. We agree not to seek any changes in tlie aforesaid draft and agree to abide by the same.
We have studled all the B ~ d d ~ n g Documents carefully and also surveyed the project h~ghway and the traffic We understand that except to the extent as expressly set fo~tli In the Concession Agreement, we shall habe n o claun, right or -t~tle arwng out of any documents or tnfo~~nntlor: p~ovded to us by the Author~ty ol 111 respect
ot any i-(~ailer acisil:g c ~ t ~ i or 0,. c~iicc,.;-;;~g 91- ;ei;i#i;>g lo t;!r: Bitidin2 Pi-ocess including the eward ofConcessio~i.
22. Grant has been quoted by us after iaking into consideration all the ter~r~s aid conditions stated i i l the RFP, draft Concession PIgreen-~eni, our own estimates of costs and traffic after a carerul assessment of the site and all the conditions that may affect the Bid.
23. bye offer a Bid Security ofRs.20.46 Crs (Rupees Twenty Crores fourlg six Lacs only) to the Authority in accordancc with the RFP Do~unlent.
24. 'Pile bid Security in the fbm of a Ban!( Guara~rtee is attacl~ed
25 We agree and understand that the Bld 1s subject to the provisions of the B~dd~ng Docu~nents In no case, we shall have any claim or r~ght of whatsoever nature ~f the Project I Concession is not awarded to 11s or our B I ~ is not opened
,'7
26. We hereby submit
with the Bidding Docu~nents and the Concession Agreement.
2 We agree to keep this offer valid for 120 (one hundred and twenty) days from the Bid Due Date specified in the RFP.
28. We agree and undertake to abide by all the terms and conditions of the RFP document.
In witness thereof, we submit this Bid under and in accordance with the terms of the RFP document.
hJI Date: ,8 November, 2009
Rohtas Malik, General Manager (Contracts) Place: New Delhi (Name and designation of the of the Authorised signatory)
Era Infra El~gineerlng Lim~ted (Name and seal of Lead F~rm)
Bank of India .- ... - . . . . ..
i 'I'clephirne: 23741693 (C51) NEW ELK-~ARGE CORPORATE 1 23741692 (Gen) : BRAYCH
i Ynr : 411 I- Z37J I691 j >:.SwHF.f:D BHACAT SINCH M A R C I E-,.*~I . !(NEAR SHI~AJI SI'XDIUM) ! , :LorgeC~nr~mreH#.~~~vl~~Ihifaban~nlindia.co.in Y E W I)F.l.ill - 1 lO W1. I N D I A
. I ' . . . i
The Dy. General ManagerCT)- National Highway Authority of India G- 5 8 6, Sector - 10 Owarka, New Delhi - 110 075
Dear Sir
We refer to your ietter No. NHAllBOTll1016/5/2007/9138 NHAIIBOTII 1019/15/2008/UPI 9140 dated 11.12.2009.
We confirm having issued the following Guarantees on behalf of M/s ERA-SIBMOST J .V
. - . . . . -. . - - -. . - - . - .. - - .. .- -- .- - - - .. . .- ....... ; S. [ BG No. Date of- Valid Upto f Amount I : No.+ ksue !
-..---.- $ /- 7- , 6059lFIBGO9006a/ 23.11.2009 22.05.20~0-'. R~.lS.08.00,0001- !
; i (Rupees Fifteen i Crores ~ i h t Lacs I on1 )
b5bi~1~~6~~9076f2;j-ii~~2.05~2oio / R S ~ O , ~ ~ , O O , ~ ~ I - i.* i : (Rupees Twenty
I . Crores Foity Six lacs i. . .:... ... . . . . 0"'Y). . . . . Thanking you.
Yours faithfully. c1
T o : 486378EtB ' @ C - -
I a> wWM ~ ~ 3 i t T ~ 7 ~ ! w .w* * diiRl m l p h a Ifax Q l @ l - I f . 1 M l l ~ ~ R ( O ) l ~ il.2Y)81507 1 75091514
National Highways A~thotit~r 01 lll~iia ' lCAln / d t : 2"1" 1 24w / 2.5s
Ih.li.<>. -4 o! Roar! l'ransl>o-t a:ld ! < < J ~ W . I ~ ~ )
4 s 1;: G, ibm-10. crialii, -5 1de.11- 110015 G-5 8 6. Sector-10. Dwsrka. N e w Delhr-110075
No. NfIAI/l3~TlllO~9~15/~08/UP~l~o
:I '0 'I'he Chicf Mi~nilger bank of 111dia New h l h i Large Corporate Bnnch PFI Building 4, Sinsad Maq. Ncw Lklhi-J 10001 !L. ;GI \.:>;765{:3
Sub: Conlirmrtium nf Rank Guarmstcc iss~aed by yon
ReF: Rank G~~ara~ltee No. No. 60591l:lRG 090070 dtd. 23.1 1.200') fur Rs20.4G.UO,OMll- (Ilul'ccs Twsnty cmre Forty Six lacs only) valid upto 22.05.2010 i t ) tivour ofHational Highways Aulhority of India (?WAX) on behdfoCM1s ERA-SIBMOST .1V.
Sir,
MIS ERA-SIRMOST JV., has st~brnilled thc nbove ~ilentionccl Bittb (;uaran(cc to Natiotml Highways Authority uT lndia(Nl-LA]) towards BiclSccurity tbr "4-Liming n i Cercilly- Sihpur sectio~t uf NH-24 frotn Km 262.000 to Km 413200 in ihc ?itate of llttar Ridash under N M P 111 on DnPf3T basis".
You are rcquestsd to confirm us or having isscad the alwvc ~ncntiolwd llant Ciuarantem. ?'he coni'ort~~i~rion lencr sho~~ld mention our lctlcr nucnhcr and addressd lo Ihc undetsigncd. It rnuy also Ix conlinned tllai tlw Bank (iuitrantec IW bcen signcd by your suthoriscd signatnry.
10
Sub:
Shri P. K. Das Gencl-~I Manager ( BOT 11 ) National Highways Autl~ority of India G-5& G-6, Sector 10, Dwarka New Delhi - 110 075 Phone: +91 11 25074100 (Extn. 1113)
+91 11 25074100 (Extn. 2307)
id for Four L a n i x of Banilly-SitapUr Section of m - M from Knl 262-000 to K~~ 113.200 in the State of Uttar P n d a h under NWP Phase m 0" DBYoT
--w basis.
Dear Sir,
~t he outse, we tl~ank you for giving ul the opportunity to panicipate ill above tender. We -
have gone through the Tender Docunentr and have quotd our prim accordingly.
Dated 23.1 1.2009 We are enclosing a Bank Guarantee No. fn R ~ , 20,46,00,000/- (Rupees Twenty Crore Foum Six Lacs Only) towards Bid Security.
Thmiti~lg YOU mi assuring you of our sincere efforts a l w a ~ .
Yours faithfully,
(Authorized Signatory)
Encl.: a.a.
. -. _ .. -. __ . -. -- ))-?.I. Sector-3, ii'nida (I:.?.) 201 301
1 ~ 1 : (1110..t037000; Fnx: 0110.4037029; F.mail:Contracrr!a!rr~e~~~~~~i 8 1 ,
i
National Highway Autharity of India, G - 5 & 6, Sector - 10, i i. Dwarka, New Delhi - 110075
Dear Sir,
Our Bank Guarantee Nos. 6059IFIBG090(r71) Dated 23.11.2009 of Rs 20,46,00,000/-
Applicant: - h4/s ERA - SlBMOST J.V. ~~***********u***************************-*********~**rc*+*~
We are enclosing our above-mentioned Bank Guarantee issued by us.
You may obtain confirmation of the Bank Guarantee frorr~ our controlling office at the following address: -
Bank of India Zonal Office, Jeevan Bharti Building,
1 Level -5, Tower -1, 124, Connaught Circus, New Delhi - 110001
Kindly acknowledge the same.
CHIEF MANAGER
/---+ ,r ,'42j": \ ?< L 2 -. ,
2 3 -
2 4
A-- - / '
DELHI Bank Guarantee for Bid Security
B.G. No.: 6 O S q l F l ~ 0 9 ~ 7 0 t i 938896 To, B.G.Date: a3\\1 \ aosq , National Highways Authority of India B.G. Amount: Rs.20,46,00,000/- I
G5 &6, Sector -10, Dwarka Valid upto: $21 ospot o , 1 New Delhi-110075
1. In consideration of you, National Highways Authority of India, having its office at G-5,&6 sector-lODwarka,New Delhi-110075 (hereinafter referred to as the "Authority", which expression shall unless it be repugnant to the subject or context thereof include its, successors and assigns) having agreed to receive the Bid of "ERA-SIBMOST J.V."(Joint Venture consisting of MIS Era Infra Engineering Ltd,having its registered office at 370-37112,Sahi Hospital Road, Jangpara Bhoga1,New Delhi-110014 and Open Joint Stock Company "SIBMOS'f'~,having its registered office at Dimitrova str., 16,Novosibirsk 630099,Russia) and having its Correspondence office at B-24,fktor-3 Noida-201301 (and acting on behalf of its Consortium) (hereinafter referred to as the "Bidder" which expression shall unless it be repugnant to the subject or context thereof include its/ their executors administrators, successors and assigns), for the "Four Laning of Bareilly-Sitapur section of NH-24 from km 262.000 to km 413.200 in the State of Uttar Pradesh under NHDP 111 on Design,Build,Finance, Operate and Transfer (DBFOT) basis" (hereinafier referred to as "the Project") pursuant to the RFP Document dated 18.06.2009 issued in respect of the Project and other related documents (hereinafter f s
collectively referred to as "Bidding Documents"), we Bank of India , a Banking company incorporated under the companies (Acquisition and Transfer of Undertaking ) Act 1970 having our registered ofice/ Head office at Star Ho~lse, C-5, "G" Block, Bandra (East) Mumbai-400051 and one of its branches at PTI Building , 4 , Sansad Marg. Connaught Place , New Delhi-110001 (hereinafter referred to as the "Bank"), at the
-%.
request of the Bidder, do hereby in terms of Clause 2 1 7 read w ~ t l ~ Clause 2.1.8 0:. the RFP Document, irrevocably, uncond~tionally and without reservation guarantee the du: ar;d , - raltllfill fulfilment and compliance of the tenns and coiiA~rions o f . the Bldding -
,' C:ontcl.. .?
m * i '1 L .8' '*
*" 4 3 /
I/---- " .)(L~"G , /
6csctl R~ 6 9 ~ 7? R.G. No.: B.G. Date:
'3jl!] 2a&
B.G. Amount: Rs.20,46,00,000/- Valid upto: adjo?;l go1 r
Documents (including the RFP Doculnent) by the said Bidder and unconditionally and irrevocably undertake to pay forthwith lo the Authority an amount of RY. 20.46 Crore (Rupees Twenty Crore Forty Six Lac only) as bid security (hereinafter referred to as the "Bid Security") as our primary obligation without any dbmur, reservation, recourse. contest or protest and without reference to the Bidder if the Bidder shall fail to fulfil or comply with all or any of the terms and conditions contained in-the said Bidding Documents. -
2. Any such written demand made by the Authority stating that the Bidder is in default of the due and faithful fulfilment and compliance with the terms and conditions
k contained in the Bidding Documents.shal1 be final, conclusive and binding on the Bank.
3. We, the Bank, do hereby unconditionally undertake to pay the amounts due and payable under this Guarantee without any demur, reservation, recourse, contest or protest and without any reference to the Bidder or any other person and irres@ve of whether the claim of the Authority is disputed by the Bidder or not merely on tile first demand from the Authority stating that h e amount claimed is due to the Authsrity by reason of failure of the Bidder to fulfil and comply with the terms and conditions contained in the Bidding Docments including failure of the said Bidder to keep its Bid open during the Bid validity period as setforth in the said Bidding Documents for any reason whatsoever. Any such demand made on the Bank shall be conclusive as regards amount due and payable by the Bank under this Guarantee. However, our i
i liability under this Guarantee shall be restricted.10 an amount not exceeding Rs. 20.46 Crore (Rupees Twenty Crore Forty-Six Lac only).
4. This Guarantee shall be irrevocable and remain in full force for a period of 180 (one hundred and eighty) days from the Bid Due Date inclusive of a claim period of 60 (sixty) days or for such extended period as may be mutually agreed between the
I Authority and the Bidder, and agreed to by the Bank, and shall continue to be enforceable till all amounts under this Guarantee have been paid.
I ! . i
i
5. We, the Bank, hrther agree that the Authority shall be the sole judge to decide as I
to whether the Bidder is in default of due and faithhl fulfilment and compliance i!
with the terms and conditions contained in the Bidding Documents including, inter . alia, the failure of the Bidder to keep its Bid open during the Bid validity perio& j set forth in the said Bidding Documents, and the decision of the Authority that the r'
I Bidder is in default as aforesaid shall be final and binding on us, notwithstanding B any differences between the Authority and the Bidder or any dispute pending before [ any Court, Tribunal, Arbitrator or nny other Authority.
6 The Guarantee shall not be affectsd by any change i l l the const~tution or windlng up merger i ly ai~~algan~ation of the Bidder
u
- ,. 2- ContJ. ..3 .
I
--
B.G. E ~ . : G ~ , G ; F g33i33 PL'',';~
B.G. Date: 3%) t I 12 09 B.G. Amount: Rs.20,46,00,0001- Valid upto: aq c&o I 0
7 In order to glve full effect to this Guarantee, the Authority shall be entitled to treat the Bank as the principal debtor The Authority shall have the fullest liberty without affect~ng In any way the liability of the Bank under this Guarantee fron-i time to time to vary any of the terms and conditions contained in the said Bidding Documents or to extend time for submission of the Bids or the Bid validity period or the period for conveying acceptance of Letter of Award by the Bidder or the period for llfilment and compliance with all or any of the terms and conditions contained in the said Bidding Documents by the said Bidder or to postpone for any time and from time to time any of the powers exercisable by it against the said Bidder and either to enbrce or fbrbear from enforcing any of the terms and conditions contained in the said Bidding Documents or the securities available to the Authority, and the Bank shall not be released tiom its liability under these presents by any exercise by the Authority of the liberty with ref- to the matters aforesaid or by r-on of time being given to the said Bidder or any other forbearance, act or omission on the part of the Authority or any indulgence by the Authority to the said Bidder or by any change in the constitution of the Authority or its absorption, merger or amalgamation with any other person or any other matter or thing whatsoever which under the law relating to sureties would but for this provision have the effect of releasing the Bank from its such liability.
8. Any notice by way of request, demand or otherwise hereunder shall be sufficiently given or made if addressed to the Bank and sent by courier or by registered mail to the Bank at the address set forth herein.
9. We undertake to make the payment on receipt of your notice of claim on us addressed to Bank of India, PTI Building, 4, Sansad Marg, Connaught Place, New Delhi- 110001 and delivered at our above braiich who shall be deemed to have been duly authorised to receive the said notice of claim.
j 10 It shall not be necessary for the. Authority to proceed against the said Bidder before proceeding against the Bank and the guarantee -herein contained shall be enforceable against the Bank, notwithstanding any other security which the Authority may haveobtained from the said Bidder or any other person and which shall, at the time when proceedings are taken against the Bank hereunder, be outstanding or unrealised. G+
11. We, the Bank, further undertake not to revoke this Guarantee during its currency excepi with the previous express consent of the Authority in writing.
12. The Bank declares that it has power to issue this Guarantee and discharge the obligations contemplated herein, the undersigned is duly authorised and has full
BOG. No.: & ~ q I F i bc.1177 ~7~ B.G. Dote: 231 I I 1 at- (7 B.G. Amount: Rs.20,46,00,000/- Valid upto: a a) 1 ~ 0 a
. I
Nohvithstanding anything contained herein above,
1. Our liability uqder the bank guarantee shall not exceed Rs.20,46,00,000/- (Rupees ltventy Crore Forty Si Lgkh Only).
2. The Bank Guarantee shall be valid upta -. 3. We are liable to pay the guaranteed amount or any part thereof under this
Bank Guarantee only and only if you serve upon us a written claim or demand on or before
Signed and Delivered by Bank
BY the hxl of M r . m J K 4 b , its -&dad and authorised official N7~mAj
??+if DELHI 4 Joint Bidding Agreement (JEA)
this .Joint Ui.lrling 4greernmt i lBA) satired till$ dLY of March 1009 at New Delhi
B RA Fnfra Engineering Limited a company incorporated under the provisions of the Companies ct, 3956 of Iudia and having its registered office at 370-39112, Sahi Hospital Road, Jangpura, hogal, New Delhi-110 014 and Correspondence address at E24, Sector-3, Noida-201301, (U.P.) a reinafter refirred to as "ERA, which expression shall unless it is repugnant to !he context
thereof !nsn and inciude i t i successors and permitted assigns, of the First Part; ti And
4 3 Open Joint Stock Compa~:j. "SIBMOST", having its Registered Office at Dirnitrcrv'z str., 16, Novosibirsk 630099, Russi:. Ilereinafter referred to 2s "S!BMOST" (which e:cpressin:? : : 'xII , unless d i2pi!orlgl,; ': :~'. - .~ . . . ' - . . , . . *,*... ~ . - " ,:..,...,,7 > --.. . ,.- , . . .
; - . . . . : : , .. : - . , . !>; {i.,: C . ....
'. ;- .,.> 4 i'?..? ?.,<..L#,.- :.: :.
. . WHEW.AS N;l!ioc?al !.iii:i .. .,oq.,< ~~~iilo:it;. of i!ii?,a ;ii:r: "Au:llii!.i<j- ; :s etiga:;;,! in ibe deve!i,pinerrt of iligi:t%a: s ~ 7 6 a; par( i;f this ~'n&avotci.. h e Auihority has 6ecii.ied :. :!ndtrlakc '&Development Kase$4.: Sitapur. Sectio;? of NI%-24 from kn 262.1300 ?r? 4 3 3 139 i f i t h y
Stete of % ! L g R a . Frsa:~,s!, .!rder. i'.'Ef>"B'ige3-r $ 8 5 tllr-ilsi:ij vnt.$i;.!-oi.i-v.>l; ;t'i:.:.. .5cc;;!!- - . . . .i( .~.. - ~ . . . 3 , , , ; ; , , ; : . , ; > ,i"..:.- - .. . ,; e:+-,-c- :..
" 6 5 ,.?j ;
.. 7 .. P- .. - ..
-. .. AND WHEREAS the Parties have had disc!lssions for formation of a Consortjuln named as i ;ERA-S13~~sr J.v." having its office at B-24, Sector-3, Noida - 201 301 for tiie KFQ for tile said Project 2nd have ieached an undersrandinp on the follo\ving p in ts witl-i respe-i to ihe Partiesv rights and ?bligatio,ns towards each other and their working relationship.
1 . "ERA* shall be Lead Member with an equity share holding of 74% and bcSIBMOST* shall be the Member of the consortium with an equity share holding of 26% for this project.
2. Brief roles and responsibilities of each party with reference to Financial, Technical and O&M at each stage of the Bidding shall be as follows :
Party of the first part
..- 111.
iv. v. vi. vii.
viii. ix.
pre-bid 8; Post bid assistance Carrying out the day to day Functions of SPV including but not limited to operational & - - financial activities. Achieving Financial Closure Technical issues during execution & maintenance of project. l>rojecl Management and Monitoring EPC contract Finaliz.?ti~n of concession agreement L awarding EPC & O&M contract. It sllall be ~esponsihle for detailed engineering, preparation of shop draw~ngs and seektng . its app:oval, hbricat~on drawings and as built drawings. It shall execute all the civil works after deployment of men, material and machinery It shzll be rcsponsihle for exec~~tion of the project in respect of drawings, designs and specifications as laid down by the client. Qualie Control
Party of the serond part
i. Pre-bid Sr Post bid assistance ~ncluding F~nanc~al Closure ii. Asststtng rn F~nalization of conces$ion agreement ti,. It shall he assisting ERA in exportation of modem technology for spcedv construction, ~f
9,"
. . 3. [ t ic . >;is ; . -, , i i i fomi 5 Spx.;ai t'~~i(~asi- iwi-ti~le (SPY) \$Il;l i.rK si!:*;r;c;,.ii>:!:p com!ijil:rneot+
. ... . . &xpfessb LC;: -.-I .:. &mirile the P.;.:,jec;. Fuizii-i-, fi l l ;;iemiters if the C~:qi:- , .:usi: shall, tl;i ssci.
. .
time they i.;t:.;i parate anS? an3 provide tile specified ~ . r f o ~ i ~ ~ a n c e sectti rr; 0; bond, be iiabl. jpintly ;il~i! r<.,~.;.jl:J for- executico c;P theP?aject[sj ic accordance ci?!: ills ieifiji oc the Coh&ssio~? +pv:ement.
4 That t:le Pa118 .5 ~ l ~ a i i carry out a!i responsihrl:tct.s as Concesslonairc iil teri:ns ~f the C o ~ c e ~ s j ~ ~ ~ ag:wib: .
5 That the minimum equit)' holding of each party (in percerltage term) in the SPV shall be a". follows :
Share holding pattern behkeeil E M and SIBMOST are as ~O!~OWS:
Name of the Pafl'i % of eauitv capital
ERA 74% of the aggregate shareholding of the Consortium
26% of the aggregate shareholding of the Consortium
6 That the Parties affirm that they shall implement the Project in good faith and shall take all necessary steps to see the Project through expeditiously. They shall not negotiate with any other party for this Project.
7 COST AND EXPENSES
Each part) shall bear its own costs and expenses lt h a iiicurred for preparation, submission and :>egotiation of the tenderlbid, regardless of whether or not the contract for the project(s) is awarded to the parties. Neither of the parties shall be entitled to any claim regarding the aforesaid costs and expenses against the other pa@, wllether direct or indirec~ actual or contingent and each-shall bear in full the consequences of the costs and expenses they have individually incurred andior the losses they have suffered except for cases of gross negligence or willful misconduct, in respect of thereof committed by the other party.
8 . ASSIGNMENT AND THIRD PARTY
Neither of the parties hereto shall have the right to assig~~ or transfer any pait of its interests, rights or obligations in this JV to any third party (parties) without the prior written consent of the other party.
c). DEFAULT
1~ the ?%/en; of ddafal.!t i;' any p~ttnei i? ili? e :;rr.!i?~ ~f i?s part of the project, the parmeri'peisi;l? In charge hc!Le tile RUtto?i:-! is ~ 5 : ' ( 1 : . :iie ivnrk rr) any otlxr scceptabie
,. . . io'?he NHAI to ensure the sxecucic.n of-tiat pan o; L ~ I : . I . . ; K c .
: 0 INDEMNIFICATION '
~ a c h part). itereby agees to indenlnify and hold ri~deni:~itied ("indemnifying Party"') the other pa* !..indemnified PBrb'.) f,xe and harmless aagi?E: ->!I Costs, expen& (including a1idme.y~' fees), charges, losses. damages, ciaitis. demands: . . sills. prcceedings or actions of whatsoever natr;!~ scffs:-cd or .jn~rai,\eJ by sklc!t party artsttlg :~.i;i -.: !e.i~.~ing to this Ageenlent due ra:
b) Acts of neg!i,cnce or intentions! miscc!ilduc( hq tlre il?dz!!>nifyit~g party: c) Breach ~j f a)!? of tile provisio:,.; ofthis agreement by the i11demnifq.ing pall).:
Each party shall ~l~arntaill in coniidence and not use for aoy purpose not related to the Project, all conimercial and technical information received or generated in the course of preparation and submission of Bid.
12. GOVERNING LAW AND JURlSDICTlON
This Agr-nt shall be governed and construed in accordance with the laws of lndia and any dispute between the parties shall be subject to exclusive jurisdiction of the Cou~ts of Delhi.
13. DISPUTE RESOLUTION
Any dispute, controversy or clain~ arising out of or relating to this Agreemenf shall be settled in the first instance amicably between the parties. If an amicable settlement cannot be reached as above, it will be settled by arbitration with 3 arbitrators under the Rules of Conciliation and Arbitration of the !nteniational Chamber of Conrinerce. Thc decision of the arbitration shall be final and binding on hoth parties. The place 01' arb~tration slhall be in Delhi, lndia and language of arbibation shall be English.
14. NOTICES AND-LANGUAGE
Any notice required to be given by one Party to the other Party and all other communications, documentation etc. to be given under this Agreement shall be given in writing and in English language, by registered mail, personal delivery or facsimile transmission at the following addresses or as may be communicated in writing hy either Party to the other from time to time:
To ERA LNFRA ENGINEERING LIMLTED Kind Attention: Mr. Rohtas Malik, GM-Contracts B-24, Sector-3 Noida - 201 301 Tel: +9520-4037090 -. kaa: +952!j.49)7G2<> E-mail: m i . c ! r a c i ~ ~ ~ r ~ g r o ~ p . i n
Open J ~ i t r r Stcd!; C::?mpilny "SBMOST" Kind Atienbioc;: M r , Ahhijit ~ i ~ s i e i n X- 17, Hauz Ki~as New Ue\Ci- I l ii0i 6 Tet +91-! i .;'6FtiS?:E/26Si5256 !:as: +9 i -! ! .>S$6<%??
1 i TERMINATION
This agreement shari automatic..!li !?2 ter-rninatcd on rile d:!te or the nccnrre:i::e ,I.! tho caf-liizs; :+
any of the following events:
a! The bid submission by the $1 being rejected by NHAI; o:
b) The parties execution a detailed Joint Venture Agreement after award of work by the NHAI, setting out detailcd ternis including but not limited to the scope of works a~ld obligationslliabilitiedresp~11sibilities born by each party, as per clause 3 above; or
c) The parties mutually agreeing to terminate the agreement for any reason whatsoever; d) The project being cancelled or shelved by the NHAI for any reasons prior to award of
work, or
e) _ A-period of 12 months ha:; expired, unless the parties n~utually agree to extend the validity of this agreement. .-
16. EXTENSIONS
The term of this agreement cart be suitably extended by such period(s) as may be mutually agreed between the parties in writing.
In witness whereof the Partizs afirm that the information provided is accurate and true and have caused this JBA to be duly executed on the date and year-above mentioned.
For ERA INFRA ENGLNEERING LIMITED
Name %
Designation J.L. KHUSHU AUTHORISED SIGNATORY
Date & Place r4c3!sp-: , . n
Witness:
i.i?i t I ~ W I join[ k o ~ k lion\ -7. I . 8:gna:ni f
Name
Designation 4~~~~~~ E~STFAF;XN AUTWOHISED SIGN ATO
F_:ats & i'iscc ::( - ,.., . '..:, , ; : . ~.: ..:i:~ . .J:J& L: '. . ,
. .
, , . , ; .. , ~. , , ,. ti?+..
Date: 30.04.2010
A
- ~ .. - ~ - - - - -
p V f /Phone: 91 -11-25074100/25074m
m*-dmRm;@r %/~&.91-1i-2~3507,2W?4
; I
@ w & m = i & m 9 1 . 1 F ~ ) 1 I i
National Highways Authority of Iadia m. 2z3 ' 23'8 24MI 2553
(Ministry of Road Transport Highways) *-s* ~ , & + ~ ~ - 1 ~ ) , ~ . ~ % 8 r - 1 1 0 0 7 5 G-5 Y 6, Sedor-iO, Dwarka, NW Delhi-110075
I No. N H A I / B O T / ~ I ~ ~ ~ / ~ ~ / ~ ~ O ~ / U P / / / ~ ~ J TO
M/S. ERA Infra Engineering Ltd and OISC-SIEMOS? (IV) 8-24, Sector-3, Noida, Gautam Budhanagar . o j: Uttar Pradesh.
Sub: 4-Laning of Bareilly-Sitapur section of NH-24 from Km 262.000 to Km 413.200 in the state of Uttar Pradesh on Design, Build, Finance, Operate and Transfer (DBFOT) Toll Basis under NHDP 111- Letter of Award (LOA) reg
Ref: Your bid submitted on 25.11.2009.
Sir, This i s t o notify that based on your bid submitted regarding "4-Laning of Bareilly-
Sitapur section of NH-24 from Km 262.000 to Km 413.200 in the state of Uttar Pradesh on Design, Build, Finance, Operate and Transfer (DBFOT) Toll basis under NHDP 111 (the Project)" for a total grant of Rs. 255 Crores (Rupees Two Hundred Fifty Five Crore Only) during construction period is hereby accepted by NHAI declaring you as the "Successful Bidder". The Concession period is 20 yean including the construdion period of 910 days.
2. The grant quoted by you shall be disbursed by way of Equity Support in accordance with the provisions of Clause 25.2 of Draft Concession Agreement (DCA).
3. In accordance with the Contract Clause 3.3.5 (refer volume-I), you are hereby requested to confirm us of your acceptance of this Letter of Award within 7 days of its issue. Thereafter, pursuant to Clause No. 3.3.6 of Volume-I, you are required to execute the Concession Agreement within 45 days from issue of LOA.
4. You shall promote and incorporate the Concessionaire as a limited liability company under the Companies Act 1956, as the entity which shall undertake and perform the obligations and exercise th& rights of the Consortium under the LOA, including the obligation to enter into this Concession Agreement Pursuant to the LOA for executing the Project., The Concessionaire qhaU, for the performance of its obligations hereunder during the Construction Period, provide to the Authority no later than 180 (one hundred and eighty) days from the date of this Agreemerit, an irrevocable and unconditional guarantee from a Bank for a sum equivalent to Rs. 52.30 crare (Rupees Fifty Two Crore And Thirty Lakhs only) in the form set forth in Schedule-F (the "Performance Securityn). 5. I n case of default on your part, action as Per relevant conditions of Bid ~ocume'nt shall be taken.
Please acknowledge, c1 Yours faithfully,
.i,&W\\~ca " d - (H.N.Mall~ck) General Manager (UP&UKD)
Copy to: (i) Chief General Manager cum Regional Officer, Lucknow. ( i i ) PD PIU 6ari;lly.
ec, a*.,
it IS requested to possession before Appointed I,:. si
, .. . \ .. . 3 8 -2 .r
. . - . . /
ERA SIBMOST- J.V.9 ( MHAI ( B - S ) / a k May 1,2010
7 he General Manager (UP&UKD) National Highways Authority of India G-5&6, Sector - 10 Dwarka PiEW DELHI-110075. Phone: 01 1-250741 00125074200 Fax: 0 1 1-25093507125093514
L 4 1 ~ ~ ; ; , ! Attn: Mr. &N. Mallick
) Subject: "4 -Lanine of BareiUv-Sits~ur Section of NH-24 from Km 262.000 to Km 413.200 in the state of Uttar Pradesh on Desipn, Build, Finance. Operate and Transfer (DBM)T) Toll Basis under NHDP III. Letter of Award Acce~tance.
Dear Sir, I I At the outset, we thank you for issuing us the Letter of Award vide your letter No. NHAIiBOTI11019/l5i2008RIPll1372 dated 30 04 2010 for the above said subject work. As desired by you, we are ellclosing herewith our "Acceptance" for your reference and record.
a it Further, you are requested to intimate us when the Concession Agreement is ready for signature. \ 11
W e assure you our best services all the times.
mTWng you, Yours faithhllf,
Authorized Signatory
Encl: g a .
7 (Ministry of Road Transporl and Highways)
a - 5 6. h - 1 0 . m. 4 - 110 075 G-5 8 5, Sector-10. DrYarka. New Delhl- 11 0075
I
Date: 30.04.2010
ir;md mmr F ,- 93 7: 2a,r~oa,za7.m
IP @-&dm) % I F ~ X 91 11-25043507 1 25093514
- . Mis. ERA Infra Englneerlng Ltd and OJSC-SIBMOST (3V) 8-24, Sector-3, No~da, Gautam Budhanagar
I
' 4
Uttar Pradesh.
Sub: 4-Laning of Bareilly-Sttapur sectlon of NH-24 from Km 262.000 to Km 413.200 In the state of Uttar Pradesh on Design, Build, Finance, Operate and Transfer (DBFOT) Toli Basis under NHDP 111- Letter of Award (LOA) reg
Ref: Your bid submit ted o n 25.11.2009.
Sir, This is to notify that based on your bid submitted regarding "4-Laning of Bareilly-
Si tapur section of hH-24 from Km 262.000 to Km 413200 in the state o f U t ta r Pradesh on Design, Build, Finance, Operate and Transfer (DBFQT) Toll bas~s under NHDP 111 (the Project)" for a total grant of Rs. 255 Crores (Rupees Two Hundred Ftfty Ftve Crore Only) during construct~on perlod is hereby accepted by NNHAl declaring you as the "Successful Bldder". The Concesston penod is 20 years including the constructton pertod of 910 days.
2. The grant quoted by you shall be d~sbursed by way of Equity Support In accordance with the provisions of Clause 25.2 of Draft Concession Agreement (DCA).
3. I n accordance with the Contract Clause 3.3.5 (refer Volume-I), you are hereby requested to confirm us of your acceptance of this Letter of Award within 7 days of ~ t s Issue. Thereafter, pursuant to C la~se No. 3.3.6 of Vo~ume-I, you are required to execute the Concesston Agreement within 45 days from issueof LOA.
4. You shall promote and tncorporate the Concessionaire as a limited l~ability company under the Compantes Act 1956, as the entity which shall undertake and perform the obligations and exercise the rlghts of the Consortium under the LOA, includtng the obltgatcon to enter into this Concession Agreement pursuant to the LOA for executing the Project The Concess~onaire shall, for the performance of its obligations hereunder during the Construct~on Period, provide to the Authority no later than 180 (one hundred and eighty) days from the date of this Agreement, an trrevocaole and unconditiond guarantee from a Bank for a SIJm
equivalent to Rs. 52.30 c ro re (Rupees Fifty Two Crore And Thirty Lakhs only) In rhe form set forth In Schedule-F (the ' Performance Security").
5. In case of default on your part, action as per relevant condit~ons of Btd Document 5,hsll be taken.
Please acknowledge,
General Manager (UC&UXD) copy to:
(i) Chief General Manager cum Regional Officer, Lucknow. ' i i ) PD PIU Bareilly.
I t IS requested to ensure before Appointed Dale of :kc ' j r r )&
' ?\ ., i
I
National Highways Authority of India W I - ' ~ Lm ' "" 24' ' NI I
era infr8 U s h e r i n g t r a n s f o r m a t i o n
CERTIFIED TRUE COPY O F T H E RESOLUTION PASSED A T THE MEETING O F THE B O A R D O F DIRECTORS OF E R A INFRA ENGINEERING LIMITED H E L D ON 3oTH APRIL, 2010 A T ITS OFFICE A T 153, O K H L A INDUSTRIAL ESTATE, PHASE-Ill, NEW DELHI-110020.
"RESOLVED THAT consent of the Board be and is hereby given for incorporating a SPV company in strategic partnership
with Ms. Open Joint Stock Company "SIBMOST", incorporated according to the norms of Federal Law "About Joint-Stock
Companies" from December, 269 1995 NO. 208-F-3, having its registered office at Dimitrova Str., 16, Novosibirsk 630099,
Russia in the proposed name and style of Bareilly Highways Project Limited with the following main object:
"To car~y on ihe Business of Design, Engineering, Finance, Construction, Operation & Maintenance of 4- Laning of Bareilly-
Sitapur Section of NU-24 from KM 262.000 to 413.200 in the State of Uftar Pradesh under NHDP Phase 111 on Design, Build, rf
Finance, Operate and Transfer ("DBFOT") Toll Basis. "
RESOLVED FURTHER THAT pursuant to the applicable provisions of Companies Act, 1956, read with the Articles of
Association of the Company, the consent of the Board of Directors be and is hereby accorded to make investment by initially
subscribing to 37,000 equity shares of Rs.101-each as follows:
36,995 Equity Shares in the Name of the Company
1 Equity Share each in the name of Mr. H.S. Bharana, Mr. Jawahar Lal Khushu, Ms. Rashmi Bharana. Mr. Amit
Bharana and Mr. Vaibhav Bharana as the nominee of Era lnfra Engineering Limited in the equity capital of Bareilly
Highways Project Limited,-under incorporation.
RESOLVED FURTHER THAT the Investment, as aforesaid, will be maintained as per ihe terms and conditions of the
Concession Agreement to be executed with National Highways Authority of India (NHAI).
RESOLVED FURTHER THAT Mr. H.S. Bharana, Chairman & Managing Director or Mr. Rajiv Kumar, Company Secretary of % the Company or Mr. Jawaharlal Khushu be and is hereby severally authorized for making name availability application with
the Registrar of companies, NCT of Delhi & Haryana, to subscribe to the Memorandum and Articles of Association of the
proposed company to sign & execute a power of Attorney (the draft of which, duly initialed by the Chairman was placed
before the Board for its approval) on behalf of the Company authoring some one to make corrections, modifications in the
necessary papers or documents as may be necessary in this connection on behalf of the company from time to time.'
[CERTIFIED TRUE COPY]
For ERA INFRA ENGINEERING LTD.
COMPANY SECRETARY
v ERA INFRA ENGINEERING LIMITED
~-~ ~~ - - - - - - - . . . . . . .. -
An I S 0 9001 8 14001 Certified Compony
Corporote office. 153, 0 k h l a I~dustrial Estote, Phase Ill, New Delhi - 1 10020. lndm Ph: t 91 (1 I ) 40637000 ' Fox: +91 (1 1 ) 406.37070 www.zrogroup co in
";-..:;..-.?-! J Ha,-,< 19, --. 7'1 '? >:I-; H>coitll Cr3.4 !I-ont.v-: Wh,ql Ne,x nelh, 1 InQl 5 l-dic '1 3 ~
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i W i \ . l t j lV I S l O C ' l < COh.[lJ;\h>. , .\ i i,.~Kl\' l" . \ I I : \ ! l i i ST,.! !I\,\; lii:!,[~ w&&h{ -- ~
i < I ~ O l S I l<l<i..l) C>i'FIC.!', O!. . S i l l , i~O!+ll'.:\Y'f ;\I I<! i 5 1 \,. (IXI!\~U Yt.>>,!()si[\j[{<F. f>[\!!.rf{~\,' 1 ,.j\!,,
16
~'HESOL.Vli:I) T t I A T c@ilicl>i ili' LIIC lii.3~11 11:. a ! ! . ] i . i~c:~.l?: gi..,:~~ lbr i11z<?r[>::r:4ti~1~* :) Sll\~,cc~~l~p;~l~~ ill & . .
sti;tregis p:inncrship \villi hiis. El-:> In;i;l El~ginccri~lg I i i~~i !~d. a ( \riilp;ln! i~rcorb>oratccl 1,11<l~r tlle ;Ir:.t\ isit,llh
!>I Compaliiea. Act, 1956 in India. il: lhc 11:lin; nli:l +ic <?l l l ; ~ re i l l tfigtl\*a>s Pnijrtt ] imilcd ,,ilh 1Ilc
I;\ll\,\biny main ohiect :
"To carry or? f11c Llrr.rifrm qf Devign, ~ f ! ~ i r t ~ ~ ~ - r r r ~ g . . fiift(1111 r.. (h~t \~rrrct io~t , 0ppc)rutiotc R t%llnhrenr:rrr.~ u/ d
Luniwg of Btrrei/(v-S'itirrpur Sc~7iflf1 a j ~\11-21 front ii.V 203 fiOU lo 413.2011 iff r lrr Strrle 01 UOnnr Prr~c/c.sh
urrrIdr .\YIL)P P11tise lI1oa Des ip . Brrilrl. fin111 e. Ol~c,rrrte nnrl T r ~ n ~ f e r ("DBF0'OT'3 TON Rasis. "
RESOLVED FtSRTHER Tli.r\T tile lnve~t~nu~t l . ns afitrcsaid. %i l l bc maintained as per l l ~ e rertils ;111~i
i i ~ ~ ~ ; l i t i e ~ ~ > i lf Lhc Concessio~l Agrre~ilel~r 10 hi' CXZCII~~~I \% it11 hi i l i \>f l~! I lighrbays .L2uihorit? o f India iNl1.41)
I~ESOI.VF.I') FURTHER THAT hl!. Serge! A. Fnr-cr President d'rhri.ompany he alrd is kiercl>> r-
nuthorizud to. cseztrtz a power of'i\ttonie: or! hei~alt'ti i llie C'u:npa~i? i t l ~ e Jwli ot' t\ Ilich. dul? iitiiizlcd hy lhc
( ' l tnirma~~ \\-as pl:lced befor: the H~ill*! Lor i:.; appro\ RI I to :i~>poi~it ill) aLtctrI1e: it1 111dia to sip\ the
S l t~ i~on lndu~n and Articles of Ass~rciatil~ri or the pnip~t.;cd C~>I~II~II> ant1 nl l~er nt,ces.i;lry o:Ibvrs or ductlrnents
i4s tliay be nccrssar?. in this conntxtio~l iw kl1:11f t 3 f illc c~rnp;~il?- liioit~ lime to timc ..
('EKSIFtKI) 1 H1 I-. ('OI'Y . -,. ( L ~ . . , 0 6 HAM 2010
,
630099, r. ~omcu6upa npccnen Wrpoea. 16 Eonbwan c-, 8 T?il*U (383) 22.34-21 1 ~ ~ ( 4 % ) % @ 1 1 - 7 4 @KC [Wj 222-1 3 16 @arc i4S51B1.084
&mad [email protected]
~ e F 6 c m r n e r c 3 asd industry of the
s that we. MIS. Open Joint Stock Company "Si Company incorporated according to the norms of Federal Law "About Joint-Stock Companies" from
X December, 26th 1995 No. 208-F-3, having its registered office at Dimitrova Str., 16 Novosibirsk.
,- 630099, Russia (hereinafter referred to as "SIBMOST"), being one of the Pro~noters to Bareilly Highways Project Limited (hereinafter referred to as the "Proposed Company") through its Vice
- President ~ r . Farenik Sergey Anatollevich R/o Moscow, Kutuzov Str., 11/4/84. duly authorized to execute this Power of Attorney on behalf of "SIBMOST" vide Board Resolution dated 10.12.2009 do hereby nominate, appoint and constitute Mr. Abhijit Einstein, Slo Mr. Girija Bhusan Patnaik, R'o. B-111601, Vasant Kunj, New Delhi-I10070 (hereinafter referred to the "said attorney") as our true and lawful attorney and authorize him severally to do the following acts. deeds and things in our name and on our behalf namely:
(1) To subscribe ntenlorandrrm of association of tlte company: Tosign in our name and on our behalf as the subscribers to the Mgrnorandum and Articles of Association of the Proposed
or in such other name as may be permitted by the Registrar of Companies, New and to agree thereunder on our behalf to take such number of shares in the
of the said proposed company as the said Attorney may consider appropriate and to on our behalf opposite our names the number of shares which vie agree to purchase as
I- ., .., ribers to the said Memorandum and Articles of Association;
. -,: ...,.'--,~. 4' * ~ .. ... .-.4.JAc yicf ~ ~ , ~ ~ , - [ 2 make correction, etc in tlte rnenzorattd~~m nrrd articles of rrssociatiort- To make
4 . - corrections, additions, alterations or deletions in the Memorandum and Articles of Association as may be considered necessary by any of the said Attorney for this purpose:
(3) To sign orlrer required forms- To sign such other fornls required to be filed under the provisions of the Con~panies Act. 1956 in order to procure incorporation of the said proposed company;
( 4 ) To appoiirt substitute and to revoke tlie same- To appoint any substitute' or substitutes in his place and KO delegate to such substitute any one or more of the powers hereunder delegated
such substitute at his 1 iteasure '
_c_---
n fi uru snin
( 5 ) To do all oflrer rrecessury crcfsfor ir~corporation of flre Con~pntzy- To do all such acts, deeds and things as may be necessary for or incidental to procuring incorporation of the proposed Company.
And we do hereby agree and undertake to ratify all acts, deeds and things which may be done by any of the said'Attorney for and on our behalf in pursuance of these presents.
L,
Made at May on this 6'h Day of 2010. j& ~;*:?*:\ , ..eC
/*.6;.,.... 3':
. . ?.I@.%-< ess whereof, this Power of attorney has been executed on the day and gear hereinabove mentit d in the manner hereinafter appearing. -. . -'
-.' . s .. - 't !
a'
Joint Stock Company "SIBMOST"
Signatures of Mr. Abhij
. .
MEMORANDUM AND ARTICLES
ASSOCIATION
BAREILLY HIGHWAYS PROJECT LIMITED
f Barcllly Highways Prqecl LL I~ I !P~ I
4 4 L wRrls;f-mrnf~?%s~&r$ ~ i m ~ ~ ~ f l . + 7 R m = k f & + f 1 3 ~ 1 ~ ? h r n
hk $ 1
3.r Form 1
Certificate of Incorporation *ik
Corporate Identity Number : U45201DL2010PLC203042 2010 - 201 1 *k I hereby certify that Bareilly Highways Project Limited is this day incorporated under
7 , the Companies Act. 1956 (No. 1 of 1956) and that the company is limited.
4% 3% Given under my hand at Delhi this Twenty First day of May Two Thousand Ten
(ATMA SAH)
& h I Assistant Registrar of Companies
~ m d - j l ~ ~ ~ National Capital Terr~lory of Delhi and Haryana -
'1 drut? m unnr . . . , . , . . Mailing Address as per record available in Registrar of Companies offlw: Bareilly Highviays Project Limited 153. Okhia Industrial Estate. Pllase-lli, Ne.v Delh~ . 110020. Ddhi, INDIA
(THE COMPANIES ACT. 1956)
(COMPANY LIMITED BY SHARES)
Memorandum of Association
of
RAREILLY HIGHWAYS PROJECT LlMlTED
I. TheName of he Company is BAREILLY HIGHWAYS PROJECT LIMITED.
II. The Registered OKce of the Company is situated in the Naliond Capital Ten i tq of Delhi.
Ill. m e objecls for which h e Company is eslabiished are:
(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORTAION ARE:
I. To carry on the Business of Design. Engineering, Finance, Ccnslruction, Operalion 8 Maintenance of 4- Laning of
Bareilly-Sitapur Seclion of NH-24 from KM 262.000 to 413.200 in Re Slate of Uttar Pradesh under NHDP Phase Ill
on Design. Build, Finance, Opffate and Transfer rDBFOT) Toll Basis.
( 0) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAlN OBJECTS ARE:
1. To purchase, hire, rent, on contract or aqulre in exchange or in amalgamations, licenses w otherwise solely or joinUy
win oner aU such equipment slructures, cranes, vehicies and other such related equipmenls requ~red foc the purpose
of the main business of the Company.
2. To negoliate andlor enter into agreement and conlracts with indiiuais, Companies, corporation, Fums andother sudr
organizations, in India, w abroad for obtaining or providing technical. fnanclal or any other such assislance for carving
out all or any of lhe objects of Ule Company and create a nehvoh of assodales in India w abroad and also for lhe
purpose of adivalion, research and development of manufacturing projects on lhe basis of know-how andlor financial
parbcipalion and for technical dlaboration and to acquire or provide necessary formulate and patent rights for
furthering Ule main object of the Company.
3. Subjed to Sections 5E& 292 and 293 of the Companies Act 1956 and h e Regulalions made there under and the
diredion issued by Reserve Bank of India, lo receive money. securilies, valuables of all kinds ~1 deposit w safe
custody (not amounting lo the business of Banking as defined under Ule Banking Regulalions Act 1949) and to b o r n
or raise money in such manner as he Company shall think fit and In parlii lar by issue of debenlure or debenture
slodts (pecpetual of otherwise) and lo secure the repayment of any money borrowed or raised on owing by mortgage,
charge or lien upon ail or any of h e Company's properly (both present and future) indudimg its uncalled capifal and
guarantee the perlomiance by the Company or any other person or body corporate of and any obligalion undertaken
1
by the Company or any other such person or Company, as the case may be.
4. TO subscribe, assist and guarantee the payment of money by or b e performance of any contract, engagement or
cbligaticn by any person or Companies ar.6 in paAata: cuslcrners ol the Ccmpany or any person or Companies with
;$;cn %a Czrn;any n3y have cr interde? i ?%;e business :eIa;crs.
I. -'c a d ~ g s~cn -i:?acs o! m a k i ~ g k; own L:: !'i-8;e:s ~f 112 Ccnpar.:! as may seem expedienl to a w n Re main
:t.,ec:s :; !I.? Ccr?c?ay
6. T3 accuiis by purchase. s~bscrpt.cn 0: oterrii%? rpd !a recci.re, hclc, cwn, gvaran:ee, assi;n ex&zge, trans(*r,
morigage, pledge or otherwise dispose of any of the snares of the capilal stock, or any voling trust cerlificate in respect
of the shares of the capilal, stock, script, WarranlS, rights, bonds, debentures, notes, tust, receipb and such olher
securilies, obligations, chose in action and evidences of indebtedness or interest issued w aealed by any corpocabn,
Companies syndicales, associalions, firms, trusts or persons, public or private or by the Government or by any s$te
terrilory, province, Municipality, or by any Governmenlal agency and as owner hereof lo possess and exercise all h e
rights, powers and privilege of ownership and the right lo execule, consent and vole thereon and to do any or all acts
and things necessary or advisable for the preserualion, protection, impovernent or enhancement in value lhereof.
7. To enter into partnership or into any arrangement for shar i i profits w losses or any union of interest join1 ventures,
reciprocd wncessions or co-operation with any person or persons or Company or Companies, carrying on or engaged
in or about lo carry on or engage in main business or tansaclion of he Company.
8. To acquire and take over either the whole or part of business, goodwin, tade marks, patents and property, assets and
liabilities of any penon w persons, firm or mrporalion, for carrying on main business wilh the Company.
9. To establish branches and agencies of the Company in India and elsewhere and to discontinue h e same whenever
necessary.
10. To pay for any property or rights acquired by the Company either in cash or by the issue of fully of partly paid shares or
by Ihe issue of the securities or p a y in one mode or p d y in anoher and on such terms as may be delermined.
11. To open Bank accounts with any Bank and lo pay into md draw mffley from such acmunls.
12. To pay wl o l funds of the Company aU costs, charges and expenses which the Company may lawfully pay for Re
promotion of any project of any nature and paymenl of technical fees or w ih respect to h e promolion, formation,
establishmenl and registration of any Company andlor the issue of its capital or whkh the Company shall consider to
be peliminary. induding therein the ws l of prinling and stalionery, brokers lees and lawyers or any other experts fees
and expenses attendant upon h e formalicm of agencies, branches end local boards.
13. To proarre the registration of the company In or under the law of any foreign country to attain Ule main objecls of the
Company.
14. Subject lo the provisions of section 391 to 394 of the Companies, Act, 1956. to amalgamate or merge or to enler into
2 J
parhership or into any arrangement f ~ r sharlng ptofi:~, unlcn of nlerests, co-operabon, jant venture of reaprccal
mcesslon with any perscn or perscns, partnersh~p firm-furns, or Company or Companies canyiig on or engaged in
main bvsiness sr transaction d the Company
15. To &lain infomation as 1s ary iciel:'cn ,id?i:h may seem capatie c i being used for any of the pLToses of the
Company or b e acqcisiticn Cf * b c l m::, see!:) sic,zte3 Cirect;~ or ir,dirxly lo tecefi! b e Conpa2y crr may appear
6)rely to be advan!ageous cr usdiul !c Ik.2 :--c;::.! s ~ d to ose e,c:r:'se, ?E i?*x ii gealil l i ie:S~~, privileges in
respect ol h e prspertj rights or il;ior~al.cri sc, &::;~iisd acd to assis:, ec;cu:sga and s p e d money in making
expeiients of all inventions. Pa;en:s an3 ricr~ts, which the Company may ag"ire or propose :o acquire.
16. To adopt such means of making known the business of the Company as may seem expedient and in particular by
advertising in the press, by Cirwlas, by purchase md an exhibibon of works of art or inlerest by publication of bwks
and periodicals and by granting pues, rewards and donalion.
17. To draw, made, accept, endorse, d~scounl, execule and issue promissory notes, bills of exchange, bills of ladmng,
warrants, debentures and such other negotiable or transferable instruments of all types.
18. To rmnera le any p e r m or Company for services rendered or to be rendered in acting as lrustees for debenlures,
debenlure stock holders or placing of assisting to place w guarantee the placing of any of the shares in the Company's
capital or debentures, debenlure-slock OI olher securities of h e Company, or in or about h e lormalion or promotion of
the Company or to conduct of its business or for guaranteeing paymenl of such debentures or such olher debenlure.
slock and inlerest
19. To appoint altomey and agents and associales whether on commission or otherwise and mnslilute agendes and sub-
agencies of the C~rnpany in India of elsewhere.
20. To dislribule any of the property of the Company in specie or in kind among the members, in h e event of winding up,
subject lo the provision of lhe Companies Act. 1956.
21. To enler inlo any arrwgements wilh any Government or any aulhority Supreme. Municipal, Local M olhewise that
may seem beneficial to any of the Company's object and lo apply for, promote and oblain any act of Parliament
pfivilege, concessions, licenses. or authorization of h e Government or any oU~er such authority whether local or
otherwise for enabling Vle Company to carry on its o b j s for extending any of lhe powers of the Company and to
carry out exercise and comply with any such act privilege, concession. license or aulhoriration.
22. To lease. let out on hire, pledge, mortgage, hypothecate, the whole or any part or parts of h e underlaking of !he
Company or any or land, business property, rights or assels of any kind of h e Campany or any share or inleresl
herein respectively, in such manner and for such consideration as the Company may think 51, and in parlicular for
shares, debentures or securilies of any olher such body corporate having objecls allogeher w in part similar lo Ulose
of the Company.
23. To establish and maintain or procure Re establishment and malnlenance of any provident fund or any antnbutory or
. e norL-contrb~tory pensfon or superannua!lon f ~ n d and to glve or procure !he givlng of donations, gratuities, pensions.
ayowances, emduments. bonuses, prcfil sharing bonus, benefits M any olher payment to persons who are or were at
any time in We empioyment or service of the Ccmpany, its predecessors in business or of any Company, which is a
sUh ,s~ciary : " ci the Company or is allied to or asscc~aled wi!h !he Company or with any such subsidiary, 01 who are or
veie aoy : r;.e Cirectcrs or ~f fuzr5 c i '?B Comcany c i acy c: su:%L",.a- Cc~;a!ly 3s aforesaid and b e wives, widows,
fa:n;!ies, depesc'an!~ M connec5cr: c i vy i-ca perscn arb i: ::2;ic? lor h e welfare cf all or any of Ihe afuesaid
~ ~ s z n s , from ?me, by sctscrit~r.;, j~ks. : : , ; : cr cc;.:-.i,ct:,s I; . . J ' - - b ' 6 , , 8 : - * a?s&:i!kn, fuails ;i~bs, h s b , profit
snaing or cLher schemes any Sy bui lcir~, ccl:kS~:;r,; lo Ike builden(; cr dw$!iic5 houses or qua.lers a;id by providing.
subscribing or mnmbuling tcvrards reaea::on, hosp~tals and dispensaries, medical and olher attendance and lo make
paymenl to or towards h e insurance as aforesaid either alone or in conjunc!ion with any such other Company as
aforesaid.
24. To undertake, carry out. promote and sponsor any programme for prorating the Mcial and ewnomrc welfare of the
employees of h e Company and to incuf any expenditure on any programme for welfare of the employees and their
developmen1 and in order to implement any such programmed or scheme of transfer wilhoul consideration or at w h
fair/concessional value any assets of the Company to Vle welfare body formed f o ~ the implementation of welfare
programmes for the employees of the Company as the director may deem fit
25. To aquire from any person. firm or body corporate whether in lndia or elsewhere tecllnical informalion, know-how,
processes, engineering, manufacturing and operaling data, plans, lay outs and blue prinls useful for the design,
erecljon and operation of plant required for any of the business of the Company and to acquire or grant any h n s e
and other righls a d bene6ls in the foregoing matters and Wings.
26. To enter into collaboration agreement. lo acquire technical know-how andlor any financial assistance andfor to acquire
any plant or machinery andlor to manufacture andfor fabricale andlor produce and or assemble any plant andior
machinery and/or equipment under any such collaboralion agreement.
27. To train or pay for training in lndia or abroad of any of the Company's employees or any candidate in the inlerest of or
for furtherance of the Company's main objects a
28. To glve eredit to such persons or companies and on such basis as may seem expedient and in particular b cus(omrs
and other having dealings wih the Company and to guarantee the performance of any conlrad w obligation and the
payment of money of cr any such persons w companies and to give guaranlee and indemnities.
29. To invest olhw than inveslment in Company's own shares, the surplus hnds of the Company, fmm time to time, in
Government securities or in other securilies as may from time to time, be determined by the Direaon, and tom time to
time to set or vary ail such investments and lo execute all assignments, transfers, receipts and documents Ulat may be
necessary in hat behdf.
30. To take all such steps and proceedings as may seem best calculated lo uphold and support the credit o l the Company ,
and to cbhn and justify public confidence and to aver1 or minirnlze fvlandal disturbances, which might affect Ihe
Company.
31. Ts c~nler u p n any encumbrances of Irustees for any encumbrances of ilncalled capital, such pcwen of making and
eecrcing cal!s and vctirg Me transfer of shares net !ully paid up as may be thought fi:.
3: TO sjue FJaran:ee the issue C! or !ce payizent C: irterest on the shxes, debentures, dCer2dre-Stock or 0lhS
sec i r . j c: ct;.g!ions c f m y 'cr; .ya;! cr ;js:iial..:n ard kc. pay cr p::".!' !% brookerase c;nmission and
~,ibar?iriting ir: respec! of azy such issse.
33. To purchase. lake on lease or license or in exchange, hire or otherwise, any real andlor personal property a d any
rights or privileges and advantages of any kind whalsoever which the Company may think necessary or convenient for
L e purposes of its business or may enhance h e value of any other property of the Company and in particular, the land
freehold, leasehold or other tenure, tenements, buildings, basemen$, machinery, plant and stock-in-trade and on any
such lands to erect buildings, factories, sheds. godowns or such other structures for the works and purpose of h e
Company and also for lhe residence and amenily of the employees, staff and other workmen and erect and install
machinery and plant and other equipmenls which may be deemed necessary or convenient 01 profitable for the
purposes of the Company's and either to relain any property to be acquired for the purpose of the Company business
or to mortgage, let on lease or otherwise deal with the same to account as may seem expedienl.
34. To create any subsaiplh fund, sinking fund, insurance fund or any oUler speeiat funds wheUler for repairing,
improving, extending or maintaining m y of the property of the Company or for any other purpose conducive fo Ihe
interest of the Company or the staff or labour or for any development fund.
35. To purchase or othewise acquire and undertake the whole or any par1 of the business, property, rights and l iab i l ik of
any person. fum or Company, carrying on or proposing b carry on any business which lhls Company is authwlsed to -
carry M or possessed of properly or rights suitable for any of the purpose of the Company, or which can be carried on
lhe conjunclion therewilh or which is capable of being conducted so as duecUy or indirectly to benefd Ihe CMnpany and
to purchase, acquire, sell and deal in property, hares, stocks or debenture-stock of any such person, firm or Company
and lo conduct, make or lo carry into effed any arrangements in regard lo the winding up of the business of any such
person, firm or Company.
36. Subject to Seclion 293A and 2938 of the Companies Ad, 1956 to make donations, lo any persons or instilulims in
such brm or cash or any other assets as may be thought direcUy or indirecUy conducive to m y of the Company's
cbjeds or otherwise expedient and in particular to remunerate any p e r m or corporation introducing business to this
Company and also Lo subscribe, conlribule w otherwise assist or grant money for charilable, scientific, religion or
benevolenl, nalicnd, puMi or such other institutional objects or for any exhibil or for any public, general or olher
objects.
37. To g~ve lo my direclor, ofiicers, servants or employees of the Company any share or interest in Ihe profils of L e
5
Company's business by way of commission or cther~l5e or any branches hereof and whether Carried on by own
means or through the agency of any subsidiary Corpany w not, ana for that purpose to enter into any arrarigemenk
which the Cmpany may think fit.
38. To !?Or or aljrce to refer an? clairn, demand, dispute or ary otber cuesfcn, by or agafnst the Cornpmy, or in which b e
Ccnpany is interested or ccccemed ans whetqer beween Ike Co3pai.y a-3 3-e member M merr.:.cers or his or their
reoresenT&e, or bebee-. f? Ccmpiry and Lye "ir? p r i e s . !.c ?.::i.:a?:r; 'r :r::a zr a: a:;< z!acs cutside India and
to obszrie an:! 2erform a-d !o car-{ CLI C: en!cr.rri. :tjz awards.
39. Subject to the provisions of the Companies AC1 1953 10 vest aay real cr persons properly, rignts or interest acquired
by or b m g i n g b Ihe Company in any person or Company On behalf of or for the benefit of the Company and without
any declared trust in favour of h e Company.
40. To establish the business which this Company is authonsed b carry on by means or Rro~;gh the agency of any
subsidiary Company or companies and enter into any arrangement with any such subsidiary Company fw Igi the
profits and bearing the losses of any business or branch SO carried on, or fw financing any such subsidiary or
guaranteeing its fiabililies or lo make any othw arrangements, which may seem desirable with reference to any other
business or branch either temporarily or permanenfly and w to appoint Directors or Managers of any such subsidiary
Company.
41. To do all or any of the said things either as primtipals, agents, brokers, bustees, contracton or otherwise and either by
oc through agents, broken. sub-conlractors, trustees orothenvise and either alone or in conjunclion wiVl olhers and to
do all such things as are incidental or conducive to the altainment of the main object.
42. To do all event and every things necessary, suitable or proper for the acmrnplishmenl of any of h e purposes for the
attainment of any of the main objects of the Company.
43. To inipd export buy, exchange, alter, improve, manipulate. prepare for market and ohenvise deal in all kinds of
plant, machinery, apparatus, tools, equipmenls and things necessary or convenient for carrying on any of the above
specified main business of Me Company.
THE OTHER OBJECTS ARE:
1. (a) To purchase, sell, develop, lake in, exchange or on lease hire or oUlerwise acquire, whethw fw investment or sale
or wwking the same any real or personal estate including lands. mines, factory, buildings, milk, houses, cottages,
shops, depocts, warehouses, machinery, plant, st&, slodt-in-trade, mineral rights, concessions, privileges.
licenses, casement or interest in or with respect to any property whatsoever for the purpose of the Company in
consideralion for a gross sum or rent or partfy in cne way and p;rtly in other or for any other such consideration of
ail lypes.
(b) To carry on business as proprietors of flats and buildings and to let on lease or olherwise apartments therein and
to provide for the conveniences comnxxlly provide in fbk, suits and residential and business quarters.
6
2. To establish and carry on the bus:ness of construclion mntraclors, jobbers. erectors, supplers, engineers for
undertaking any construction work relating b any bullding, h t s , dams, roads and to carrying on contracts and jobs in
connectan with corrosion protection, msulal.cn and antl-fouling aclivities and to provide all types of goods. SySlemS
and services for anti corrosion and insula!~cr ?r~ginser:ng and anti-louling acljvilies.
3. Tocarry on the business of Conlac:ws cf B~ilding, Ccrs;ructional Enginee:~ acd Atchitects.
4. To search, prospect, win, wcrk, Set, raise, quaf f . srnel, refine dress manufacture, manipulate, mvert, make
mercanlile sell, buy. import, export or o3erwis$ deal in iron cx all kinds of metal rne:allifernrs. ores and of other
minerals and subslances and to manufacture sell, buy, import, export and otherwise deal in any such articles m d
commcdities.
5. To carry on business of manufacbrers and dealers of radios, television sels, teleprinters, telecornrnunicalimn and
electronic equipmenls. telephone equipments, radar's, computers business machines and their cwnponents, induding
vaba transistors. condensers and coils.
6. To acquire or set up and run hospitals, clinics, nursing homes, maternity and family planning units or pathological
laboratories and oplidan shops.
7, To carry on the business of production, distribulion of exhibilii of Rms and motion pictures, including the funning of
theaters, cinemas, studios and cinematographic shorn and exhibilions.
8. To act as trustees, executors, adminislralors, attorneys, nominees and agents and lo underlake and execute trusn of
all kinds and (subject to compliance with any statUl0ry condilion) to exercise all the power of custodian trustees and
trust corporations.
9. To procure or develop and supply patents, invenbons, models, designs, scientific or industrial formulas or processed.
10. To carry on the profession of consultants on management, employment, engineering, industrial and technical malters
to industry and business and to act as employment agents.
11. To carry on the buSit3eSS of printing and publishing books, magazines, journals and newspapers and to acl as agents
in connection Werewih.
12. To undertake oc arrange for Ihe writing and publicalion, books, magazines, journals or pamphlets on subject relaling to
W e . camerce, industry. agriculture banking, insurance. investment taxalion, finance, economics, law and oUler
subjects.
13. To acquire or set up and run schools, colleges, training and professional institution and music and dance centers.
14. To undertake or promote research in economic, fiscal, m c i a l , financial, technical and scienliric problems.
15. To undertake and lransacl all kinds of qency business, and to carry on and promote any business commercial or
otherwise under sound principles to set M as dishibulors agents conkact man repesenlatim and indenling agents on
mmrnission on and or alowances as may be deemed 51
16. To advance deposit or lend money, securitle, ird pope& lo or rrf)l my Company, body axpatale, h, penon or
assodabon with or wilhoul searcily and on such terms as may be delermined frcin Sme to tine. However, me Ccmpany shall nol tarry M the &usiness of banking as d e w under h Bankhg Regulation &t. 199.
t7. To cany on he bulhau es lo issue, undemn'der and broken of stock. shares, debenwe, bcmds and wits dUN'tTRlstofhdi
18. To w r y on h e b u s h of merchant bank.%, fcreign axchange broker, &ling and pubticalion of linand newspaper
I pxicduxk and resear& repwls and papecs and to ad as discounl house, issue house, regista d ism, tnsfer
aged+ b act as broker, inlermedialor d money make1 deder and agenl of or in caoneclon with the sscubss.
19. TO carry m the buslnesJ of advisor or consullanls for lakeow bus, merger, amalgamation, 6wsibkm or
rfsbhnhg d my businsst mncem, inveslmenl p m assels maagmt porno management and poled
m q e m e n ! cvndting lor d o u s br ines organisah.
20. To set up, inmporele and menage, provide end I or pa-bipele in providing venture capiul, kdwlcgy M s .
m M t i n g fund or my other funds b see6 risk capad kwdation, including gucmkea or such Dher
filwrdal a&Wm as may be oonducjve for devekpment la new enWp&es.
21. To cany on Ihe business of dl cenlen, deal hnsaiplim ind all kinds of Wormah lechnobgy enabled wkss
ii India or a W .
22. To cany M or engage inlo be busingss nlatiq to tusiness ptoce*l cutsarrdng
23. To develop, design, suppot hain, provide, associate, mliabwale, deal, trade, impal expcrl acquire or gran!
righMcenWsublicense b purchase copy, sell and resell. bimcnission from one plam lo ano(har place by any
media, ad a$ advisers. m i l a n t s , apnh and synd'ollor. provide W i l services ad underlake job vorL n India
and whde of the world. In comprler software (d all descriplians in any languape on any computer
enwir~menUoperating system) informah systems. web, design, net working, compub &d
e ~ e e c i n g l g r a p h ~ a r ~ i a n u f ~ . technology enatied business lramlormstnn sdulicns bushes
cuuullancy and system Inlegah suvices ( i p r o v i s i o n s l m a n u ~ n ~ ~ of hadware, p&kab,
sohwe, q@ial ion and taiicvs padisger, mmnunicatiDn equipmenf manpower. cnmputer s$bbnery and 8anihre).
sdtware solution and vmkes M m g qxa6ng software (adorim, d a!4 dexriptim and k d s and lo design,
ellgineer. operate m'nlain and administer dab mhxs and Idecommunicalion netwak and ell acD'vilies rda!ed
wilh Ule infamatlon technology and taleawn indusky and rw and mnducl burear, inslihrle and wc&lahc for
wmpuler srviceslinfmaUon system, hrm compubf educahn, conducting couna~ and seminars.
24. To provide management comkmcy h be fd d hbmakn ledndogy, camptiter hardwae iuld softwe, system
designin& data pnxrashg a d data msler and b sd or dealem, dislibulon, egenls, fepresenlalive d b x h and
foreign conamr, panonr operaling, h he tima d inknation Wmlogy and &,led edivith.
25. To prwide cornpuler educalion and taihg, mmpulff supp~ff smiXS, Eawnmerce, declronic mail and inkmet
sacvices to act as sdectim and mroibnent agency lor computer kdm crab and other persona and b pwide my
sew& rebled b conrputer, devewng n e W n g , f r a d h , hook-UPS br- in amsorliurn wilt sohare
university &odd.
26. To eaibil screen, pm&ce, disbibuto, exp!ait. m i r e , turn to eccwnl buy. se#. impod, marfret perlwm and deal in
enklainmnl -, inhaf ive pqmnm, seds fu Islsbkia. campad discs, home video cassettes or
lransmitled ihrcugh lmer Wndcgy, fibre cp6c hhnology, mom picpichue, music d a0 klnds h al respectire
branches and Re huinesr d d producuh hiem, renks. dsbibkm and sxhibllon ard dealers h and renten.
dislnkutorr and exhltibibn an dealen in and agmb fw m o h #&re, film and music d d kinds and in all form a d
h way formal and br ever). medium Bnd b condud. hold, perfoo. @&, hrn to fawn\ deal in Ihe talents d live
perfamen, enlert;*len, &, musicians, adm, Scrmses, fu lix. ttege shorn, road shorn. live pukmwx
rumavaganza elc and b carry on Ihe bushers bolh h India Md abroad of Ihe sortware e c d n g . pfcduc8on and
parolim of musical nmrds and any o(ha remr&&p bolh in aight and sand. in any h a l or medium, soilwme and . -
to mmgement d recording absts. s k x p ad fJm adsls and pmduclkn personnel
27. To cay on he Wness d manufanuing hkhg, lesrhg, buying, rellSyl dislribuling, irnpcrting, epxfmg, operaling.
&men1 equpment s h as mmpact diks, brsrdklu, o p 6 d disfo. CD-ROM and all mulfi medja (ormats vidm
disks, video cassettes, audio cassetles. gmophon reads. records, @yen, ampliiius, speakers systems, audio
frequency equ&WS, ardi3 CD pbF. video disk p b p . h e r de& phyws. and mmpaWe and syner5.c
eqipmmls. any other equipmen3 used in Ihe enlarlairmeel pr&& and processing of cinema films, rrauies.
holographic equiprack, movies caneras, $51 cameras. Rash guns. slore fighb, Ilzsh. Ijhk, carton arc Imp,
pmjxlbn, lamps, re-s pmjectofsI pcojectron saeens, b w k e systems, high poww pmfessiaid music syslems.
UmaGc Vdeo m a s , video recorders, audio casettes remrders. videa laps reaxden. audio tape mden, and video tape dedc mechanisms, audio heads video heads.
28. To engage hb tho bushes d managing and maintaining ;II legd compliance undar varbus statues of India and
abroad fw a l types d organisatbns
29. To underlake feasibility shrdies and market research f new prajem. elpansion and b v m d ais6ng
opecalionr and b diagnose opera6a-d d i & s ind weakness and suggest remedii measure to inprove and
modernize existing operaiionr.
N. T h e I I W ~ o l I h e ~ l a I i m i l e d
V. The &#wised Shim Capital of he -y Is Rs. 5.00.W- (R- Five W) divided into 50,000 (Fbly Housand) Equ(!y Sheres d Rr. 101- (Rupees Ten) each.
VI. We. the several persons whose names and addresses are hereunder subscribed below, arc desirous of being . formed into a company in pursuance of this Memorarldum o f Association and we respectively agree to take the
number ofshares in Ule capital of the company set oppositc our respective names:
Names, Addresses, Descriptioll6r Occupation of subscriben
A R ; Q ~ I I ~ ; G E aF E < A
C G C T ~ E J ~ . G ~ : , ~ ; C ~ ~
Number of and Signatures of Name, Addresses description and L.
CyPe of Subscribers - - Shares Equity signatures of witnesses
1 i c N ~ C : I ~ U ~ ~ Y
, p . : 1 C , \ - - l f i R ~ PNLY,' -\ - I . ~ . ~ , .%-;I ll , H i b l & ~ ; ! > t i ~ L
I 1
I ( o p . ~ Edo57Y
5 Y~PLI" ONL L'>
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K b t l + m ~ , n / o S k iR t - iqcb\ S i h j G H ~ , ~ I A E P \ ~ ; )
12. J- .- -,, '. >...~
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6.
e C - - \ L t 6 , I < + ~ = L P C . K ,
SPrRQ\lc.P,yA Ctv,c L A ~ C , NUw -?,C' LI I I -- \ I C ? C ? I . ]
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- 1 L i , [cl;0 , 0;p : 2-70 - 3 71/2 ,
P O P b, i b n r . (osf i T A L
3" R) L ~ u ~ P , 6 n v L f i L , D E W D ~ L HI - 113 01'4
I
~ I P I B R H \ I &~ntnn)R, 5 1 0
s n t i qpLf'l S j N ~ f l . 4eJ1(3d>
5 p [ v 1 0 r YA Z N C L . ~ ~ Y ~ , f i g 1 ~ o l ; ~ . r l t - 1 1 3 ~ 1 ~ -
ocl urn T ,r 0t-d : S TIJD f PJ 1
(THE COMPANIES ACT. 1956)
(PUBLIC COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
of
BAREILLY HIGHWAYS PROJECT LIMITED Inlerprelah 1. Unless the mntext ~themisc requires, words or expressions wnlained in these
Articles shall bear the same meaning as in the Act or any statutory modlfmtion thereof in force at h e date at which the Anides beccme binding on the Company.
The marginal notes hereto are Inserted for Convenience and shall not affecl the construction here01 and in these presents, unless there be something in the subject or Contexl inconsistent Iherewilh:
"The Act'means The Companies Act. 1956. and includes. where the context so admils. any reanadment or stalulory modilicaticil thereof for the lime being in force
T h e Articles' mean these A n i i s of Association as adopted or as from lime to lime altered by Special Resolulion.
'The Auditors' or 'the Audio? meam Auditom or Auditor of the Company appointed in pursuance of the provisions of Section 224 or 224-A of the Act.
"The Company" means BAREILLY HIGHWAYS PROJECT LIMITED
"The Duectors' means lhe Diredors for Ihe time being of the Company.
"Board of Diredors' or The Board" means the Board af Directors lor h e time being of the Company.
"The Managing Diredo<' means the Managing Director or the Deputy Managing Director or the Joint Managing Director for the time being of the Company, by whalever name called.
.Exchangew means the Stock Exchange or Exchanges where the shares of Ihe Company are listed for the lime belng or may be listed.
"The O K I ' means the Regislered OR- for the L k e being of the Company.
"Regislef means the Register of Members of the Company required to be kept under Seaion 150 of the Ad.
'Member means a person whose name is entered n the Register of Members as holding any share@), eilher solely or jointly.
"Olvidend- includes bonus but excludes bonus shares.
"Monlh' means English calendar monlh.
"Seal" means the Common Seal of he Company.
'Paid up' inciudes credited as paid up.
T r o M includes Attorney duly constituted under a Power of Anorney.
"In wriling' and Wrinen" include printing, lithography and other modes of
1
Tabk 'A' nct to apply 2
Company not lo purchase its 3. Shares
Share Capital
Aliotment of Shares 6.
Power to conven andlor 7. issue shares
ComnlJsion and Brokerage 8.
representing of reproducmg words in a vlsihle form. Words imponing the singular number also indude Me plural number and vice versa.
'Shares' means the equlty and voting share capital of the Company.
"Finandal Year" means !he Company's fiscal year beginning on April 1 of each calendar year and ending on March 31 of :ke hnmediately succeeding year, or any extension thereof in accordance with t9e ?rovis;ons d the Companies Ad. 1956.
The repi~laticns cantalned in lhese ASic:es of Association szai! cverrule the regulations contained in Table 'A in the First Schedule to the Companies AG. 1956. The Anicleo of Assoaalion referred to .n ths paragraph shal be subject to any exercise of the statutory pcwer of :re Company 10 reference lo the repeal or alteration cf. or add:lion to 'ts regulalions by S;ecial Reso!,lion. as prescribed Dy the Ccrnpanlos Act. 1956, and the Articles of Association shaU refer to the W.icles as existing frcm time lo time.
Subjed to the provisions d the Companies Act. 19% or any amendment or re- enactment thereof, the Company shan have the power lo purchase its own shares
. . or other securities as may be specified from time to lime in this regard for such purposes as may be permitted and lo the extent and in the manner as may be prescribed.
The Off- shall be el such place as the Board of Diredors shaY determine subled to provisions of ttie Act.
SHARES
The Authoiied Share Capital of the Company shall be such amount and be divided into such shares as may. from time lo time. be plovlded in Clause V of the Memorandum of Assodation payable in the manner as may be determined by the Directon from time to time, wilh power lo increase, reduce, subdivide. or to repay the same or to divide the same into several classes and to altach thereto any rlght and to consolidate or sub-diilde or re-organise the shares subject to the provisions of the Act, to vary such rights as may be determined in accordance with the Company's rcgulalions and legislative provisions for the time being in force in lhat behalf.
The minimwn paid-up capkal d the Company will be Rs. 5.00.000 (Rupees Fne Lacs oniy).
Subject to the provisions of these Articles and of Section 81 Of the Act, the shares shall be under the control of Ute Board, which may allot or olhemisedispose of the sanie to such persons, on such terms and conditions, al such times. either at par or at a premium and for such ConsMeration as the Bcard thinks fit. Provided that, where at any time (aRer the expiry of iwo years from the formation of the Company or at any lime alter the expiry of one year from the allolment of shares in the Company made for the Grst lime anel its formalion, whichever is earlier) it is proposed to Increase the subscribed capilal d the Company by the allotment of further shares, subject la the provisiins of Sedion 81 (1A) Of the Act. Ute Board shall issue such shares in the manner set out in Sedion 81 (1) of the Ad.
The Directors shaY have power, at their discretion, to convert the un-issued equily shares in10 Redeemable Preference Shares, if any, and vice versa and the Company may, subjed to the provisions of Sectwn 81 of the Act, issuc any part or parts of the unisswd shares (either equity or preference carlying s right to redemption out of the profgs or liable lo be so redeemed at the option Of lhe Company) upon such t e n s and conditions and with such rights and privileges annexed thereto as the Dimctws at their discrelion may think til and proper. Subject tolhe provisions of Sedions 86.87 and 88 of the Act and in particular. W e Directors may issuo such shares wilh such preferential Or qualifying riOhls to dividends and for the diitribulion of the assets of the Company as the Directors may subject to the aforesaid Sedions, determine from t ine to t i e .
The Company may exercise the power of paying urmrnission conferred by Section 76 of the A d and in such case shall comply wilh the requiremenu of lhat Section. Such commission may be satisfied by the payment of cash or the allotment of fully or partly pald shares or partly in one way and partly in the other. The Company may also on any issue of shares or debentures pay such brokerage as may be lawful.
Share at 3 discoun! 9. With the previous authority of the Company in General Meeting and sanctlon of the Cwlt and upon otherwise complying wllh Seaion 79 of the Ad. the Board may Issue at a discount sharesof a class already issued.
1ns:allment on shares lo be 10 . If, by tbe conditions of allchenl of any share. the whok or part of the amount or duly paid Issue price thereof shall be payable by installments. every such ~ n s l a f h m t shall.
when due. be paid lo the Company by the person who. for the time being, shall be the regis:weo tolder of the share or 3y his executor or admin~stralor
Liasil~ty of p l r t holders of 11 The pirt-hnlbers of a Share shall be severally as well as joinuy liable for the shares payment of all ierta!!ments and ea:Is due in respect of sutn sha:e.
Tr,sts not recogn~rac 12. Subject !c Secticn r3 i -C of the Acl, save 3s here.n olhewlse prcvided, the Company st'sil be entitled to treat the registered nclder of any shore as the absolute owner thereof and accordingly shall not. except as ordered by a coun of cornpeten jurlsdict~on or as by slalute required, be bound to recognise any equitable or any other claim to or interest in such share on the part of any other person.
Who may be regislered 13. Share may be registered in the name of any person. Company or olher body corporate. Not more lhan four persons shall be registered as joint holders of any share.
SHARE CERTIFICATES
14. Subjed to the provisions of The Compan~es (Issue ot Share Cet(ifc,ates) Ruks. 1960 or any statulory modifration or re-enactment thereof. share scrips shaA be issued as fdlows:
(i) The Cedifates of titk to shares and duplicate thereof when necessary shaU be issued under the Seal of Ihe Company which shall be afixed in the presence ot-
(a) two Direaors or a Diredor and a person acting on behalf cf another Director under duty registered power of attorney or two persons acting as anorneys for two Directors as aforesaid; and
(b) the Secretary or swne other person appointed by the Board for the purpose, all of wharn shall sign such share certificate: provided that, if the composition of the Board permils of it, at Leas one 01 the aforesaid two Directors shan be a person other than a Managing w Whole-tie Diredor.
Members' right 10 carlihcate (ii) Every rnember shall be entitled free of charge to one certificate for all the sharcs of each class registered in his name, or, if the Board so approves. to Several Cerlificales, each for one or more of such shares. Unless the conditions of issue of any shares othewise provide. \he Company shall wilhin threo months after the dale of either allolment and on surrender to the Company of its letler making the allotmenf or of its fractional coupons of requisile value (save in the cases of issues against leners ofaccaplance or of renuncration or in the case 01 issue of Bonus Shares) w within two months ol receipt of the application for registration of the transfer of any of its shares, as the case may be, cmlplete and have ready for delivery the cerlificates 01 such shares In resped of any shares held jointly by several persons. the Company shall not be bound to issue more lhan one certificate and delivery of a certificate to one of several join1 holders shall be suffic~ent delivery to all such holders.
As to fees on issue of new (iii) No fee shall be charged for:- share cerlifkxles. registration of probates. etc. (a) Subdivision and consdidation of share and debenture certificates. or for
sub-divrsion of leuen of allotment and split-up, consolidation. Renewal and Pucca Transfer Receipts into deneminalions corresponding to the mamet unit of bading.
(b) Subdivision of renounoe abk Letters of Righl
(c) Issue of new cenifales In replacement of those which are old, decrepit or wrn-out or where rne cages on the reverse for recording lransfers have been fully utilized.
(d) Reg~strafion of any Powers of Attorney, Probate, Letlen of Adm~n~stral~on --- .#/ .
f 3 /
or smilar other documents
RestribJon on power to make calls and notice
Amount payable at fixed times or payable in installmenls On WllS
Evidence in adion by Company against shareholders
(e) Issue d new certilicabs in replacement of those that are torn, defaced, lost or deslroyed.
(0 Subdmsion and consolidation of share and debenlure cerlif~ates and for sub-divaion of Lellers of A l m e n t and split-up. conscldatiin. Renewal and Pucca Transfer Receipls into dencminations other than those fixed :nr ma.xet units of 1:adlng.
CALLS
15 Tho Boar.? p a l l r o ~ ?mas :o +me sLb;ect to :he terns on whlch any shares may have aeer s s ~ c d and s ~ q c c l to the provlslcns of Sectlcn 91 of I re Act n a k e such cals as Ihe Board thinks Y upon the menbers m respect of all moneys unpaid on the stares ncM by them respectwely. and not by the andctlons of allotment thereof made oavable at bed times and each member shall Dav the . . amoJnt of ever, call so A ide on hkn to tne porsons and at Ihe times ara p.ocer appo~nled tf the board A call may be made payable by nstallments and snall De deemed to have been made when the resolullon of Vie Board authoruino such can was passed.
16. NM less than thirty days notica of any call shall bc given specifying the time and p l a a of payment and !o whcm such wll be paid.
17. (i) If the sum payable in respect of any call or installment be not paid on or before the day appointed for payrnenl thereof the ha!der for the lime being in respea of the share for which the call shall have been made or the installment shall be due, shall pay interest for Ihe same at maximum rate of I 2 (iwelve) percent per annum from the day appointed for the payment thereof lo the tune of the actual payment or at such bwer rate (if any) as the Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest eilher wholly or in part
18. If by the terms of any share or othemise any amount is made payable upon allotment or a1 any hxed time orby installments at rued limes, whelher on account of the amount of ths share or by way of premium, every such amount or inslallmenl shall be payable a$ if il were a Call duly made by Ihe Board and of which due notice had been given. and all the provisions herein conlained in respect of calls shall relate lo such amount or inslallmenl accordingly.
19. On the trial or hearing 01 any action or suil brought by the Company against any share-holder or his representatives to recover any debt or money claimed to be due to the Company in respect of his share, it shall be sufficient to prove that the name of the defendant is or was, when the claim arose, on the Register as a holder, or one of lhe holders of the number of shares in respecl of which such claim is made, and that the amount claimed is not enlered as Daid in the books of the Company and tt snall rmt be necessary to prove the appointment ol Ihe Doard who rraao any call, nor that a quorum was present al Ihe Board meelma at wnlch any call was-made nor that l i i meeting which any call was madewas duly canvened or constituted nor any Mher matter witalswver but the proof of Ihe matters aforesaid shall be conclusive evidence of the deM.
Payment of caUs in advance 20. The Board may, if it thinks fit. receive from any member willing to advance the same, all or any pan of the money due upon the share held by him beyond the sums actuaUv called for. and u w n Ule money so naid or satisfed in advance. or so in respea th&eol as from t& to tlme exceeds <he m o u n t of the calls 1hen.made upon the share In resped d which such advance has been made. the Company may pay Interest a1 such rate not exceeding, unless the Company in ~cnera-1 meeting shall olherwise dired. 6 per cent per annum as the member paying such sum in advance and the Board agree upon. M ~ n e y so paid in excess of the amount of calk shaU no( rank for dividends or confer a right to partlcipale ln profits The Board may at any time npay the amount so advanced upon giving to such member not less three months' notice in writing.
Revocation of wll 21. A c a U may be revoked or paslponed at the discrelimn of the Board.
FORFEITURE AND LIEN
If calls or Inslalimenls not paid notice may be given
I1 notice is not complied with share may be forfeited
Notice afler forfeilure
Forfeited share lo become properly of the Company
Power lo annual forfeiture
22. If any member falls to pay any can or rnstalbnent of a call on or before the day appointed !or the payment d the same. the Board may, at any time, thereafter during such time as the call or lnslallmenl remains unpaid. serve nolice on such member requiring him lo pay the same, together with any Interest that may have accrued and all emenses thal may have been mrcurred by the Company by reason o i such non-paymerl.
23 i t e notice shall name a day (not being less than thirty aays frSm the da!e of nalce) and the clace or places on and at wh.ch such call or installment and such Interest and expenses a:Jresald are to be pa~d. The notace shall also stele bat in the event ot rcn-psji.enl at or befare the time. and at the place appointca. tr,r shares in respect of ffhlch swh Cail was nlade or inslallnent is payable will he liable to be 'Odeled
24 If the requisitions of any such norm as aforesaid w t be cmolied wim. anv shares In IeSFeC! of whtch s r h nol Ce ha6 been glven may. at any time ti-eeahe;. before payment of a I -11s or nstalbnen:s. Icleres: and expenses, due m resped thereof be lorfe!led Dy a resDlutlon of the Board lo thal elfed.
25 Whe? any share shall habe bmn so lorfenred ?al~ce of the resolu1.m shall be gwen 10 the Inember In w7ose name II stoW mmedulely ~ r ~ o r lo the lwlenuie and an entry of the forfeZure, with Ihe date thereof, shali forthwrth be made h the Register. but no fwfeiture shaX be in any manner invalidated by an omission or neglect to give such notice or to make such entry as aforesaid.
26 Any share so forfeted shall w deemed la be the property 01 the Comcany. and the Bmrd may sell, re-allot or othe~wlse d~spose of the same in such manrer as 9 thinks St.
27 The Board may, at any tine before any sham so forfeited shall haw been sold. re- alioned or olr~emnse d.sposed of. annul the forfeiture thereof upon such conditions as 11 thinks ftl
Liability on forfelufe 28. A person whose sllare has been forfeited shall cease to be a member I? respect of the shale. but sllaxl. notwi~hstand'mg the f~r le~ture, remain liable lo pay, and snal fo?hwith pay lo the Company, all calk or installments. lnleresl and expenses. Owlng upon or In respect of Such share. at the time of the fcrfeiture. logelher with Interest thereon, from the Ume of the fotfeture, until payment, at 12 (twelve) percent oer annum and the Board may enforce Ihe oavment thereof. or anv oart thereof whout any ded~dron or a~~ow;nce tor the v i & or the m i s s a1 t h e 01 f o h ~ t ~ r e . bul shall not h u r n any oM~gat~on to do so
Evidence of lorfeiture 29. A duly verified declaralion in wriline that, the decbrant is a Director Manaoer or Secrrtay of the Company and hacbeen aulhorsed by a Board ResoIt.:~m~o a d as dcclarart ano Inal cena.n sqares In the Company have been duly lorferted on a date staled in the dedaralion, shall be conclusive evidence of the fads therein slated as against all persons claiming to be entitled lo the shares, and such declarlion and h e receipt of Ihe Company for the wnsideral'ion. 1 any given for Ihe shares on the sale of deposition thereof, shall constitute a good title to such shares; and tlle person to whom any such share is sold shall be reQistered as the holder of such share and shall ml be bound lo see Ule application of purchase money. w r shall his rule to such share be affected by any irregularity or invalidily in the proceedings in referenca lo such forfeiture, sale or disposition.
Forfeiture prov*ions to 30. The provisions of M i e s 22 to 29 hereof shall apply in the case of mn-payment of apply to non-payment in any sum which, by the terms of issue of a share, becmes payable at a fixed time. lerms of issue whether on account of the nominal value of a Sham or by way of premium, as if the
same had been payable by virtue of a call duly made and noIi8ed.
Company's l k n on hares 31. The Cornpany shall have a first and paramount lien upon every share not being fully paid up. registered in the name of each member (whether solely or jointly with others). and upon the proceeds of sale mereof for moneys called or oavable at a rued Ome In respect of s ~ c h share, wheuler the tme fw ihe payrnenl'th;reot shal have actually arrlved or not and no equitable vterest In any share shal be created exwd as otherwise provided in the Articles Such lien shail exlend to all dividends fromtime to time declared In respect of such share sublect to the provisions of Seaion 205A of the Act Unless otherwise agreed, the registration of a transfer of a share shall operale as waiver of the Company's lien. if any, on such share
32 For the purpose of enfOlUng such Ien, the Board may sell the share subled
5
Power to borrow
the Acl, be modlf~d, commuted, ayected. abrogated, varied or dealt with by agreement between the COmpany and any person purportmg to contract on behalf orthat class orovided such wreement is (A) wnsenled to in writiw by the holders of at beast thiee-fourths of hi sued shares of thal cl-, or (B) &andioned by a special resolution passed at a separate Meeting of the holders of the issued shares of that class and all the orovislonr tlere~nafler contained as to General
~ ~
Meetings shal mutatis mulandis. apply to every such meeting, except that the auorum thereof shall be members holding or representing by proxy one-filth of the nominal amount of the issued shares of ihe class Tlis h ic le is not by Lnplicalion to curtall the power of modifica:ion which the Company would have if this Adlclz were omllled. The Company shall wmply with the prov.r;cns o! Section 132 of tne Act as to for~arding a copy of any such agreement ar les$lut;on :o !he Resislrar of Companies.
BORROWING POWERS
57. The Board may. frorn tbne to time. at its discretion, subject to the provisions 01 Sedion 58A. 58A4. 92 and 293 of the Act. raise or borrow. either from the Directors or kom elsewhere and secure the repayment of any sum 01 rnoney for the purpose d the Company; provided that lhe Board shall not, without the sanclion of Ihe Company m General Meeting, borrow any sum of money which together with moneys already borrowed by the Company (aparl from temporary loans obtained from lhe Companys banken in lhe ordinary w u n e of business) will exceed the aggregate for Ore tlme being of the paid up capital of the Company and its free reserves, that is to say, reserves not sel aside for any specilic purpose.
Conditions on money 58. The Board may raise or secure the repayment of such sum or sums in such
may be borrowed manner and upon such terms and conditions in all respects as it thinks fit, and in ~arlicular. by the issue 01 bonds, pewtual or redeemable debenture or debenture stock. or a& mortgage. 01 other iangbk secur~ty On tho undcrtak8ng of the whole or any pan of the property ofthe Company (both plesent and f u t ~ ~ e )
Issue and discount, etc.. or 59. Any debentures, debenture-stocks, bonds or Other securities may be issued a! a wth special privileges discount, premium or otherwse and with any special privileges, as to redemption.
surrender, drawing, aUotment of shares, appoinlment of Directors and othem*e. debentures, debenlure-slock. bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.
tnslrument of transfer 60. Save as provided in Seclmn 106 of the Act, no lransler of debentures shaX be registered unless a proper Instrument of transfer duly stamped and executed by the transferor and transferee has been delivered to the Canpany together with lhe serlifiwte or cerlfcates ofthedebenlures.
Notice of refusal to regis!er transfer 61. If Ihe Board refuses to register Ore transfer of any debentures. the Company shall.
within two months from the date on which the instrument of transfer was lodged with the Company, send to the transferee and to the transferor, notlco 01 the refusal.
GENERAL MEETINGS
When Annual General 62. In addition to any other Meetings. General Moeting of the Company shall be held Meeting to be held within such intervals as are speahed in Section 166(1) of lhe Ad and subject to
the prwismns of Section 166(2) of the Ad, at such W s and places as may be determined by the Board. Each such General Meeting shall be called as 'Annual General Meeting' and shail be specfed as such in the notice convening lhe rneetlng. Any other meeting of the Company shall be called as 'Extraordinary General Meeting'.
63. Provided lhal the Board may also call an Extraordinary General Meeting by passing a resolution by drculaliin and the resolulmn so passed would be as effeaive as Resolution passed at a later meeting.
C~rculatbn of Members' 64. The Company shal comply wkh provisions of Section 168 of the Act, as to giving
resoluticn notice of rescluhons and urculating statements on the requisition of members.
Notice of Meeting 65. Save as perm~tled under Section 171(2) of the Act. a General Meeting of the Company may be CdUed by giving not kss than Zl(twenly one) days' notice in writing. Not.ce of every meetmg shall be given to me members and such other person or persons as required under and in accordance with Sectvan 172 and $73 Of Ihe A d and if ShaU be sewed in the manner authorized by Sect:on 53 of the A d
PROCEEDINGS AT GENERAL MEETINGS
Bus:ness cf Mee:ing 66. The crdinari buSiPeSS of an Amual Geceral Meeting shall be lo receive and ccnsider the ?:c;ht a l d Loss A-dmt , the eaiance Sheet a x ! the Repots :f the Di:ecors and 'P.e A~d'cors, to elect D.rezo:s in tne place of thcse retiring by rotatton. :o apjotnt Auditos and fix lheir remuneration and to declare div:bends. A;I Other bLsiness transacted al an Annual General Meeting and a3 business transacted ct any other General Meet~ng shall b e d e w e d to be special business.
Quorum to be present when business commenced
When, if quorum no1 present, meeting to be dissolved and when to be adjwrned
Resoluliin to be passed by Company in General Meeting
Chairman of General Meeling
How questions lo be decided at meetings
What is the evidence of Ule passing of a resolution when poll is demanded
67. No business shall be transacled a1 any General Meellng unless a quorum 01 members IS present at the l ine when the meeting proceeds to business. Save as here~n otherwise provided, five members present in petson shall be the quorum.
68. If wilhin half-an-llour from Ihe time appotnted for the meeting a quorum be no1 presenl, the meeting. if convened upon requisition of members shall be dissolved. but in any other case U shall stand adjourned lo the same day in the nexi week, at the same l i e and place, or to such other day and at such tima and place as the Board may, by nolice. appoint and i t at such adjourned rneettng, a quorum be not present wilhin haif-an-hour from the l i i appointed for holding the meeting. those members who are Present and ml being less than two, shall be a quoturn and may transact the business for which the meeting was called.
69. An act or resolution which, under the provisions of these Artides or of the Act, is Dormitled or required to be done or passed by the Company h General Mceling. shall be sufficiently SO done or passed if effected by an Ord~nary Resolution as defined in Sedion 189(1) Of the Act unless either the AU or these Artfdes specifically requires such A d to be done or resolution passed by a Special Resolution as defined in Section 189(2) of the Act.
70. The Chairman of Lhe Board shall be entitled to take the Chair al every General Meeting. If there be no such Chairman, or if at any meeting he shall no( be present within hReen minutes aRer the time appointed for hoMing such meeting, or is unwilling la act, the Chreaors presenl shal choose another Director as Chairman. and if no Director be presenl, or if all the Directors present d e c k to take the Chair. then the members present Shall, on a show of hands or on a poll if properly demanded, elect one of their numbers being a member entitled to vole. to be the Chairman.
71. Every question submined to a meeting shall. De decided, in the first inslance by a show of hands, and in tase of an equality of votes, both on a show of hands and on a poll. Ihe Chairman of the meeting shall have a casting vote in addition lo Ihe vote lo which he may be entitled lo as a member.
72. Al any General Meeting, unless poll is (before or on the declaration olthe result of the show of hands) demanded by eilher the Chairman on his own motion, or by at kas l five members having the right lo vote on the resolution in question or by any member or members present in person or by proxy and having not less than one- tenth of the lMal voling power in respect of such resotution, or by any member or members present in person Or by proxy and holding shares In Ihe Conlpany conferring a right l o vote on such resolution, being shares on which an aggregate sun has been pa~d up which is no1 less than one-tenth of the total sum paid up on all the shares conferring that right, a declaration by the Chairman thal the resolution has or has not been carried, either unan.Wusly, or by a particular majority and an enlry to that effect in the book containing the Minutes of Lhe proceedings of Ihe Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes cast in favour of, or against the resolution
.-
10
Pd l 73. (I) If a pol be demanded as aforesaid n shall be taken forthwllh on a question o( ad~ournmenl or election of a Chairman and In any olher use , In such manner inb al such tune, not belng later than forty-etght hours from the tme, when the demand was made an$ al auch place as the Chalrrnan of the meetlng dareas and subject as aforesaid ellher at once or alter an n:ewal or a:jomment or otherwise. and I re results of the poll shall be cecmel to be tbe dacislcn 3f the meerlng on the resckt~on on which the pcl: was derlanded
{ii) Tb? demand of a po I may be withdrawn a: any tine
(iii) 'Er'3cre a ocll is to be laken. the Chalrnan of the meetino shall a loo~nl k o . . scr~:lneer;. one al least of Hnom shall be a men;ber (noibeing an oHicer or employee of Ihe Company) present at Lhe meetlng. Provlded such a member is available and willing tobe appoinled, to scmlinlse the voles given on Ihe poll and repori lo him thereon.
livl On a DO!. a member entitled lo more lhan one vole. or hi orom or &her . , person entl:kd !o vote fw hm. as the case may be. need not d ne votes. bse all h s votes or cast ~n the same way all the voles he uses
(v) The demand of a poll shall no( prevenl the continuance of a meelimg for Ihe transaction of any business olher fhan the quesllon on which a poll has been demanded.
Power to adburn General 74. (i) The Cllaiman of a General Meelins may adiourn the same from time to tme Meeting
Vote of members
and from place :o place, but no busiessrhail be transacted at any aqiurned meeting olher than the bustress lefl unfinished at the reet#ng from wh.ch the adjournment took place
(I) When Ine meetlng IS adpurned 1 shall n01 be necessar/ lo glve any not.= of an ad.ournrnenl or of Ihe bus ness lo be transacted at any odlourned rneetlng unless the adjournment k for a period of 30 days or more.
75. (i) Save as hereinaner provided, on a show of hands every membar present in person and being a holder of Equity Shares shall have one vole and every person present either as a General Proxy on behalf of a holder of Equity Shares, if he is not entitled lo Vote In his own righl, or as a duly aulhorised repiesentatlve of a body wrporate, being a holder of Equity Shares, shall have one vole.
(ii) Save as hereinafler provided, on a pall the voting rights of a holder of Equity Shares shall be as specified in Section 87 of the Act.
(lii) The voting righls of every member holding preference shares, if any, shall upon a show of hands or upon a poll be subjecled to me provisions, limilalions and restrictions laid down in Sedion 87 of the Act. Provided lhat no body corporate shell vote by pmxy so long as resolution of its Board of Directors under provisions of Sedion 187 d the A d is in force and lhe person name in such resolulion is presenl at the General Meeting al which Vie vote by prow is tendered.
Procedure where a 76. (i) Where a body corporate (hereinafter called "member Company') is a member Company or body corporate of the Company. a person duly appomled by resolution in accordance with the h member of the Company. prov~sions of Section 187 of the Act lo represenl such member Company al a
meeting of the Company. shal not be by reawn of such a ~ i n l m e n i be deemed lo be a proxy. and the lodging wilh the Company al the Ofice or production at the meeting of a wpy of such resolution duly Stgned by one Director of such member campany and cenifd by him as being a true copy of the resolution shall. on production at lhe meeling, be accepled by Ihe Company as sulficient evidence of the validity of his appolntmenl. SUQ a person Shall be enlilled lo exercise Ihc same righls and powers, includ~ng me right lo vole by proxy on behalf of the member Company which he represents. as that member Company wuld exercise if it were an individual member.
(ii) Where the Presldenl of India or the Government of a Slate is a member of the Company lhen histtheir representallon at the meeling shall be in accordance with Section 187-A of the Aa.
Joint holders
Votes in respect of 77. Any perscn en!lt,ed under the Transm~sslon Adlcle to transfer any shares may Vote deceased, insane and at any General Liceling in respect thereof in the same manner as rf he were the insolvenl members reqstered ho!der of such shares, provided lnat forty-eight hours at least before the
time of hotd~ng the meettng or adlourned meeting, as tho case may be, at which he purpons !o vote ne shall satisfy Ihe Board of his rlgnt lo transfer suc'l shares. unless trte Buard shall have prevtously admined his righl to vote al such meeting !n :es.wct thereof. If a l y member be Iucalic. ldht or non wrnpose meriis. he may vote whe:Per o l a snoiv of r.and or ar a 3011 by h ~ s cornminee, curz:or borls or ciher iO~3l cJra!or arc sdch ost menticnet? persons may p.ve their votes by proxy
78. Vii-ere t k r e 561 j31ni reg:s:ered holders 0' any shares, any one of such persons rnz.! ...: r a! ary .?iae: r S ?:lhet personai!~ 2r '.y proxy In resoec! of such star? as fi h? -atre s:.12.> e-:i!.ed 1tere:o. rnd if wore :ha? cne of such loir l i?o!ders be presen: s: ary rnee:ina e;tner penonally cr by p!cic/. that one of said persor,s so Pr5Sect X ~ O S O naille Stands 6 0 1 on l!le Register in respect of such sharo alone shall be eiit.tied !il vole :n respect thereof. Several executors w administrators 01 a deceased mernber In whose name any share is registered shall for the purpose of this Anicle bo deemed joint holders thereof
Proxies permitted 79. Votes may be given eilher personally. or in the case of a body corporate, by a represenlatlve duly authorised as aforesaid. or by proxy.
Instrument appointing proxy to be in writing. Proxies may be in general or special
lnstnment appoint' i a proxy to be depmited at the 0KC.e
Whether vote by proxy valid through authoriiy revoked
Form of instrument appointing a special proxy
Restriction on voting
80. The instrument appointing a prosy shalt be in writing under the hand of the appoinler or of hls Allornev dutv authwised In writino or rf such awoinler is a bodv cmorate be under its cokmo i seal or the hand of-11s officer 0r'~ttorney duly aihoriied. A proxy who is appo~nted for a speclal meeting shall be called a Specnl Prow. Any other shall be called a General Proxy
81. The instrument appointing a proxy and the Power of Attorney or other authorQ (I any) under which it is signed, or a notarially cellifed w y of the power w authority shall be deDosited al the Offica not less than fofiv elaht hours befofe Ihe time for holding the'meeting at v.i~ach the person named in ihe Tnstrument purports to vote in resped thereof and in defaul the instrument of proay shall not be considered as valid.
82. A vote given in accordance with the lerms of an instrument appointing a proxy shall be valid notwithstanding the previous death or insanity of Ule principal, or revoca!ion of Ihe instrument, or transfer of Ihe shares in resped of which the vote is given, provided no intimation in wriliig of the death, insanity, revocation or transler of the share shall have been received by the Company at Vte Office before the voto is given. Provided neverlheless that the Chairman of meeling shall be entitled lo require w c h evidence as he may in his discretion think fil of the due execution of an instrument of proxy and that the same has not been revoked
83. Every instrument appointing a special proxy shall be retained by the Company and shall, as nearly as circumstances will admit, be in any of the forms set out in Schedule IX to the Act or as near thereto as possible or in any other form which the Board may accept.
84. No member shalt bo enlitkd to exercise any voting rights either personally or by prory at any meeting of the Company in respect of any shares registered in his name on which any caUs or other sums presently payable by him have not been paid or in regard to which the Company has exercised any righl of lien but the Board Directors may be a resolution passed at the Board, waive the operation of this Anicle
85. (I) Any obiectwn as to the admisswn or rejection of a VDle either. MI a show of hands. or a P o l made in due l i . shaU be referred to the Chairm~n, who shall fonhmth determine the same, and such determinelion made In g w d Ialth shall be final and wnclusive.
Iii) No obiectlon shall be raised to the aualilicatlon of any voter exceot at the . . meeting or adjourned meeting at which the vole objected to s $iven or tendered and every vote not disallowed at such meet ig shall be valid lor all
DIRECTORS
Number of D8recton 86 The nurnter of D8rectors of the Company shall nM be kss than three and not more than hvelve
Company In general meetlng Increase or reduce 87 Subjeu to the provishons of the Act. the Company in General Meet~ng may from
num'ser cf Directors tune to lime nCrease or reduce the nun'ber of D~recton w~thln the linrits fixed by Afltcle 88
Lirr~t 01 number of non- 88, retiring Direcors The Dlrectos together wlth tte Mar.ap!ng Dueclor(s) not exceed r g ore-thlrd af
h e total number of Directors for the !he being of the Ccmpany wll nct oe liable tc retirement by relation arld s~b;ect to the provislols of Ar! c!w 90 and 91 an0 Section 255 of the Act. the Direcicn :excepting the first Diietors) s:iail be elected bv the sharcholdcrs in aererai meetinn and shall be 0ersor;s Hhose pericd of -, - ofice 1s llaole lo aelerm.nal.on bf ret~rement by rotallon However, they shall be wunted in detemming the number of rellnng Directors
89. The first Directom of the Company at the time of incorporation of the Company k as foUows:
1. Mr. Jawahar Lal Khushu
2. Mr Su~ya Dulta Sharma
3. Mr. Amil Bharana
Powers of Stale Financial 90. Notwiistand~ng anylhlng to the contrary contained in the Mlcles. so long as any Corporations and others to monies remain awing by the Company to Industrial Development Bank of India nominate Dsedors (IDBI), IndusVial Financa Corporation of India (IFCI). The Industrial Credit &
Investment Corporation of India, (ICICI) and Lile Insurance Corporation of lndia (LIC). Unit Trust of lndia (UTI). lndustr~al Reconstrudion Bank of lndia (IRBI). General Insurance Corporalim of lndlan (GIC). New lndia Assurance Cmpany Ltd. (NIA). Oriental lnsurame Company Lld. (01C). Unded Indian lnsuram Company Ud (UI). National Insurance Ltd. (NIC). or to any other Finance Corporation or Credit Corporation or to any other Financing Company or Body out of any loans granted by them lo tho Company or so long as IDBI. IFCI. LIC. UTI, IRBI. GIC. NIA. OIC. U I 8 NIC or any olher Financing Corporalion or Credit COrporation or any other Financing Company or Body (each of which IDBI. IFCI. . . ICICI. LIC, UTI. IRBI. GIC, MIA. OIC. VI 8 NIC or any other Financhg Corporation or Credlt Corporation or any other Financing Company or Body is here~naner in this Article referred to as 'Ihe Corporation" continue to hold debentures m the Compariy by direct subscription or private placemenl. or so long as the Corporation holds shares in Ihe Company as a resul: of underwriting or d~red subsaipl~on or so long as any liabiltty of the Company arairy oul of any Guarantee furnished by the Corporation on behalf of lhe Company remains outstanding, Ihe Corporation shell have a rlght to appoint from time to lime. any person or persons as a Director or Diredois. whole lime or non-whole time (which D i c t o l or Directors islare heremafter referred to as "Nominee Direclonls") on the Board of the Company and to remove from such ofice any person($) so appointed and to appoint any person or persons in his or their place(s).
The Board of Dieclors of the Company shall have no power to remove from off= the Nominee Direclors(s). At Ihe oplion of the Corporation such Nominee Director(s) shal nol be required to hold ally share qua;iAcation in tho Company Also at the oplion of the Corporatwn such Nominee Director(s) shall not be l~able to retirement by rotation of Directors Subject as aforesaid, the Nominee Director(s) shall be entitled lo the same rights and privileges and be subjed to the same obljgalions as any other Director of the Company.
The Nominee Direclor(s) so appointed shall hold lhe said omce only so bng as any monies remain owing by the Company lo the Corporation or so long as the Corporation holds Debenlures in the Company as a result of direct subwrip4ion or private placement or so long as the Corporation holds shares in the Company as a result of underwriting or direct Subscription or the liability of the Company arising out of the Guarantee is outstanding and the Nominee Director(s) so appointed in exercise of the said power shall lpJo lacto vacate such ofice 'inmediately the monies owing by the Company to the corporation are paid ofl or on the Corporation ceasing to held OebentuledShareS in Ihe Company or on the satisfaclion of the liablity of the Company arising out of the Guarantee furntshed by lha Corporation
The Nominec Director(s) appointed under Ihe Arlide shall be entitled to receive all
13 -
,#y-h<; ~,,
'i .&::* ;, \ ' . ,. . .. f
i . ..
Debenture Dkedor
P m r of Directors to add to their nwnber
Share Qualification of Directors Direclors' remuneraliwn and expenses
Remuneration lor extra sewiw
Board may a a not
ndices of and attend all General Mee!irtgs. Board Meetings and of the Meetlngs of the Conlmittee of whlch the Nominee Direbor(s) IS I are members as also the Minutes of such meetlngs The Corporatjon shall also be entltled to receive all such notices and Mlnules
The Company shall pay to the Nomlnee D~rector(s) sinlng fees and expenses to which the other Diredors 01 the Company are enlttled. But 11 any olher fees. wmmiss~ons, monies or remunorahon in any form is payable to the Directors of the Corrpany. the fees, commission, rronirs and renuneratior in relatioi :o such Nominee Director(s) Shall accrue to :re Corporation and the sane sha!l acwrd;ngiy be paid by the Corn3any dlreclly to the C0rpora:ion. Any expenses Vla l may be incurred by :be Corp~r;t!on :r such Nominee Oiredcrls) In conneeion wit? thelr o~pcinl~ncnt or Girec!i-sn:~ spa11 also be paid or rembursed by :he Company !o Inr Corporalion c: as :he case may be, lo sdch Nzninee D~reaors(sj.
Provided that if any such Nominee Director!$) is an oficer of the Corporation. the s~tting fees. in relating to such Nombnee Direclor(s) shall also accrue to the Corporatiw and the same shall amrd:ngly be pad by the Company directlyto the Corpora!ion.
In the event of the Nominee Diector(s) belng appointed as Whole Tlme Oireclor(s) such Nominee Diredor(s) shall exerciso such powers and have such rights as are usually exercised or available lo a Whole Time Dlredor in Ule managemenl of lhe affairs of lhe Company. Such Whole Time Direc(or(s) Shali be enbtied to receive such remuneration, fees. commlssio,~ and monies as may be approved by the Corporation.
91. Any lrust deed for securing debenture or debenture stock may, if so arranged. provide 101 the appointment, from time to lime, by the TNstees thereof or by the holders of debentures or debenture stock. of &me persons or persons io be Director(s) of the Company and may ernpower such Trustees or holders of debentures or debenture stock, from time to time, to remove and re.appoint any Directorts) sa apoointd. The Di!eclors aooointed under this Artiile are herein - ~ - . refetred 16 as '6ebenture Directors' and ihe l e s "Debenture Directors" means the Directors for the lime beino in office under this m c i e . The Debenture Director shall not be liable to retire byrotation or be removed by the Company. The Trusl Deed may CcfItain such ancillary provisions as may be arranged between the Company and the Trustees and all such provisions shall have effect notwithstanding any of the other provisions herein contained. But he shall be counted in determining the number of retiring directors.
92. The Board shaH have power at any time and farm lime to time lo appoint any penon as a Director as an addition lo the Board bul so that the Iota1 number of Directors should no1 exceed the I~mlt 5 x 4 by lhese Articles. Any Director so appointed shall hold offlce only urit~i the next Annual General Meeting of the Company and shall then be etig~bk? for re-election.
93. A Director shall not be reauired lo acquire aual~lcalion Shares but nevertheless shall be entitled to anend and speak atany deneral Meeting of the Company and at any separale meeting of the holders of any class of shares in the Company
94. Epch Diredor shall be entitled to recclve out of the funds of lhe Company by way of Siltiw Fees for hi services a sum, as may !m approved by the Board of Dlredors from l i e to ime. in accordance with the provisions of B e Act and the rules made there under for every meeting of the Board and any Cmnmittce o( the Board anended by him. All olher re~~~uneration. if any payable by the Conipany lo each Director. whether in respect of his sewices as a Managing Director or a Director in the whole or pan time employment of the Company or otherwise shall be determined in aaordanur with the provisions of the Act.
95. If any Director, being willing. rhall be called upon the perform extra services or to make any specla1 exerlions for any of the purposes of the Cunpany or as a member of a Cammillee of the Board then. subject to Sections 198. 309 and 310 of the Act. Ihe Board may remunerate the Directors SO doing either by a fixed sun or by a percentage of profits w otherwise and such remuneration may be either in addition lo or In subslilulion of any o:her remuneration to which he may be entitled.
96. The conlrrluing Dieclors may act notwcthstanding any vacancy in their body but so
w~thslandng vacancy that C the number fal!s bemow the m~ritmurn as fixed above. Ihe D~rectors shall nM. except fcr the pdrpose of hllng vacaricces or lor s u m i n g a General Meeting. a n so long as the number ts below me rrilntrnwn
Vacatkm j f Mce of Director 97. The oMce of Dlrector shall ips0 bclo become vaunt 11 at any time he mmmks any of the ads set out In Sedim 283 of the Act.
ORE of profit 98. No Dircclor or o:her person :afe!rcd lo In Section 314 of the Act shall hold an ofice or place of pi361 Savn as (.err. Re.$ 3y !ha1 Sedlcr:.
Cwditars under which 95. Sub~ecl to tho provlsiors of Se:l:o:1 137 of lI:e Act, ncfther snoli a Diueclor be Direaors may contract w ~ l h di$qua,ified Iran ccr.trac!cny w~t', IIW Company wnelher as verdcr, purcnase: or Company othewise for ~ G O C : ~ maler als or servces or far dndern.ritirg t te s?ibsciiptisl of
any shares In or ce3er:~-e cf tnc. Ccrnpzni nor shall any such contrac: or apreeme:lt altered ir lo by or on beha' of the Company wlth the relatire of sdch DireQor. or a f irr In whlcb such 0trect:r or relative is a panner or with any other oanner in sucn firm or with a orwale Ccmoanv of wnich such Director is a member
Rotation and retirement of Director
which DlrectorS to rellrc
Power to remove Dirutors by Ordinary Rerobtion on special notice
Board may 611 up u s u a l vacancies
When the Company and cand~date for ofics of Director must give Notica
- or Dlrector. be void r.or shall any ~ i rec tc rso &nt:acting or being such member or so interested be liable lo accwnt to the Company for any profrl realised by any sucn contract or arrangement by reason cf such Dire~tor holdirrg o f fw or of the fducrary relal.on thercby established
ROTATiON OF DIRECTORS
IW. At each Annual General Meeting of the Company, one-third of such of the Directors for the time being as are liable to ret~re by rotation, or if their number is not three or multiple of three, then the number lleav2St to one-third shall retire from ofice. Neither a nominated Dlredor nor an Additional Director appoinled by the Board under Article 92 hereof shall be Ilable to retire by rotalion within the meaning of this Article Bul they shaY ba counted in determining the number of retiling Directors
lor. (a) The Diredon to retire by rotation at every Annual General Meeting shall be those who have been longest in oHre since (heir last appoinlrnenl, but as between persons who becomc Directors on the same day. those to relke shall. in defaun of and subject lo any agreement among Ihernselves, be detemmed by 101.
(b) Save as permitted by Seefor 263 of the Act, evety resolution of a General Mee!inQ for the appointmenl of a D~reclor shall relate to one named Individual only
102. The Compaliy may remove any Diiector bclore the expiration of his period of oflice in accordance with the provisions of Seclion 284 of the A d and may subject to the provision of Sedion 262 of the A d appoint another person in his stead if Me Director so removed was appointed by tho Company in General Meeting or by the Board under Article 103.
103. It any Directof appointed by the Company m General Meeting vacates o f f a as a Director beiore his term of 0 t h will expire in the normal course. the resulting casual vacancy may be filed up by the Eoard at a meeting of the Board. but any person so appoinled shaU relaill his cMce so long only as the vacating Director would have retained the same if no vacancy had occurred. Provided that the Board may not lill such a vawricy by aopolrrtlng lhereto any person who has been removed from h e office of Diredor unocr Ariiclc 102.
104. The eligibuy and appoinlrnent of a person other lhan a retir'hg Director of the oHce of Director shaU be governed by the provisions of S e d i n 257 of the M.
ALTERNATE DIRECTORS
Power to appoint Alternate 105. The Board may in accordance wlth snd Subject to the provisions d Section 313 of Director the Act, appolnt any person to a d as Ailernale Director for a Director during the
latter's abscnce lor a period of not less three months from the Slate in which meetings of the Board are ordinar~ly held.
PROCEEDINGS OF DIRECTORS
The Board of Direclors may moct for the despatch of business, adjourn and otherwise regulate ~ t s meetings. as (1 rtiinks ht; provided that a rneelmg of the Board of D~rectors shall be held at Icas: once n every three calendar monlhs and four such meetings shall be held m rvar, calendar year.
A 0;rectoi r a y s t any lime, and :Se b:inager crr Seiretary shall upon the request of a Direc!or made at any tme. ccit..erie a rnce:lng of tne Boarc.
Meeting of Diredors
O\rsclor may summon meeting
1b.e Boar3 sha.1 appoint a Cha$.n:d if >ls ?;lea:iv~s and delem~no :he period fcr wbicn he .I :J !isid office. If IC s~c: :vinnz-. .s appointed j r if at any meeting of the Bcard ma Cliatrma? be no! <resen: 'r:itl~~n h e rr.:n.Jtes after Ihc tme appolnlea for holdbnj Ihr same :Ire D18ecli~s present shall choose sorne one of their member lo be Chalrrnan cf s ~ c h rneetrng
Quorum The Q u o ~ m for a meeting of the Board shall be determined from lime lo tme in accordance with provisions cf SBC!IG~: 287 01 Iho Att. If a quorum shall not be prescnl wilnin finzen minutes from :lie time appointed for holding a meeti* of the Board, it shall be adjourned unhl aucri date and time as the Chairman of the Board shall appoinl.
A mecling of the Ooaro at whic'? a quorum be present shall be competent to exercise all or any of the authoril~cs. pavers and discretion by or under these Mic ies or the Act for the time being vested in ur exerc~sable by the Board.
Subjed to the provisions of Seclior1s 316. 372-A(2) and 386. of the Act aueslions
Power of Quorum
How questians la W decided
arising at aoy meeting shall be decided by a majolity of votes. and in ca;e of any equality of votcs. Ihe Chairman shall have a second or caating vote.
Power to be appoint Cornmiltees and lo delegate
The Board may, subjed to the prcvislons of the Act, from time to time and at any t h e , delegale any of its powers to s corrlrnillee consisting of such Diredor or Diredors as 11 think fd, and may, from lime lo tune revoke such delegalion Any uvnmitleo so formed shall. in the exerciso of the powers so delegated. conform to any regulations that may from tlnle to li~rie be inlposed upon it by lhe Board.
The meeri~lg and proceedings of such Comniklee consisting of hvo or more members shail be governed bv the provisions lierein contained 1w reaulatina the
Proceedings of Committee
meeting and proceedings sup&eded by regulations made by the Boa;d und; (he last preceding Art~des.
ACs done bv a wrson as a Director shall be uahd. notwithstandm that it mav When ads of a Director valid nolwdhstanding defective appoinlment afterwards b i ~ di&vered thal his appoknlrnent was invalid by reasonof any defeEt
or disqualifiwlion or had been terrnirialed by virlue of any provision contained in the Act or in lhese Anicles. Provided Illat nolh~na ul these Articles shall be deemed to give valid~ty to ads done by a Oirecl.jr after h;s apWinLment has been shown lo the Company lo be invalid or lo have been tenntnsled
Save in lhose wses where a resu:utl:)!i is rc:quired by Sections 262. 292. 297. 300. 316. 372A and 386 of Ihe Act. to be passed at a meeting Of lhe Board. a resolutiort snall be as valid and effsdual as if 11 had been passed al a meeting of the Board or cmmirlee of the Board, as the case may be, duly called and constituted, if a drafl thereof in writing is circulated. together with lhe necessary papers, if any, to all the Diredor~ or lo all Ihe members of the Commatee of the Board, as the case may be, therl in lnd~a (not being less in number than the quorum fixed !or meeting of the Board or Committee, as the w s e may b) and to ail other Directors or members of tllr Comniillee, at their usual address in India. and has h e n approved by such of them as are then k India or by a majority of Such ofthem as are enlilled to vote on the resolution.
MINUTES
Minules to be made 116. (a) The Board shall in accordance with the provisions ot Sedion 193 of Ihe Act. cause Minutes to be kept of every General Meeting of the Company and o( every meeting of the Board or of every Cornmiltee of the Board.
(b) Any such Minutes of any meeting of the Board or of any Cornrn~ttee of the Board or of tho Company in General Mreling, if kept in accordance with provisions of Section 193 of tho Act, sha:t be evidence of the matters staled in such Minutes The Minutes Bocks of Gene,aI Meetings of the Company shall be kept at the office and shali be open lo i:lspection by members during the
16 . I-
hours of 10 30 AM. a 4 P M uri scch busness days as tt'e A d requlres them to be wen for inspection
General powers of Company vested in the Board
power to Board lo appoint Managlng w Whote-time Diredor(s)
Managing or Whole-lime Direclor(r) not L'able to relirement
Remuneration 01 Managing or Whole-he D~rector(s)
Powers and duties of Managing M whok-time Died01
POWERS OF THE BOARD
117. Subject to ttie provisions of the Act. !h,: conlro: of the Company shall be vested n the Bcard whtcll shall be enfitled !3 e>t.rcise 311 such powers, ard to do all such acls i nd lh~nes as the Company .s a~:L~cse.J !c. exerclse and d3. Provlded that the Board shail no1 exercise any pcwer or do at;y act cr lhing which is d.rec:ed or required, whether by *e Act, or s?y c!-~er s:a:iRa or by !he t,lenorandur. of the Ccmpmy or by these Anicies cr o!:.e7h:se. :G Ce exerczsed w done ay tFa Cornpariy in General Meeting Prc.,!.>t.,2 'U,:her ,a1 in exE;c.sir!g ar'y SLCli power or doing any such act or thing. !he €1324 srA: be sutjea tc !he provisions in that behaif contained m the Ad, 0. a iy clher slaluta or in Ihe Memorandum of the Company or in these Anides. or in any reg~la!tonr not ~ncons.stent therewith an0 duly made thereunder, including reguiat~cns meae by the Company in General Meeting. but no regulation made bj Ihe Company In General Meeting shall ~nvalidale any prior Acl of the Boar3 which would have been valid 11 that regulalion had not been made.
MANAGING OR WHOLE-TIME DIRECTOR (S)
118. Suqed lo the provisions of the Act, and cf these Anides. the Company i n General Meeting or the Board may from lirne of tlme appoint one or more of their body to be Managing Orector w ManaQ~ng Directors (in which expression shan b3 included Joint or Deputy Managlng Dir~clor) or Wholc-time Director or Whole the Directors of the Company, for such tern not exceeding fwe years at a time and upon such terms and conditions as lhey may think fit, from lime to Itme (subjeol 10 me provisions of any conlrad behveen him or them and the Company) remove or dismiss him or them f r m ofice and appoint another or Olherr in his or their place or places.
11 a. Subjed to the provisians of the Ad, and of these Anides. a Managing Diredor or o W l s t i m e predor shall not. while he continues to hold that oRce, be subject ta retirement by rotalwn under Aliiclc 100. However, they shall be counted in determining the number d retiring Diieclors. Ho shall, subject lo the provisions of any contract behveen him and the Company, bo subject to the same provisiws as to the resignation and removal as fne ollier D$iectors Of the Company, and he shall ipso laclo and immediately cease lo be a Managing Director or Whole-time Direclor if he ceases lo hold the office of Dtrector from any cause, provided thal if at any tkne the number of Duect~rs (riicludlng Managing Director or Whole-time Directors) as are not subjed W reurernenl by rotation shan exceed one-third of the total number of Directors far the tlm being. then such Managing Direclor or Managing Directors or Whok-tirrie Direuor or Whole-time Directors, as the Directors shall, from tkne lo time seied, be liable to retirement by rotation in accordance with Article 100 lo the intent that Ihe Directors not liable to relirernent by rotaton shal not exceed one-third of Ihe total number of Directors for the time being.
120. Subject to the provisions of the Ad, ond of ttrese Articles and of any contrad betweell him and the Company, tho rclnuncrallon of tho Managing Oireclor or Whole-tine 0,rector shall fran time lo lxne be flxed by the Diredors, subject to the approval ol the Company in General hleeting, and may be way of lixed monthly payment or cmmisslon on profits o f the Company or by panicipalion In such profits or by any w all of these modes or any other mode not expressly prohibited by the Act, a Managing OLeclor or Whole tune Director shall in addition to the above remuneralion be enlitled lo the Ice for atlending meetings of Board or Commitlee of Direclors.
121 Subjecl to the provisions of Ihe Act, a)?d of lhese Anicles, the Company or the Board may from lime to time entrust lo and mnfer upon a Managing Dircdor or Managing Directws or Whole T~me Direcior or Whole-time Directors lor the time being, such of the powers exercisable under these Artlcles or olherwise by the Directors as they may think fit, and may confer such powers for such time and to be exercised far such objeds and purposes arid upan such terms, and lhey may subject Lo the provisions of the A d and of these Articbs confer such powers eilher collaterally with, or to the exclusion of or in subslitutian for all, w any 01 the powers of the Directors in that behalf. and m a y from tune to time revoke, withdraw, alter or
17 /
.-v.-- -.. .. / ' . . ...~.' :* ; i?!.'&..; . . . . ' ,; , . \ . - . . ,. . -. , . '
'\ J , . .', . . . .- 1 .. :. . . -
vary all or ally of such powers
MANAGEMENT
ManaGemen! o! the 1 2 lh3 8oad d Drectn w n m r n ? udr Dx wxxn5 d kt aFpcil a Wxie T m Conpany Chairman, or Managing Dlleclor o,T:hctc Ttnlc Dlrector or Presiderl or Executive
Direc:or or Manager to manage 1:s a:fa rs A D~r:cor ms{ be appninlea as a Secrets? or Mana~er or Executiba Clrsc:.:l but a, Exacctbe Cirecsr. Secre:ary or hlanager need n i t be a D.redor of :! 2 2.1-bpzn). T3e terms 3rd cond1:ions and aDooinLverl of pa,d 0lrec;crs slla:i kc hu:!cci i? it:,? provs,ons cf !he Act and to the ccr,serl of t!ie Gsneisc '.\cr:,t:j sr :he 3 ; - s - : ) w:tererw required
L O ~ I management
Local Dseclorale delegation
Power of Attorney
Sub-delegation
Seal for use abroad
123. S ~ t ; d d :O !he prc~ is ons 3f :he Zi: thc !oi u w r ~ rs;xiat:ons shal ha-ve ef'zct -
(i) The Bor r l may. from tlm+:c Time, prc;ce lo; the management cf tho affairs cf the Company ol;ls~de In2 a (or In any spcc!Rcd iccalty in India) in such manner as bt shall think fil and the pprovls~o~~s contained In the four next following paragraphs shall be wilhoul prejudle 10 ihe general powers corferred by this paragraph.
(ii) The Board, from time lo lime and cr any time, may eslablish any local Directorales or Agencies for manqi ig any of the affalrs of the Company outside India, or in any spi.cihed ic.-t!.lr in India, and mav a m i n t any oersons lo be members of Anv sucii local Directorate of an; ~anaoers ar - - - ~~ - * ~ - - ~ p e n t r and may fu thejr iernuAerotion and. save as provided'in section 292 of the Ad, the Board from time to Iirne and al anv time mav deleqale lo any person so appo~nted any of the powers, autnor~ihes and dtscrellins for thb tme bcing of any such local D~re~torate or any of lhem to 611 up any vacancies thereln arld lo act notw117standmg vawnues. and may fix any such appotnlment CondPlons as the Board may tltlnk 61 and the Board may at any lime remove any person so appolliird and may annul or vary any such delegallons
(iii) The Board may, a1 any time and f r ~ r i l time to Lkne, by Power of AUorney under Seal appoint any person to be the Attorney of the Company for such purposes and with such powers. auihorilies and discretions (not exceeding those which may be delegated by lrie Board under the Ad) and for such period and subject lo such conditions as the Board may. from time to t i think Pt. anv such aDDointments rnav. if the Board thinks fit be made in favour 01 the members or any of the menkerb of any ~ o c a ~ Directorate established as aforesaid or in favour 01 the Corr~pany or of the members. Duectoo. nominoes. or oRcers of anv Cornoar~v or firm. or in favour of anv fluctuatina body 01 Persons wretner iomnn'dlel > .acl y cr ond~rectly by tns.Board, an; any such Power of AUor~ley nray c5n.a r such plovlslons lor the ~ ~ o t o c l o n or wnvenlence of persons dealing with i d ~ h Attorneys as the Board thinks fit
(IV) Any such delegale or Anorney as dforesald may be authorlsed by the Board to sub-delegate aB or a7y 01 V.c' powers, authorlt~es and dscreQms for the tmo be~ng vested In him
(v) The Company may exerase the p0.w conferred by Section 50 of the A d 4
wtlh regard lo hanng an Olfic~al Scat 1.x use abroad, and such powers shall be vested ln the Board. and the Com,dny may cause to be kepl In any Slate or counlry ouls~de Ida. as may be pa~rnlted by Ihe Ad. a Fore~gn Reglster of Membcn w Debenlure holders leiidants ln any such Slale or country and the Board may from lrme to Illre Iiake such regulallons no1 bcng lnconslslent wlth the provlslons of Sedlons 157 and 158 of the A d and the Board may from Vne to time make such regulallons n01 belng inwnslslent w~th me provlstons of Sed~ons 157 and 158 of the Act. and the Board may. from tlme to Ime, make sucn provlslons as 11 may th~nk f i relatlng thereto and may cornply wrlh the requlremerrts of any local law and shall In any case m p t y with Ihe provisions of bedlorlr 167 and 158 of the A d
".
SECRETARY
Secretary 124 Subjed to the provis~ons of Scc~on 383A of the Act. the Chairman with the approval of Ihe Board. may appo18,t a Soc etary and doterrnine the pemd for which he is to hold ofice and may fix >is rei~1~~;eralion and determine his powers and duties.
AUTHENTICATION OF DOCUMENTS
Power to authenticate 125. Any Director or tho Sec:?:ary 01 any ;Clc+r appointed by the Bcard !or t l r purpose dnr~rmonrc shall have oower to ad-lenticalr anv ctue;l;ments alfectina the cons!ilut;or, d ti-e
Company and any booss, records, dccvmenls and accounts re!a:ing to the business of :he Company, and to w r t f t y coples thereof. exlracts thereof m exfraas therefrom as true wpies of ext:ucts; n!;ere any books, records. doements Or accounts arc elsewhere than at the OHI-e. the local manager or other oRcer of the Company having the custody thereof, shall be deemed to be a person appointed by the Board as aforesaid.
126. A docwnenl purporting to be a copy of resolulion of the Board w an extract ffom
Certified copies of resolution the Minutes of a meeting of Ihe Bcard which is certified as such in accordance with
of the Board the prov~sions of the last precedmy Art~dc shall be exclusive evidence in favour of all persons dealing w~th ltie Company ;>[:on the faith there01 that such resolution has been duly passed or, as Ihe case may be. that such extract is a true and accurato record of a duly cnns1itu:ed mee!ing of the Directors.
THE SEAL
custody of Seal
127. (a) The seal, its custody and use :
The Board shall provide a Commorl Seal for the purpose of the Company. shal haw power to destroy the safw and substilufe a new Seal in lieu thereof and Ihe Board shall pmvrde for the sate custody of the Seal which shall ncver be used except by the authority of the Board or a Coniminee of the Board previously given.
Deeds how executed
Annual returns
Resewes
127 @) Evefy deed 01 lo the instrumenl to whic? the Seal of the Company k required to armed be signed by either olthe Iollcwing~.
(i) Two Directors: or
(ii) One Director and Company Secretary, or
(ii) One Director and another officlal of Ihe Company appointed by the Board, or
(iv) Two Off~clals ol the Company appointed by the Board
Provided U131 In respect of thc Share CertAcates. the Seal shall be a H W accordance with Artlcle 14 hereof.
Any instrunienl bearing the Seal of the Company and issued for valuable consideration shall be binding on Ihe Company notwithslandiig any irregularity touching authority of the Board to issue the same.
ANNUAL RETURNS
128. The Company shall comply w~th tlre plovisions of Senions I59 and I61 of the A d as to the making o l k ~ n u a l Returns
RESERVES
129 The Board may, from lime to l m e before recommend ng any d ~ ~ d e n d . set apart any and such pori~on of the prof& of tlie Conpany as it lh~nks fit as Rese~es lo meet contlnoenc~es or lor the liauidation of any debentures. debts or other Eabil~lies olthe cornpiny for equa~lsaton of d~vdcnds .lor repairing, rnprovlng or malnlalnlng any property 01 the Company and for such ot'ler purposes of Ihe Company as the Ooam in 11s absolule dlscrelton lh~nks COI~~~ICIJP to the lnleresls of the Company: and may
subject to thz provlsto?s of Seclion j i 2 A ol the Acl invest the several sums so set aside upon inveslmenu (other lhan shares of the Company) as it may thlnk lit. and from time to time deal wlln and vary such lnveslmenls and dispose of all or any part thereof for tne benefit c f the Company and may dlvide the Reserves Into such special funds as Ine Board lhlnks hl, v ~ l h full power to employ Ihe Reserves M any parts thereof In the business of [ha Corrnany, and that withwt being bound to keep the same separate lrsm olher aspe::s
1nves:ment of money 13D. All money carried !o the .?el?-des s : , ~ ! nevecheless remsrn and be p:3Flts of the Company subiec: :c due :rov,s.ons :,.:!:PI made for actual oss v deprec ation for the pay~en t of dn rlertcs av.! 5(.i ~-3, leys and all the other moneys of the Company nct Immedit:i.ly recutied . r r :zi' p'pose may sutjea to !be prorsmns of Saction 370 and Sezizn 3'24 ~i ::e Act be invested by the eoarl r. or up03 such i11vesVnents or set?:!~t cs as 11 3ny select or may cc use0 as wching caplal or may be ke;l ar any E a i k CII deposil or otherwise as :k,e Goard may, from l i e to time, think proper
CAPITALISATION OF RESERVES
Captta isat on $1 Reserves 131. Any General Meeting may reso1.e It21 nny moneys, lnveshnenls or oher assels form,ng pa'( of the urdd ued prul.ts uf 111e Company slmd ng lo the cled I 31 Ine Reserves: or any Capdlal Redempt~on Reserve ~ c i o u n l , or in the hands of tha Company and available for dlvidenzi or representing premiums received on the issue of shares and standing to the credit of the Securities Premium Accounl be entitled and distributed amongst such of the shareholders as would be entitled to receive the same If distributed bv wav of dividend and in the orooortions on the footlng tllat they become enlltled iherflo as Cap~tal and that a l b r i n y part of such capitalised fund be appl~ed OI! bchall of such shareholders in pay~ng up In full of anv un-issued shares. of the ComDanv which shall be distributed accordinah or in oriowards payment i4 Ihe uncalleb i;bllily on any issued shares, or towar;is both and that such dislribution or payment shall be accepted by such shareholders in full satisfectlon of fhe,r Interest ;n the sa!d ca~ltahsed sum Provlded that anv s u i standing to the credll of a Securities ~rerni;rn Account or a Capital ~ede rk~ t ' on Reserve Account may, lor the purposes of thrs Artick only be applied in the paying UD of un-issued shares to be issuod to members d the Comoanv as f u k oaid . . . . Gnus shares
132. A General Meet~ng may resolve lhat any surplus moneys arising from the
surplus moneys realisaliin of any capital assets of Ihe Company or any investments representihg tha same. M any other undisturbed profits of the Company not subjecl to charge for income tax, be distributed am3ng the members on the footing that they recelve the same as wpilal
Fractional certificates 133. For the purpose of giving effect lo any resoiution under the two last preceding Articles hereof tho Board may settlo any d~Wculty which may arise in regard to the distribut~on as it lh~nks expedient and In particular may issue fradanal cert~fiwtes. and may delenine that cash paymonts shall be made to any members upon Ihe foolinp of the value so tixed lor such fractional certificates in order to adjust Ute rights of an parlges and may vest such cash or (or such fraciimal certfirates in t ~ s l e e s won such trusts lor the persons entitled to the dd%&acaDlaLscdIVd5as
DIVIDENDS
134. The Company in General Meebng rnay declare a dlvidend to be paid to the members acwrdlng to their rlgnts arid interest in the profits and may, subject to the provisions of Section 207 of the Act, fix the time for payment. No larger dividend shall be declared lhan Ls recommended by Ihe Board, but the Company in Gencral Meeting may declare a s~naller dividend.
Didends to be pro rata on 136. the paid up amount
what to be deemed net 137. profils
Inrerun dividends 138.
Debls may be deducled 139.
Dividend and caU together 140.
NO divicend shall be pald olherwise than out of the profits ol the year or any other undislr~buted profib except as provlded by Sectton 205 of the AcI No divldend shall carry tntefesl against the Company
Subjea :o 1t.e special r~ghb of the holders of Preference Shares, I arty, for the time belng, Ulo profi7.s of the Company dislribu!ed as dividends or bows snall be diitribu:ed afi:ong the memDers in proponion lo the amocnts pald or credited as pad on :ne shares held by them respenively b~. t no amsunt paid on a stare !n advance of calls shall while carrying Interest be treated for Ihe curpose of lhis Ar.icle as pa,d cn the share All dtv,cc:ids ?,hail be app~rtioned a!:$ said pro rata azcwd;~; 11 !hd amwnls pas or cred ! ce as .-aid on :he shares 3u:cg a!ly ponior, or pcfii0r.s U! the perlod in respec: a! whlir. t?.e dividend is pa~d, but :: a ry share is issued ET (41m5 prcvidil~g that rt r?all rann lor dividends as from a p jR i i~ !ar date such shares sha:l rank for divilend accordingly
The declaration of Ihe Board as to the amour! of the net profits 01 lhe Company shau be conclusive.
The Board may from t i e to time, pay to the members such inlerim divaends as m its judgement the posilion of the Company justifies.
The Board may retain any dividends on which the Company has hen and may apply the same in or towards satisfadton of the debb. liabilities or engagements in respecl of which the lien exisls
Subiea to the orovisions of A~liClc 15. anv General Meetino dcclarina a dividend - - ~,- - ~7 ~
~ -
may make a call on the members of sucn anwrnt as the mcet:ng R~es. b ~ t so that the ca l on e x t , member shall n d exceed the dividend payable lo h.m. so that the call be made payable at the same time as the dividend and the dividend may, if so arranged between the Company and the member may ba set oflagalnsl the call.
Dividend in cash 141. No dividend shall be payable except in cash, provided that nolhing in the foregoing shall be deemed to prohibit the capitalisation of profils or reserves of B e Company lor the purpose of issuing fuly paid-up bonus shares or paying up any amounl far the time being unpaid on the shares held
Dividend Right 142. A transfer of shares shall not pass the rights to and dividend declared therem
before the registration of the transfer.
Power I:, reta n dwdend 143 The D rCClors may retaln the dlvldenos payabk upon shares In rcspea of whoch bntll transm~ss~on 0s cl'eced any person .s under bansrn~sston An~cle (An~cle 44) entntled to transler. ~ n L l such
person Inall become a member in respect of such shares or snall duly transfer the
Payment of lnleresl on Capilal
Payment of Dividend 10 Member on mandate
Diidend to joint share holders
Nolice of declaration ot dividend
Payment by port
Unclaimed dividends
same.
144 The Dtrec:o.s may pay inleresl on wpttal ra~sed lor tne cmstrunson GI works ci b ~ t l c ~ n a when and so far as they shall be aulhorised lo do so by Seaon 208 of the Ad.
145. No divaend shall be paid in respect of any share except to the registered holder of such share or to his bankers, but nothing contained in the Article shall be deemed to require the bankers of a registered shareholder lo make a separate applicalin to the Company for payment of Ute dividend.
146. Any one of several persons who arc registered as the joint holders of any share may glve effeclual recaipts for all dividends, bonuses and other payrnenb in respect 01 such share.
147. Nolike of any divldend. whether interim or otherwise, shall be given lo the persons e d t e d lo share Ulerein in the manner hereinafter provided.
148. All dividends and other dues lo member shall be deemed to be payable at the Reaislered O f f i of Iho Company. Unless otherwise directed any divldend. int&est or other inoneys payabie in cash in respect o l a share may.be paid by cheque or warrant sent through the post to the registered address of the holder, or in the wse of bin1 holden. to the reaislered address of that one of the mint- holders who is ihc firs1 n m d in the ~ i g i s t e r h resped of the joinkholdingor to such pemm and al such address as the holder, or joint-holders. as the case may be, m-ay direct and every cheque or warrant so sen1 shall be made payable to ~ l e order of lhe person to whom it is sent.
149 All unclarned dividend shall be dealt wlth in accordance with the provisions of Sedion 205-A of the Act and rilles made thereunder.
~ o o k s of account to be kept
Where !o be kept
Balance Sheet and ProEt and Loss Account
Annual Repon of Directors
Copies to be sent to members and olhers
Copies of Balance Sheel etc. to be filed
Accwnts to be audited annually
Appointment. remunerahon. righls and duties of Audiion
BOOKS AND DOCUMENTS
The Board shall cause proper boaks of accounts t~ be kept In accordance with Seaion 209 of the A c
The bccks cf accounls sh2:l be kept at !he Reg stered Olfiw or 31 such o:he: place In lnuta as the 0ia:d Tay dacldr and nben the Board so dec Jes, the Ccmcany shall. w:thln seven days o! tlre 3eclston. file wiln !be Regislrar = f Coin~.inles a notice in wrltlng glving it+ full address of :Ca o:>er place.
(a) The bcsk 01 aiwunis sha:l be open :o inspect.on by any D~reaor dumg Dtis:ness hours
(b) The 003rc sha:t. from turf to tine, &?tsrrnrre wlether and to wnat ertenr and at what time and places, and under wnal conditions or regulations, the bocks of accounts and books and documents of the Company, olher than those referred to in Articles 116 and 164 w any of them shall be open to the inspection o l the members not being Directors and no members (not being a Direclor) shall have any rlght of inspecting any books of account or bwks Or document of the Company except as conferred by law o: auttiorised by lhe Board or by Company in General Mee!ing.
ACCOUNTS
A l every Annual General Meellng Ihe Board shall lay before the Company a Balance Sheet and Profit and Loss Account made up in accordance wilh h e prwisians of Sect~on 210 of the Act and such Balance Sheet and Profit and Loss Account shall comply wilh the requirements of Sections 210. 211. 212. 215 and 216 and of Schedule VI to the Act so far as they are applicable lo the Company but. save as aforesaid, the Board shall not be bound to disclose greater delarls of the result or extent of the trading and transactions of !he Company than it may deem expedient.
There shall be anached to every Balance Sheet laid before the Company a report by the Board complying with Section 217 ofthe Ad .
A Copy of every Balance Sheet (including the Profit and Loss Account. the Auditors Reporl and every document required by law to be annexed or altached to the Balance Sheet) shaE, as provided by Sedwn 219 of We Act, not less than twenty-one days before the Annual General Meeting be sent to every such member, debenture-holder, trustee and other person to whom the sane is required lo be sen1 by the said section.
The Company shall comply with Sedion 220 of the A d as lo Wing copies of the Balance Sheet and Profit and Loss Account and documents required to be annexed or anached thereto with the Registrar dCompanies.
AUDITORS
, Once at least in every year. the b o o b of account of the Company shall be audited by one or more Audilor or Auditors.
The appoinlment, powers. righb, rernuneralwn and duties of ttle Audilors shall be regulated by Sedwns 224 lo 231 of the Ad.
SERVICE OF NOTICES AND DOCUMENTS
How nolices to be sewed on 159 A nollce or other ducumenl may be given by the Company to 11s mcmbcrs in members attordanw wilh Seclions 53 and 172 of the Act.
Notice thrwgh member 160. Subjed to the provisions of Article 159. any n o l i or document delivered or sent
deccased by post to or lel! at the registered address of any member in pursuance of these Articles shall, notwithstanding such members be deceased and whether or not Ihe Company have notice of this death, be deemed lo have duly sewed in respect 01 any regislered share. whelher held solely w jointly with olher persons by such member until some olher persons be registered in his stead as the holder or joint- holders thereof and such service sham for all purposes of those presents be
Registers, etc lo ba mainlained by Company
Supply of copies Of Reg~sters. elc
Inspection o l Registers, etc.
When Registers of Members and Debentureholden may be closed
deemed to be a sufic~ent servcce 01 such not= or docurnent on his heir. execut3rs or admlnlslrators and al! persons, if any, JotnUy Interested wlth h~rn in any such share
161. Subjed lo the provis~ons of Sect,om 497 and 509 of the Acl. in the evert of a wirding-up .,I the Company. every member of the Company who is not for the time beincj rrr the ;!am whe;e the arfce of the Ccrnpany is Situated spa]! be bound. w,thin e:gm uesKs aRer :he pass.ny oi a n e'fect,i.e reso,uti3n 13 w r d .~p the Company vi,un:arib, or the rnakirg c! ar: OrCer :Or the w!nding up of :he COmFany, to sewe r.s!,ce n iur:ting or: the Ccmpan), appolntic:; same person resldit?g in the neigl;oci.hc:,os of t l ~ ? cIr.ce t,con v,?or;: a,: S U ~ ~ T C - s nit:ce. FrnCtSS, oreers snd judgemerls .i; ,t.!at~or to cr uil'er Ine kindlnp up ofthe Company lnay be se?.,e2, ana . R d e i a ~ t o 's~cn nom~nation. :re ILquidalor at the Corrpary sha,l be 3: lio8r+:/. on behaf uf s ~ c h member to appoint scme suck pe:sCn an3 scrie upon any appointco whether appointed by the member or the liquidalOr sha!I be deemed to be sood wrsonal service on such member for all purposes, and where the 1iquGator makes any such appoinlment. he shall, with all .convenient speed. give nolice thereof to suc:, member by adverlisement in some daily newspapers circulalng in tho neighbourhood of the ofice or by a reg~stered kner sent by past and addressed lo such member at h ~ s address as registered in the Register and such notice shall be deemed lo bc served on the day on which the adverllsement appears or the letlcr would oe delivered n the ordinary cwrse of the posl. The provdsbns of this Anicle do not prejudice the rigM of the Liquidator of the Company lo Sorve any nohce or other document ur any other manner presuibed by these Articles.
KEEPING OF REGISTERS AND INSPECTION
162. The Company shall duly keep and maintain at the Office, Registers in accordance with Section 49(7). 143. 150. 151. 152. 301. 303, 307 and 372A of the A d and Ruk 7 of Ule Companies (Issue of Share Cerlifcates) Ruks. 1960.
163. The Company shall comply with the provisions of Sedions 39. 118. 163. 192. 196, 301. 302. 337 and 372A of the Act as to the supplying of copies of the regislen, deeds, doccments. ~nslrunenls, returns. cenificates and bwks herell1 rnentloned to the penons hereon specified when so required by such person on payment of the charges, if any, prescribed by the saa Sectbns.
164. Where under any provision of the Act any person, whether a member of Ihe Cwnpany or not, is entitled to insped any register. return, cenifmte, deed. instrumcnt or doculnent reauired to be keot or mainlained bv the Com~anv. Ule person so entitied lo inspeciion shall be pinnilled to imped ihe sarne during the hours of 10.30 A.M. and 4 P.M on such business days as the Act requires them lo be open for inspedion.
165. The Company, ahur giving not less than seven days' previous notice by advertisemenl in some newscaners clrculalina in the distrid in which the office is satuated, c'oso thc Rcge:er of Members on the Reglster of Debert~re-holders. as the case may be. for any perlod or per.ods not exceed~ng m the aggregate forly - five days in each year but not exceeding lhirly days at any one time
RECONSTRUCTION
166. On any sale of the underlaking of the Company the Board or the Liquidator on a winding-up may, if aulhorised by a Special Resolution, a w p t fully paid or panly paid up shares, debenture, or securities of any other Company. whether lnwrporated In India or not, olher than existing or to be formed for the purchase in whole or in Dan of the Comoanv's Droperlv and Ihe Board (if the ~ o R t s d the Company petm~l) or the ~~auldatcrs (In a winding-up) may dlstr,butis~ch Shares or securltles. or any other property of tne Company amonpsl Ine memben w~lhout reatisation or vesl~the same in trustees for them. and Smcial Resolution mav provide for the diW~buYon or appropriation of the cash, shares or other securitik. benefit or propany, otherwise than in accordance with Ule strict legal rights of the members or coniributorles of tho Com~anv. and lor the valuation o/anv such sscurlles or properly al such prlce a i d i; such manner as the rneetl4 may approve and all holdors of shares shall be bound by any valualrcn or dslnbution so authoriscd, and walve all righls in relation lhereto save only in case the
Company is propmad lo be or is in course of being wound up, such statutory right Of any) under Seclnn 4% of Ihe Ad as are incapable of being varied or excluded by the= Mdes.
SECRECY
167. Every Wedor Manager. Secretary. Trustee for the Corrpany, its member or detmtm-holder, memben of a Commltlee, ofkef. 8ervant. agent, aoxuntant olher person employed in or abut the business d the Compsny shall. if so reaulred by the Board or by a Mafmim War before enleriryl uwn his duties. 6 a debsratkm pledgii hhwW to obrenn a slrid secr&.respeding n l trarrrsdlocu of the Company A h tls customrs and the atale d rccanLI with indMduak and in malters relaling thereto and shall by such dedaraUon pledge himself MI to reveal any of the mallers h i c h may m e to his knowledge In the d m d his duties except when required so lo do by lhe Board or by any meling or by a Cwrt of Law and except so far as may be mxe%ary in order lo wmplywHh any of the provis&ns in these Articles conlahed.
No shareholden to enter the premlras Ihe Company 188. No sharehdder. olher person (mt a Diredor) shall be enWed to enter upon
withwtprmbaion Ua property of the Compsny or to insped or examine the pmmisea or propertiw of the m a n y m W the permission of lhe Board or. a to Artide 152, to reauire dscovew d or any informalion reswcting any deWs d Ihe bad i i ol Ihe coinpany or any maller t&h is or may be h lhe-nalue of a lnda s tud . b t a y of trade, or seael process or Of any matter whatsoever which may relate to the conduct of Ihe business of lhe Company and b%ti& in the opinion of the Board it Al be inexpedi i in the interest of the Company to communicate.
WlNDINO-UP
Distributimn of assets 169. If the Cowpany shalt be mwrrd up and the assets available for d i i ~ among the manbers as such shall not be svffident to repay lhe h o l e of the paid up capitat such assels shall be d'utrlbuted so lhat as nearly as may be and (he bsses Shall be borne by lhe members in proportion to the capital paa up or which ougH 19 have been paid up at the commencement of the windingup on Ihe shares heM by them respediveb. And if in a windinpup, assets available for distribution among the members shall be more than sufficient to repay the whde of the capital paid up at the commencement of Ihe winding-up. the excess shall be distributed amongst the members in propottion to lhe capital at lhe cMMwement of the nindinnup or Wch cughl to have been paid-up on me shares held be them respediveiy. But this Micle is lo be without prejudice to Ihe righls of the holders of . shares issued upon spedai terms and c o n d i s . Preference shareholders shal haw prior righis to repayment of capital and dividends due.
of in 170. If lhe Company shall be wound up, vrhelher voltmtanly or othemise. the rquidaton
specie may. with the sandion of lhe Special Resdut~on divide among VK contribulales In soedes or kind. anv Dart of the assets of lhe Comoanv and mav. Mlh tho Yrc sinelion. vert any iari ofthe assets of the ~ompany'in inst& ujMn M trusts fa the berefils of the conlribulaie.?. or anv or them. as the liauidatm wilh the like
171. S lbpd to Sedion 201 of lhe Ad every Duedor. Manager. Seuetary or O(fiQc of the CaManY or any Person (wheVlec an o h r of the C m a n v or not) andowd by the Canpany a d a n y p u s o n appointed as ~udnor r h 4 be~indedfiedoui d lhe tudr of the Cmpany wainst a l bonaMe ribilities inaured by hm as such Diredor. Manager. ~ec6*. Oflic8r. Employee or Auditor in &fendmg any pmcesdbrgs. w h e w civil y criminal in whkh judgement is given in his favour, or in which ha Ls acquittad or m connedion mth any application wder Sedion 633 01 lhe M h which nOef is granted to him by the Court.
S. Namu. A d d r w a , Description &Occupation of . - ' No. Slgnaturu or Name, Addresses description and ' subscribers signatures of witnesses
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Place: Dated:
14 1 o~-j?o/o 3f3.
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Bareilly Highways Project Limited Regd. Office: 153, Okhla Industrial Estate, Phase- Ill, New Delhi-110020
Phone: 011-40637000 Fax: 011-40637070 I
List of Equity Shareholders as on 03rd June, 2010
CERTIFIED TRUE COPY
For BAREIUY HIGHWAYS PROJECT LIMITED
+---- JAWAHAR LAL
Number of
Equity Shares held
36995
1
1
1
1
1
13,000
50,000
Address
370-37112, Sahi Hospital Road, Jungpura, Bhogal, New Delhi-110014 C-146, 1st Floor Sawodaya Enclave, New Delhi- 110017. C-146,Ist Floor Sarvodaya Enclave, New Delhi- 110017. Aptt#lOl, Tower-11, Vipul Green Sohna Road, Sector-48 Gurgaon, Haryana-1122018 C-146,Ist Floor Sawodaya Enclave, New Delhi- 110017. C-146, 1st Floor Sarvodaya' Enclave, New Delhi- 110017. Dimitrova Rr., 16, Novosibirsk- 630099, Russia
Total
Sr. No.
1
2.
3.
4.
5.
6.
7 .
DIRECTOR
/
I a
F ! U x/
, Correspondence Address. 8-24,$&0r-3, Noida-Z01301 Phone: 95120-4037000 Fax. 0120-4037029
,--
Nominal Value 1
(Amount in Rs.)
10
10
10
10
10
10
10
5,00,OOO
Name
M/s Era lnfra Engineering Llmited
Mr. H.S. Bharana (as a nominee of Era lnfro Engineering Limited} Mr. Vaibhav Bharana (as a nominee of Era lnfra Engineering Limited] Mr. Jawahar Lal Khushu {as a nominee of Era lnfro Engineering Limited]
Mr. Rashmi Bharana{as a nominee of Ero lnfra Engineering Limited}
Mr. Amit Bharana (as a nominee of Era lnfra Engineering Limited} M/s. Open Joint Stock Company "SIBMOST"
Bareilly Highways Project Limited Regd. Office: 153, Okhla Industrial Estate, Phase- Ill, New Delhi-110020
Phone: 011-40637000 Fax: 011-40637070
List of Directors as on 031d June, 2010
Sr. No. 1
2
CERTIFIED TRUE COPY
3
For BAREILLY HIGHWAYS PROJECT LIMITED
Name Mr. Jawahar Lal Khushu
Mr. Surya Dutta Sharma
Correspondence Address: 6-24, Sector-3, Noida-201301 Phone: 95120-4037000 Fax: 0120-4037029
I I
Residential Address Aptt#lOl, Tower-11, Vipul Green Sohna Road, Sector-48 Gurgaon, Haryana- 1122018 Block C-1, House No. 24, Safdarjung Development Area, New Delhi-110016
Mr. Amit Bharana
Designation Director
Director
C-146, 1st Floor, Sarvodaya Enclave, New Delhi-110017.
Director
ERASIBMOST J.V. 8) I (B-S)201 W 53q 04.06.2010
To, The Chairman National Highways Authority of India G 586, Sector - 10 Dwarka New Delhi- 75
Sub: "4 -Lanine of Bareillv-Sitaoar Setion of NE-24 from Km 262.000 to Km 413.200 in the state of Umr Prsdcsb on Desim. Build, Fiance. Owrate and Transfer (DBFOTI ToU Bub under NHDP IIL Letter of Award (UIA) No. MUYSOTI11019I1~8NPI11372 dated 30.04.2010
Dear Sir,
In pursuaut to Letter of Awad NHAVBOT/I1019/15R008Rm/11372 dated 30.042010 for award of "4 - Laning of Bareilly-Sitapur Sedion of NH-24 6mm Km 262000 to Km 413.200 in the state of Uttar Pradesh on Design, Build, Finance. Operate and T d e t (DBFOT) Toll Basis under NHDP IU. We M/s OJSC- SIBMOST as Consortium partna do hereby veriQ, confirm and declare as follows:
1 . That we shall at no time undertake or pamit any change in ownership except in acwrdame with provision of clause 53 of Concession Agreement and that Mls Bareilly Highway Project Cited, together with its w i a t e s , hold not kss than 51% (fifty one percent) of its issued and paid up Equity as on the date of the Concession Agreement, w d that no member of the consortium whose
purpose of pre qualification and short Id less than 26 % (twenty six thousand)
of such equity during the c o n s ~ o n period.
2. That lvys BarciUy Highway Project L i and its associates have the tinancia1 standing and resources to fund the verified equity aud to niSe the debt necessary for under taking and implementing the project in ~ ~ ~ d s m z with concession agreemeot
3. That M.s BpiUy Highway Project Limited is daly organbd and validly existing under the laws , of jurisdiction of its h ipora t ion aod r#luesting NHAI through Chairman (Caacession
Authorities) to e-ater into the agr&ment with Mls Bareilly Highway Project L i (as ~oncssiooaire) plrsuant to the Letts of Award (LOA) No.NHAYB0TII 1019/15R008NP/11372 dated 30.042010 and bas agreed to unconditiotdy accept the ttams and conditions set forth in concession -t
Bareilly Highways Project Limited -
a Regd. Office: 153, Okhla lndustrial Estate, Phase- Ill, New Delhi-110020
Phone: 011-40637000 Fax: 011-40637070
June 4,2010
To, The Chairman National Highways Authority of India G 586, Sector - 10 Dwarka New Delhi- 75
Subject 4-Laning of Barellly-Sitapur section of NH-24 from Km 262.000 to Km 413.200 in the
state of Uttar Pradesh on Design, Build, Finance, Operate and Transfer (DBFOT) Toll Basis under
NHDP Ill. Leter of Award (LOA) No. NHAI/BOT/ 11019/15/ 20081 UP11372 Dated 30.04.2010.
Dear Sir,
In pursuant to the LOA No. NHAI/BOT/ 11019/15/2008/UP 11372 Dated 30.04.2010, we submit as
follows:
1. That M/s Bareilly Highways Project Limited is a limited liability company promoted by Consortium MIS. ERA lnfra Engineering Ltd and OJSC-SIBMOST (JV) and duly incorporated under the provision of companies of Act 1956, having its registered office at 153, Okhla lndustrial Estate, Phase - Ill, New Delhi- 110020 and is duly organized and validly existing under the laws of jurisdiction of its incorporation, and is competent to sign and execute the Concession Agreement with NHAI as concessing authority perusal to Letter of Award No. NHAI/BOT/ 11019/15/ 20081 UP11372, Dated 30.04.2010.
2. That we request NHAI, through its chairman to accept "M/s Barellly Highways Project Limited" as co"cessioner to sign the concession agreement.
3. That we confirm to undertake and perform the obligations, liabilities and the rights of the selected consortium MIS. ERA lnfra Engineering Ltd and OJSC-SIBMOST (JV) under LOA No. NHAI/BOT/ 11019/15/ 20081 UP11372 Dated 30.04.2010 to execute the project.
Yours Sincerely,
For Bareilly Highways Project Limited
7 Jawahar La1 Khu Director
Correspondence Address: 524, Sector-3, ~olda-20130i k e : 95120-4037000 Fax: 0120-4037029 c
Bareilly Highways Project Limited Regd. Office: 153, Okhla Industrial Estate, Phase- Ill , New Delhi-110020
Phone: 011-40637000 Fax: 011-40637070
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF BAREILLY HIGHWAYS PROJECT LIMITED AT THEIR MEETING HELD ON llTH DAY OF JUNE, 2010 AT THE REGISTERED OFFICE OF THE COMPANY AT 153, OKHLA INDUSTRIAL ESTATE, PHASE-Ill, NEW DELHI-110020.
AUTHORXSATION TO EXECUTE CONSESSION AGREEMENT.
The Board was informed that a letter of award (LOA) dated 30.04.2010 issued by the National Highways Authority of India (NHAI) required the Era Infra Engineering Limited & OJSC-SIBMOST (JV) to promote and incorporate the Concessionaire as a limited liability company under the Companies A d 1956, as the entity which shall undertake and perform the obligations and exercise the rights of the Consortium under the LOA, including the obligation to enter into this Concession Agreement
L pursuant to the LOA for executing the Project, within 45 days of this letter with National Highways Authority of India (NHAI) for 4-Laning of Bareilly- Sitapur section of, NH-24 from Km 262.000 to Km 413.200 in the state of Uttar Pradesh on Design; Build, Finance, Operate and Transfer (DBFOT) Toll Basis under NHDP Phase-I11 (LOA Reference No. NHAI/BOT/11019/15/2008/UP/11372 dtd 30.04.2010).
Draft Copy of concession agreement along with all Schedules and annexure and as received from National Highways Authority of India (NHAI) was placed on the table.
The Board thereafter proposed name of Mr. J.L.Khushu, Director of the company for signing,'the Concession Agreement for and on behalf of the company with National ~ i ~ h w a ~ Authority of India (NHAI). The Board discussed the matter and the following resolution was passed unanimously:
"RESOLVED THAT the terms and conditions as contained the draft Concession ^ Agreement along with all schedules and annexure of National Highways Authority of
India (NHAI) and as placed on the table duly initialed by the chairman be and is hereby approved and accepted.
. . RESOLVED FURTHER that the company do execute Concession Agreement along with all schedules and annexure attached to it with National Highways Authority of India (NHAI) for 4-Laning of Bareilly- Sitapur section of NH-24 from Km 262.000 to Km 413.200 in the state of Uttar Pradesh on Design, Build, Finance, Operate and Transfer (DBFOT) Toll Basis under NHDP Phase-I11 (LOA Reference No. NHAI/BOT/ll019/l5/2008/UP/11372 dtd 30.04.2010) as per drat? placed on the table duly initialed by the chairman.
RESOLVED FURTHER THAT Mr. J.L. Khushu, Director of the company be and is hereby authorised to sign the Concession Agreement along with all Schedules and annexlire with the National Highways Authority of India (NHAI) and to do all acts,
RESOLVED FURTHER THAT i f need be common seal of the company be affixed on the all the necessary documents as per provisions of Article 127 of Article of ~ssociat ion of the Company in the presence o f Mr. J. L. Khushu, Director of the Company who shall sign the same in token thereof and counter signed by Mr. Pankaj lain, Authorized Sigratory of the Company."
RESOLVED FURTHER THAT as desired by National Highway Authority of India (NHAI) the consortium parties may be requested t o sign the consortium agreement as a token o f their acceptance of the terms and conditions."
CERTIFIED TRUE COPY
HIGHWAYS PROJECT LIMITED
6 NARENDRr9 NARAYiN AGN/HOTR/ (ADVOCATE & NOTARY)
Mobile No.: 981 0839941 Sub-Registrar Off. Compound A-27D, Sector-16. NOIDA, D~stt. Ghaziabad (U.P.1
-- -
Ref No To. Thc Cixiinnan National I-iighways Authority of India Ci 586. Secrot - 10 Lhwka ;\:c.\* Delhi- 75
Subjrc*: CLau~ng of Barellly- Sitspur section of NH-21 from Km 262.000 to Km 413.200 in the state of llttar Prndesh on Design, Bnild, Finance, Operate and Transfer (DBFOT) ToU Basis -!. under NHDP HI. Leter of Award COA) No. NHAVBOTI 1 101 9/151 200W UP1 1372 Dated -- ,r *. 30.04.20 10. b-k
$2 G T.
Dear Sir,
I hereby verify and confirm as follows:
1 . That ws ~ a r & i l l ~ Highways Projqct mted, is a campany promoted by Consortium M/s. ERA Infra Engineering Ltd and OJSC-SIBMOST irv> and duly incorporated under the provision of Companies of Act 1956 having b registered oflice at 153, Okhla Ind-1 Estate, Phase-01, New DeIhi-20 am] is duly qrgank.4 and validly exisfing under tbe &w of jurisdiction of its incorpodm, and is competent to sign and exwufc thc Canas6lon Agreement with NHAI as concwsiq audority perusal to letter of Award No NHALBOTII 101911 512008R1P11372, dated 30.04.2010.
2 MIS Bareilly Highways Pmject Limited has ageed to and unconditional accepts the terms and condition of the Cancession Agreement and shall observe and enforce the provisions thereof.
Y
i 3. halls Bareilly Highways Project Limited shall do all things in its power to procure the
observance of the provision of Concession Agreement.
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