EXPRESSION OF INTEREST (EOI) Invitation of EOI for Selection of Joint Venture Partners For Development, Operation and Maintenance of Bhuj Nalliya Vayor Rail Connectivity Project 25 th June 2015
CONTENTS 1. Introduction... 2 2. Scope of work... 3 3. Expression of Interest (EOI) Proposals... 3 4. Eligibility Criteria... 4 5. Language... 4 6. Submission of EOI Proposal... 5 7. Cost of EOI Proposal... 5 8. Law & Jurisdiction... 6 9. Confidentiality... 6 10. Disclaimer... 6 APPENDIX I: DETAILS OF PROSPECTIVE JV PARTNER... 8 APPENDIX II: FINANCIAL INFORMATION... 9 APPENDIX III: COVERING LETTER FOR EOI PROPOSAL...10 APPENDIX IV: POWER OF ATTORNEY...12 1
EXPRESSION OF INTEREST (EOI) EOI No. RITES/P&C/BhujNaliya/2015/33 Date of Issue: 25 th June 2015 Invitation of Expression of Interest for Joint Venture Partners for the project of Rail Connectivity from Bhuj Nalliya Vayor as per the Model 6.2 of Participative Policy of Railway Board 1. Introduction RITES Limited (RITES) has initiated a proposal to develop the Rail Connectivity from Bhuj Nalliya Vayor as per the policy guidelines issued by the Railway Board circulated vide Railway Board Ltr No. 2011/Infra/12/32 dtd 10.12.2012 for Railway connectivity and capacity augmentation projects on SPV mode. The Railway Board vide its Letter No. 2014/Infra/12/18 dated 04.08.2014 had granted go ahead for undertaking the Bhuj Nalliya Vayor Rail Connectivity project through Joint Venture Route with RITES Limited as nominated Railway PSU. Bhuj-Naliya-Vayor Rail Connectivity Project involves 101.24 kms of Gauge Conversion (Bhuj to Naliya) and 24.65 km of new track (Naliya to Vayor). The Bhuj-Naliya segment of gauge conversion is a sanctioned project of Ministry of Railways in Western Railways jurisdiction. RITES has examined the financial feasibility/ viability of the project which inter-alia, includes the traffic potential of the catchment area, capital and recurring costs and expected revenue generation. The commodities to be transported are primarily cement and clinkers, bauxite, bentonite, lignite and industrial salt. The item wise traffic expected is as follows: 2
Commodity Cement Clinker Bentonite Salt Lignite China clay Sand Containers Likely yearly volume 2.5 million tonnes 1.5 million tonnes, can increase to 3 million tonnes 1.8 million tonnes produced 0.5 to 1 million tonnes 0.5 million tonnes 0.5 million tonnes 0.5 million tonnes At least 1 million tonnes The estimated project cost is worked out as Rs. 830 crores including financing cost, project management fee, pre-operative expenses, escalation, etc. The period of concession is 30 years including construction period and expected project IRR is 14.9% 2. Scope of work The scope of work of the proposed SPV includes the design, construction, commissioning and maintenance of Railway line from proposed New Bhuj Railway Station to Vayor. A Concession Agreement will be signed between SPV and Ministry of Railways as per the Policy laid down in model 6.2 of Railway Board Ltr No. 2011/Infra/12/32 dated 10.12.2012 for Railway connectivity and capacity augmentation projects. The draft of Concession Agreement is available on website of Ministry of Railways. 3. Expression of Interest (EOI) Proposals Expression of Interest ( EOI ) Proposal is hereby invited from prospective stakeholders and/ or investors for selecting them as Joint Venture Partners ( JV Partner ) in the proposed SPV. RITES shall contribute at least 26% of the equity in the SPV. Presuming 70: 30 debt equity ratio, the expected 3
total equity shall be about Rs. 250 Cr. 4. Eligibility Criteria The prospective JV Partner may be an identifiable stakeholder or beneficiaries either as user of the proposed Railway line or utilities such as cement/ steel / alumina or such other capital goods manufacturer, ore importer/exporter, bulk commodity user, port/ mines owner, power producer, etc. Prospective JV Partner may also be national level infrastructure funding institution or investor. Participation by Sate Government and PSU s or other Government entities will be on nomination basis, in addition to the JV Partners selected through this EOI process. The prospective JV Partner should have a minimum Net Worth of Rs. 208 crores at the close of preceding financial year NOTE : Net worth (the net worth) shall mean the sum of paid up equity and reserves after deducting the sum of revaluation reserves, miscellaneous expenditure not written off and Reserves not available to equity share holders and accumulated losses, if any. 5. Language The EOI Proposal and all related correspondence and documents shall be in English language. Supporting documents and printed literature furnished by the prospective JV Partner with the EOI proposal may be in any other language provided that they are accompanied by translations of all the pertinent passages in the English language, duly authenticated and certified by the prospective JV Partner. Supporting materials, which are not translated into English, may not be considered. For the purpose of 4
interpretation and evaluation of the EOI proposal, the English language translation shall prevail. 6. Submission of EOI Proposal The prospective JV Partners are requested to submit their EOI Proposal including their credentials, financial status, organizational setup available with them, etc., in the EOI formats enclosed as per Appendix 1 to 4, so as to reach the office of General Manager (Privatisation & Concessions) / RITES Limited, RITES Bhawan, 1, Sector-29, Gurgaon - 122001 Telephone 0124-2818177, 9810654157 and email anilghai@rites.com, alokkumar@rites.com, on or before 15:00 hours on 13.07.2015. The EOI will be opened on 13.07.2015 at 15:30 hrs. Notwithstanding anything contained in this EOI, RITES reserves the right to accept or reject any EOI Proposal or to annul the EOI process or reject all EOIs Proposal at any time without any liability or any obligation for such rejection or annulment, without assigning any reasons thereof. RITES also reserves the right to reject any EOI Proposal at any time if; a) a material misrepresentation is made or discovered OR b) the prospective JV Partner does not respond promptly and diligently to requests for supplementary information required for the evaluation of the EOI. For any other clarification, they may contact General Manager (P&C) / RITES at the above (mentioned in para 6.0) address. 7. Cost of EOI Proposal The prospective JV Partner shall be solely responsible for any expenditure 5
they may incur in preparation and submission of the EOI Proposal. 8. Law & Jurisdiction The EOI process shall be governed by the laws of India and courts at New Delhi will have jurisdiction over the matters concerning and arising out of this EOI document and subsequent process. 9. Confidentiality Information relating to the examination, clarification, evaluation, and recommendation for the selection of prospective JV Partner shall not be disclosed to any person who is not officially concerned with the process or is not a retained professional advisor advising the RITES in relation to, or matters arising out of, or concerning the EOI process. RITES will treat all information, submitted as part of EOI Proposal, in confidence and will require all those who have access to such material to treat the same in confidence. RITES may not divulge any such information unless it is directed to do so by any statutory entity that has the power under law to require its disclosure or is to enforce or assert any right or privilege of the statutory entity and / or the RITES or as may be required by law or in connection with any legal process. 10. Disclaimer The information contained in this EOI document or subsequently provided to prospective JV Partner whether verbally or in documentary form by or on behalf of RITES or any of their employees or advisors (collectively referred to as RITES Representatives ), is provided to the prospective JV Partner on the terms and conditions set out in this EOI document and any other terms and conditions subject to which such information is provided. This EOI document is not an agreement and is not an offer or invitation by the RITES Representatives to any other party. 6
The purpose of this EOI document is to provide prospective JV Partner with information to assist the formulation of their EOI Proposal. Each prospective JV Partner should conduct its own due diligence, investigations and analysis and should check the accuracy, reliability and completeness of the information in this EOI document or information supplied to prospective JV Partners by RITES and obtain independent advice from appropriate sources. The RITES Representatives make no representation or warranty and shall incur no liability under any law, statute, rules or regulations as to the accuracy or completeness of the EOI document and any other information supplied by or on behalf of RITES representatives or otherwise arising in any way from the selection process. RITES may in their absolute discretion, but without being under any obligation to do so, update, amend or supplement the information in this EOI document from time to time, through uploading it on the RITES website www.new.rites.com. 7
APPENDIX I: DETAILS OF PROSPECTIVE JV PARTNER Invitation of Expression of Interest for Joint Venture Partners for the Rail Connectivity Project from Bhuj Naliya Vayor 1. Name of prospective JV Partner : 2. Present address : a) Head Office b) Other Offices / Place of business 3. Place and year of incorporation of the company / firm (Attach documentary proof as copy of certificate of incorporation etc.) 4. Particulars of holding, subsidiaries or associated companies. 5. Details of the prospective JV Partner s present business activities highlighting those similar to the proposed project and if applicable, task allocation of JV constituents. 6. Summary of assets and liabilities on the basis of audited financial statements for the last 5 years. NOTE : Prospective JV Partner shall provide information as per following proforma for the firm / company for the last 5 financial years. 8
APPENDIX II: FINANCIAL INFORMATION Proforma for Financial Information Previous five years. Particulars Previous 5 years Sr. No. Financial Year 2009-10 2010-11 2011-12 2012-13 2013-14 1 Authorized Capital 2 Capital issued and paid up 3 Current Assets including cash, receivables 4 Total Assets 5 Current Liabilities 6 Total Liabilities 7 Net Worth 8 Working Capital 9 Gross Profit 10 PAT NOTE : Please attach certified / attested copies of latest Income Tax Returns and / or Audited Balance Sheet & Profit & Loss Account for the last 5 financial years. 9
APPENDIX III: COVERING LETTER FOR EOI PROPOSAL Dated: To, General Manager (P&C) RITES Limited, RITES Bhawan, 1, Sector-29, Gurgaon 122001 INDIA, Sub : Expression of Interest for Joint Venture Partners for the project of Rail Connectivity from Bhuj Naliya Vayor as per Model 6.2 of Participative Policy formulated by Railway Board Dear Sir, 1. With reference to your EOI document dated.., I / we, having examined the EOI document and understood its contents, hereby submit my / our EOI Proposal for the aforesaid project. The EOI Proposal is unconditional and unqualified. 2. I / We acknowledge that RITES will be relying on the information provided in the EOI proposal and the documents accompanying such EOI proposal for the aforesaid project, and we certify that all information provided in the EOI Proposal and in Appendix I to III is true and correct; nothing has been omitted which renders such information misleading; and all documents accompanying such EOI Proposal are true copies of their respective originals. 3. This statement is made for the express purpose of qualifying as a JV Partner for the design, development, construction and maintenance of the aforesaid Project. 4. I / We shall make available to RITES any additional information it may find necessary or require to supplement or authenticate the EOI proposal. 10
5. I / We acknowledge the right of RITES to reject our EOI Proposal without assigning any reason or otherwise and hereby waive, to the fullest extent permitted by applicable law, our right to challenge the same on any account whatsoever. 6. I / We certify that in the last three years, we have neither not been debarred by any public authority for participation in such processes. 7. I / We understand that you may cancel the EOI process at any time and that you are neither bound to accept any EOI Proposal that you may receive nor to invite the prospective JV Partner to submit EOI Proposal for the Project, without incurring any liability to the prospective JV Partner. 8. I / We agree and undertake to abide by all the terms and conditions of the EOI document. In witness thereof, I / we submit this EOI Proposal under and in accordance with the terms of the EOI document. Yours faithfully, Date: Place: (Signature, name and designation of the Authorised Signatory) Name and seal of the prospective JV Partner 11
APPENDIX IV: POWER OF ATTORNEY Power of Attorney for signing of EOI Proposal Know all men by these presents, We.. (name of the firm and address of the registered office) do hereby irrevocably constitute, nominate, appoint and authorise Mr / Ms (name), son / daughter / wife of and presently residing at., who is presently employed with us and holding the position of., as our true and lawful attorney (hereinafter referred to as the Attorney ) to do in our name and on our behalf, all such acts, deeds and things as are necessary or required in connection with or incidental to submission of our EOI proposal for Joint Venture Partners for the project of Rail Connectivity from Bhuj Naliya Vayor Project proposed to be developed including but not limited to signing and submission of all applications, proposal and other documents and writings, participate in Pre- Applications and other conferences and providing information / responses to the Authority, representing us in all matters before the RITES, signing and execution of all contracts including the Concession Agreement and undertakings consequent to acceptance of our bid, and generally dealing with the RITES in all matters in connection with or relating to or arising out of our EOI proposal for the said Project and / or upon award thereof to us and / or till the entering into of the Concession Agreement with Ministry of Railways. AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us. IN WITNESS WHEREOF WE,., THE ABOVE NAMED PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS DAY OF., 2015.. 12
For.. Witnesses: (Signature, name, designation and address) 1. 2. (Notarised) Accepted (Signature) (Name, Title and Address of the Attorney) Notes: The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure. Wherever required, the prospective JV partner should submit for verification the extract of the charter documents and documents such as a board or shareholders resolution / power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the prospective JV partner. 13