Talegaon Amravat (Approved Length 58 KM) Vol. II & III

I
New Delhi - 110 075

4
\
AND
4
CONCESSION AGREEMENT
BETWEEN
%I RB TALEGAON AMRAVATI TOLLWAY PRIVATE LIMITED
1.i
IRB Complex, Chandivli Farm,
NATIONAL HIGHWAYS AUTHORITY OF INDIA
( Mi ni stry of Road Transport & Highways )
G-5 &, 6 Sector - 10, Dwarka,
1, Chandivli Vi l l age, Andheri (East),
k
Mumbai - 400 072
A' CONCESSION AGREEMENT SIGNED ON
n
FOR
I -
4
DESIGN, ENGINEERING, FINANCE, PROCUREMENT,
CONSTRTUCTION, OPERATION AND MAINTENANCE OF
' THE FOUR LANING OF TALEGAON - AMRAVATI SECTION
k; NOVEMBER 18, 2009
\
\
1
OF NH-6 FROM KM 100.000 TO KM 166.725 I N THE STATE
, OF MAHARAHSTRA UNDER NHDP PHASE -111 ON DESIGN,
i
-BUILD, FINANCE, OPERATE AND TRANSFER (DBFOT) BASIS
National Highways Authority of India
(Ministry of Road Transport & Highways)
Government of India
CONSTRUCTION, OPERATION AND MAINTENANCE
OF THE 4 LANING OF TALEGAON - AMRAVATI
SECTION OF NH-6 FROM KM 100.000 TO KM 166.725 IN
THE STATE OF MAHARASHTRA UNDER NHDP PHASE -
111 ON DESIGN, BUILD, FINANCE, OPERATE AND
TRANSFER (DBFOT) BASIS
I
I
between
G - 5&6, Sector - 10, Dwarka, New Delhi - 110 075
and
M/s IRB Talegaon Amravati Tollway
Private Limited
IRB Complex, Chandivali Farm, Chandivali Village, Andheri (East),
Mumbai - 400 072
VOLUME - I11
. / : (ANNEXURES)
, . November, 2009
. . . ~ ~ . . .
National Highways Authority ofIndia Concession Agreement
1 l 1
Annexure - I NHAI Letter No.: NHAI/BOT-V11012/2008/507 I (1 - 3)
dated 0511 112008
-2-
CONTENTS (VOLUME - I11 : ANNEXURES')
S. -
No.
I I I (Issue of WP to the final short listed Applicants) I
2
NHAI Letter No.: NHAVBOTII 1019/19/2008/626
dated 29/05/2009
(Addendum No.-I to RFP & Annexure-A)
Annexure No.
Annexure - V
I
Annexure - I1
6 Annexure - VI
Description
NHAI Letter No.: NHAIlBOT/11019/20/2008/630
dated 05/06/2009
Page Nos.
(Invitation to the short listed Applicants for RFP)
NHAI Letter No.: NHAIJBOT-1/11012/58/14/2006
I528 dated 2511 112008
(Extension of Bid Due Date)
the Financial Bid dated 24/06/2009 of M/s IRB -
MRM Consortium
I1 (1 - 2)
- -
Bid Security submitted by MIS JRB - MRM
Consortium and Confirmation of Bank Guarantee
by NHAI Letter No.: NHAI/CMU-Manor12009
/BG-4713535 dated 08/07/2009
1 ' 1
Annexure - VII Memorandum of Understanding (MoU) between VII (1 -
/ IRB and MRM dated 21/07/2008 1 4) 1
I
Annexure - VIII NHAI Letter No.: NHAIAOT/l I 01 9/20/2008/671
dated 27/08/2009
I
I Letter of Award (LOA)
9 1 Annexure - IX I IRB - MRM Consortium Letter dated 31/08/2009
ure - X
(Acceptance of LOA by M/s IRB - MRM
Consortium)
IRB - MRM Consortium Letter No.: IRBIRDIT-A
1091546 dated 30/10/2009, Certificate of
Incorporation of the SPV (IRB Talegaon Arnravati
Tollway Private Limited)
.
~our' %i ' ;?~ of Talegaon-Amravati Section of NH-6from km 100.000 to km
166.725 (Length- km 66.73) in the State of Maharashtra under NHDP Phase III
on DBFOT Basis
National Highways Authority of India Concession Agreement
Annexure - XI IRB - MRM Consortium Letter No.: IRB/BD/TA
1091556 dated 0411 112009
(Memorandum of Association and Articles of
Association of IRB Talegaon Amravati Tollway
Private Limited)
IRB Talegaon Amravati Tollway Pvt. Ltd. Letter
No.: ITATITAlO91565 dated 1111 112009
(Amended Memorandum of Association and
Articles of Association of IRB Talegaon Amravati
13 Annexure -XI11 IRB - MRM Consortium Letter No.: IRB/BD/TA XI11 (1 -
I I
I091558 dated 0511 112009
1 ') I
(Board Resolutions for investment in IRB Talegaon
Amravati Tollway Pvt. Ltd. by the Consortium
members and MoU signed between them)
Annexure - XIV
Annexure - XV
IRB Talegaon Amravati Tollway Pvt. Ltd. Letter
No.: ITATITNO91557 dated 0511 112009
(Legal Opinion fiom Legal Counsel M/s Govind
Desai Associates Letter No.: GDNRWIAKl329109
dated 0411 112009 and Board Resolution of the SPV
dated 2911012009 for Execution of Concession
Agreement with NHAI)
Entrustment to NHAI vide Notification No.
S.0.978 (E) dated 2010412009 and S.0.2427 (E) &
S.0.2428 (E) dated 2210912009
Four Laning of Talegaon-Amrmati Section ofNH-6fiom km 100.000 to km
166.725 (Length - km 66.73) in the Stare of Maharoshha under NHDP Phase I11
on DBFOT Bwis
0
Q* Z -mi aj /*ne: 91-11-250741WiZdJ742~
i
@ i 7 d ? W T , ~ ~ J h i 7 W I P f ~ ) h l f a x : 91-11-25093507 1 25093514
w.'E"n-: 2n3 ' 23'8 ' 2468 ' W3
(Ministry of Shipping, Road Transport and Highways)
*-5 @ 6, h - 1 0 , f&&-HO 075
November 5,2008
To
As per the list
(Annexure I - Bidders who have been short listed for 4 laninr! of Talezaon -
Amravati section of NH-6 b 100.000 to km 166.725) in the state of Maharashtra
under NHDP Phase 111on BOT basis)
Sub : 4 laninz - of Tale~aon - Amravati section of NH-6 (km 100.000 to km 166.725)
under NHDP Phase III on BOT basis)- Invitation to the short listed
Applicants for RFP
Ref: RFQ Application received in NHAl on 24/07/2008 2
Sir,
With reference to your RFQ Application, NHAI hereby announces the short
-
listed Applicants for above mentioned project as given below in accordance with
Clause 1.2.1 read with Clause 3.5.2 of RFQ:
2) The above short listed Applicants are required to ensure continuing
compliance to the provisions of RFQ, particularly Clause 2.2.1. Please note that the
provisions of the RFQ shall apply mutatis-mutandis to this announcement regarding
short listing and subsequent bidding.
s.
No.
1
2
3
4
5
--
6
3)
Bid Stage : The above short listed Applicants are now eligible for
participation in the second stage of the bidding process ("the Bid Stage"). The sale
of RFP in this regard shall commence w.e.f. 05/11/2008 with !ast date of
,-stfbmission of BOT bid on 16%2/2008. The Bidding Documents for the F?oj-ect.will
, ,
, , - . be provided to every eligible Bidder on payment (NOII-refundable) of Rs. 10,60,000/
. .
/'
(Rs; Ten Lacs Onl y) for the project and therefore the same maf$e
Name of Applicant
Navinya Buildcon Atlantia S.P.A-Consortium
MAYTAS - CRl8G CONSORTIUM
--
ISOLUX -,SOMA - RANHIL
- .-
PLUS EXPRESSWAY BERHAND - IVRCL CONSORTIUM
Reliance Infra - RlPL CONSORTIUM
Larsen & Toubro Ltd.
;/@ NHAI/BOT-I/llO12/2008 November 5,Zb08
/
I I - 2 -
collected from the address given below. The payment shall be received by way of
cross Demand Draft drawn in favour of "National Highways Authority of India",
payable on any scheduled bank at New Delhi. The Demand Draft must be prepared
on or before the last date of sale of RFP document.
Mr. Rajesh Poonia
General Manager (BOT) IB
G - 5 & 6, Sector - 10, Dwarka,
New Delhi - 110 075
Tel : 0091 - 11 - 2507 4100/ 2507 4200 (Extn. 1121)
Fax : 0091 - 11 - 2509 3524 / 2507 4100 (Extn. 2140)
Email : rajeshpoonia@nhai.org
4)
Further, your kind attention is invited to the RFP Clause 2.1.18, which is
reproduced hereunder:-
"2.1.18
A Bidder shall not be eligiblefir bidding hereunder if the Bidder, its Member
or As mat e TLJUS, during a period of 2 (fwo) months preceding the Bid Due Date, either by
itselfor as member of a consortium:
(i) pre-qualified and short-listed by the Authority for the Bid Stage comprising RFP in
relation to 8 (Eight) or more projects of the authority; or
(ii)
declared by the Authority as the selected bidder for undertaking 4 (,+bur) or more
projects of the Authority ; or
(iii) unable to achieve jnancial close, for 2 (hvo) or more projects of the Authority rciithin
the period specified in the respectizle Concession Agreements entered into ruith the
Authority;
Provided that in the event the Bidder, its Member or Associate, as tlze case may be, shall haz~e,
within one zueek ofreceirring a notice of pre-qualification and slwrt listingfor the Bid stage of
any such project, ~ilithdrarcm from the hid process thereof and notified the Authority of the
same, the project so notified shall be excludedfrom the pumieril ofthis Clause 2.1.18"
5)
In view of the above, you are required to give your request for withdrawal
from the bid process within one week from the date of issue of this notice i.e. upto
12/11/2008. If in case the same is not received in the aforesaid period, it wiU be
presumed that you are participating in the Bid Stage with the objective of submitting
your Financial Proposal.
that the Authority reserves the right to accept or reject all or any
t assigning any reason whatsoever. ; . '
?:Yours faithfully,
G
1
General Manager (BOT) IB
m: Annexure - I
-
S. No.
-
1
November 5.2008
Annexme - I
Nampof Short Listed Applicants
Ndi nya Buildcon - Atlantia S.D.A. Consortium
'fata ~ L a l t ~ and infrastructure c id.,
Elphiiston Building, 2nd Floor, 10 Veer Nariman Road,
Tel : 0091 - 22 - 662 94000
Fax : 0091 - 22 - 661 00520
Ernail: aksharma@tata.com
Kind Attn : Mr. A. K.Sharma, Head Transport
Maytas - CR18G Consortium
Maytas Infra Assets Lts.
6-3-1186/1&2,3rd floor, Maytas House,
Begumpet, Hyderabad - 500 016, A.P.
Tel : 0091 - 40 - 404 09373
Fax : 0091 - 40 - 404 09385
Email : Chandrasekhar_gujarati&ayta.in
Kind Attn : Mr. G. Chandrasekhar , DGM
ISOLUX - SOMA - RANHIL Consortium
Isolux Corsan Concesiones S.A.
8th Floor, Block B, Vatika Towers, Golf Link Road,
Sector - 54, Gurgaon - 122 002, Haryana
Tel : 0091 - 124 - 451 0800
Fax : 0091 - 124 - 451 0810
Email: tpaliwal@isoluxcorsan.com
Kind Attn : Tarun Paliwal, Legal Representative/ General Manager
12-17h Floor, Menara 1, Fabers Towers, Jalen Desa Bahagia,
ind Attn : Mohamad Rosli Ahamad, General Manager
liance Infrastructure Ltd.
1
W ~ Q wy'Y'W~ ~ x ~ y
,Phone 91 11.2M141WlZ5D742W
@' RT~, ~Yh73?RTnmr f as l r as )
'h /Fax 91-11-25093507 1 25093514
IExtn "23 23"8 2468 2553
(Mlnlstry of Shlpplng, Road Transport and H~ghways)
a - 5 6, *-lo, ZlWl. f&&-110 075
G-5 8 6. Sector-10. Dwarka. New Delhl-110075
NHAIIBOT-1/11012/58/14/2006/~2 k November 25,2008,
To
As per the list
(Annexure I - Bidders who have been short listed in final list of shortlisted applicants for
Talegaon - Amarawati section of NH-6 from km 100.00 to km 166.725 in the State of
Maharashtra)
Sub : 4 lanine. of Tale~aon - Amarawati section of NH-6 from km 100.00 to km 166.725 in the
State of Maharashtra under NHDP phase 111on BOT floll) Basis IProiect Reference No. NHDP-
III/BOT/MH/lO) -Issue of RFP tothefinal short listed Applicants
Ref: RFQ Application received in NHAl on 2@7/2008
. Sir,
This is with reference to your Application for Prequalification for the subject Project
and our O.M. No. NHAI/NHDP-V/MC-II/Concessionaire/4673 Dated 10.11.2008 posted on
NHAI website.
2. You will be pleased to know that you have been shortlisted/included in the Revised
List of Shortlisted Bidders/ Final List of Shortlisted Bidders, based on your
willingness to be shortlisted for the project.
3. You are required to make a non-refundable payment of Rs. 10 Lakhs (Rupees Ten
Lakhs only) within 3 (Three) days from the date of issue of this letter by means of
Demand Draft drawn in Favour of "National Highways Authority of hdia" payable
at New Delhi.
4. It may please be noted that the non-refundable amount to be deposited has been
enhanced form Rs. 50,000/- (Rupees Fifty Thousand only) to Rs. 10 lakhs (Rupees
Ten Lakhs only) by way of fees for the Bid Document and Bid Process.
5. Upon receipt of above said payment, the Request for Proposal (RFP) document will
be issued to you.
6. In the event you fail to make the said payment, within the specified period, you will
be excluded from the Bid Process of this Project. Please note however, that for the
purposes of shortlisting and bid award for other projects of the Authority, it will be
deemed that you were shortlisted for the aforesaid project.
Yours faithfully,
NHAI/BOT-1/11012/58/14/2006 / 52g
Annexure - I
S. No. I Name of Short Listed Applicants
1 I Mavtas - CR18G Consortium
2
3
Through
Valecha Engineering Ltd
"Valecha Chambers", 8-6 New Link Road
Andheri (West), Mumbai - 400053
Tel: 26733625
Fax: 022 26733945
Maytas Infra Assets Lts.
6-3-1186/1&2,3rd floor, Maytas House, Begurnpet, Hyderabad - 500 016, A.P.
Tel : 0091 - 40 - 404 09373
Fax : 0091 - 40 - 404 09385
Kind Attn : Mr. G. Chandrasekhar (DGM)
Larsen & Toubro Limited
L&T Infrastructure Development Projects Limited.
EEC Division, Mount Poonamallee Road,
Manapakkam, P.B. No. 979, Chennai - 600 089
Tel : 0091 - 44 - 2252 6000/ 2252 8000
Fax : 0091 - 44 - 2252 8724
Kind Attn: Mr. J. Subramanian Head, Commercial ( Road and Airports)
IDEB - SUCG Consorihun
IDEB Projects (P) Ltd.
9th Floor, Delta Tower, SSTP, No. 7, Whitefield
Main Road, Varthur Kodi, Ban~alore - 560 066
4
Email: tender@alecha.in
IRB - MRM
IRB Infrastructure Developers Ltd.,
IRB Complex, Chandivali Firm, Chandivali Village,
Andheri (E), Mumbai - 400 072
Fax : 022 - 6675 1024
Email : inf&irb.co.in
Fax : +080-66161110; Ernail : ar~iitdet@idebinc.com
Kind Attn : Mr. Arijit Deb (Sr. General Manager)
Valecha - SREI - Galfar Consortium
WI P h o n e : 91-11-25074lWR507420O
k l F a x : 91-11-25093507 1 25093514
(Ministry of shipping; Road Transport and Highways)
I
-
*-5 F? 6, k - 1 0 . &, Ti ftK%-110 075
. .
I
6 5 8 6, Sea-10. DwarRa. New Delhi-110075
. . IMPORTANT
I
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:. .
. .
. . .
~ ~ ~ 1 l s ~ ~ i 1 1 0 l 9 / 1 9 ~ 0 0 8 / 2.4 ' , 1. ' . .
! ' . May29,2009
. . . . . . . , . . . -- . . . . . . . . . . . - . . . . . ~ ~ . ...
.-
To
~ ~ - ' & ~ : : ~ o n s o r ~ u r n Valecha-SREI-Galfar Consortium
t RB, $ f r a s t r ~c t ur e s ~v e l o~~t d.
. ... 5Vakcha-Enginwing Ltd
: . . ~ - f ~ . l ? o m~ l e < ~ ~ ~ ~ d i v a l i Farm, . .. .. ~ ~ d - ~ k a k &r s ' ! . B - 6 ~ : ~ e w Link Road '
. iCbandivdiVillage, . .. : . .. Mke&@%st),Aki1mbai-400053
. .
. - iAirdheri (E)$Manrbai- 400072 . . TeI 9673625; ,Fax:O22 26733945
. ,FaX:+91-22-66751024 . . - . . . . iiw:,mdaq@+&cha.in
.Email ::inf&irb.co:iq
.. ' ' ' Ki nd - ~t t n : Mr. ~. K. chhat r c,
. .
.. . .. ~~ . . . . ' . . ~ e n e r a l Manager . . .
,
. Sub: 4 laning of Talegaon - Amravati section of NH-6 from km 100.00 to km 166.725 in
... - . . ~ . .
thesiatcof MahGht r a under NHDP - 111 on BOT uol l ) Basis - Addendum.- T lo
RFP- reg.
Sir,
Please find enclosed herewith the Addendum - I to RFP for the above project. All
other conditions remain the same.
Yours sincercly,
General Manager (BOT)lB
ADDENDUM - I
Four-Laning of Tale don Amravati Section of NH-6 from km 100.000 to km 166.725 (Length - km 66.73) in the Stnte of Maharnshtra under
NHDP Phase I l l on ~ B F ~ T Basis
,,
S. No.
2.
3.
I*
C-
Particular Clause No.
(?> k I ~ o u l . L ~ u ~ g of Talegaon-Amravati Section of NH-6 from km 100.000 to km 166.725 (Length - km 66.73) in the State of
c$@&
tra under NHDP Phase 111on DBFOT Basis
I Page 1 of 2
P
RFP Vol -I
Para 2.1.8
Page 13 of
47
RFP Vol -I
Para 2.20.1
Page 24 of
47
;
As given in the Bid Document As revised
General Terms of
Bidding
Bid Security
. .
The validity period of the Bank Guarantee or Demand
Draft, as the case may be, shall not be less than 180
days from the Bid Due Date, and may be extended by
the ~i dbe r from time to h e . 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 highest bidder.
The Bidder shall furnish as part of its Bid, a Bid
Security refeked to. i n. Clauses 2.1.7 and 2.1.8
hereinabove hi the form of a bank guarantee issued
by a nationalised bank, or a Scheduled Bank in India
having a net worth of at least Rs. 1,000 crore, in
favour of the Authority in the format at Appendix - I1
(the "Bank Guarantee") and having a validity period
of not less than 180 days from the Bid Due Date, as
may be extended by the Bidder from time to time. In.
case the Bank Guarantee is issued by a foreign bank
outside India, confirmation of the same by any
The validity period of the Bank Guarantee or
Demand Draft, as the case may be, shall not
be less than 180 days from the Bid Due Date,
inclusive of claim period of 60 days, 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
60 days from the Bid Due Date except in the
case of the highest bidder.
The Bidder shall furnish as part of its Bid, a
Bid Security referred to in Clauses 2.1.7
and2.1.8 hereinabove in the form of a bank
guarantee issued by a nationalised bank, or a
Scheduled Bank in India having a net worth
of at least Rs. 1,000 crore, in favour of the
Authority in the fotmat at Appendix - 11(the
"Bank Guarantee") and having a validity
period of not less than 180 days from the Bid
Due Date inclusive of claim period of 60
days, as may be extended by the Bidder from
, .
!
S. No.
I 1 I
. - , ,
I
nationalised bank' 4 India ,is required. For the
avoidance of doubt, Scheduled Bank shall mean a
Clause No.
time to time. In case the Bank Guarantee is
issued by a foreign bank outside India,
5.
,I
of Talegaon-hravati &tion of NH: ~ from km 100.000 to km 164.725 (hhgth'- . , . km . . 66.73) in the State of
under NHDP PhdsiIIl on DBFOT Basis . , . .
. .
. .
Page 2 of 8
f
, ,
~ e s t s bf
I .
~esponsiyeness
. ,
Fraud and Corrupt
Practices
i
I
.
Para 3.2.1
Page 26 of
47
RFP Vol-I
Para 4.3 (a)
Page 29 of
47
I.,
As revised Particular
bank as defined under Section 2(e) of the Reserve
Bank of I ~di a Act, 1934.
, .
i
I
, .
(c) it is signed, sealed and marked as stipulated in
Clauses2.10 and 2.11; .. .
, ,
(a) "corrupt means (i) the offering, giving,
receiving, o r soliciting, directly or indirectly, of
anything of value tb influence the actions of any
person, connected .with the Bidding Process (for
avoidance, of doubt, ' offering of employment to or
employing or engaging in any manner whatsoever,
directly or indirectly, any official of the Authority who
is or has been ass~tiated in any manner, directly or
indirectly with the si$ding Process or the LOA or has
dealt wi* matters'' concernkg the Concession
Agreemen4 or arising the reform, before or after the
execution thereof, at ;any time prior to the expiry of
one year from the date such, official resigns or retires
from or oqerwise ceases to be in the service of the
Authority, ;shall be deemed .toconstitute influencing
the actions of a person conneded with the Bidding
Process); or (ii) enga: bg in &I) manner whatsoever,
whether during the Bidding Process or after the issue
. , ,,
1..
! . . i
As given in the B.id.Document
confirmation of the same by any nationalised
bank in India is required. For the avoigance
of doubt,' Scheduled Bank'shall mean a bank
as defined under Section 2(e) of the Reserve
Bank of India Act, 1934.
(c) it is signed, sealed, hardbound and
marked as stipulated in Clauses 2.10 and 2.11;
(a) "corrupt practice" means (i) the offering,
giving, receiving, or soliciting, directly or
indirectly, of anything of value to influence
the actions of any person connected with the
Bidding Process (for avoidance of doubt,
offering of employment to or employing or
engaging in any manner whatsoever, directly
or indirectly, any official of the Authority
who is or has been associated in any manner,
directly or indirectly with the Bidding
Process or the LOA or has dealt with matters
concerning the Concession Agreement or
arising therefrom, before or after the
execution thereof, at any time prior to the
expiry of one year from the date such official
resigns or retires from or otherwise ceases to
be in the service of the Authority, shall be
deemed to constitute influencing the actions
~- - .L. . ~ .
, .
! ' 1 , , .a .I
. .
' I 1
( 1
I
as the case may be, any person in- respect of
any matter relating to the Project or the LOA
or the Concession Agreement, for a period of
one month after financial close, who at any
time has been or is a legal, financial or
technical adviser of the Authority in relation
accordance:with the RFP Document..
i
s
! ' .
i'
\! ..., , f,, ;<y I , '
Four Laning of Talegaon-Anrravati sedion of NH-6 from k n ~ 1GQ.000 to km 166:hj (~ength1- km 66.73) in ihe State of
blaharashtra under NHDP Phase 111on DBFOT Basis
I Page 3 of 8
S
7.
3
Page 36 of
47
RFP Vol -I
Appendix -11
Para 1
Page 38 of 47
, i
-1
Bank ~uarant ee for
Bid Security
:
!
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In consideration of you, ~ a t i o 4 l Highways Authority
of India (hereinafter called "NHAI" which expression
shall include .arty entity which NHAI may designate
for the purpose), having its office at G-5 & 6, Sector -
10, Dwarka, New Delhi - 110 075 (hereinafter referred
to as the "Authority", which expression shall unlessit
be repugnant to the subject or context thereof include
its, success.ors and &signs) having agreed to receive
the id of ' ; ' . :' a ; Company registered
under provision of (the Companies Act, 1956 and
having its 'registered 'office at i and acting on
behalf df its ~onsortidm (herciihfter referred to as the
Document
In consideration of you, National Highways
Authority of India (hereinafter called "NHAI"
which expression shall include any entity
which NHAI may designate for the purpose),
having its office at G-5 & 6, Sector - 10,
Dwarka, ,New ,Delhi - 110 075 (hereinafter
referred to as the "Authority", which
expressionshall unless it be repugnant to the
subject or context thereof include its,
successors and assigns) having agreed to
receive the Bid of (member of the
Consortium) a Company registered "under
.
, .
(Length - km 66.73) " in the State of
Maharashtra under NHDP - Phase 111 on
Agreement
Clause 17.1.2
Page 54
i ,
RFP Vol- I1 Safety,
C.oncession
' , &reement accidents
-(including, without .&mitation, accident debris) and
keep the Project Highway in a clean, tidy and orderly
condition, land i n conformity., with the Applicable
Laws, ~ ~ ~ 1 i c a b l e P ~ r ~ i t s andGood Industry Practice.
For the avoidance of doubt, ;it i5 agreed that the
debris'and!material'ecavated shall be carried to and
deposited at identifib4 site by I E/ Authority.
1 .
, ,
, 1. , !
I
, ,
Four Ldning of Talegaon-Amravati 5eAion of N H- ~ from iqn l'C0.000 to km 16h.725 ( ~?~t h/ - ,& 66.73) in the State of
Maharashtra under NHDP Phase 111O~ DBFOT Basis
. .
' : I I
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1
. Page4 of 8
7
waste water), rubbish and other debris
(including, without limitation, accident
debris) and keep the Project Highway in a
clean, tidy and orderly condition, and in
cbnformity with the Applicable Laws,
Applicable Permits , and Good Industry
Practice.
. .
I' . ' ! ..
The Concessionaire'p responsibility for rescue
operations on the Prb'ect High+ay shall be limited to
an initial r+ponse to 'by particdlar incident until such
time that the comp(tent auh4kity takes charge and
shall includi prompt removil'df vehicles or debris or
The Concessionaire's responsibility for rescue
operations on the Project Highway shall be
limited to an initial response to any particular
incident until such time that the competent
authority takes charge and shall include
.,,.,
any other: obs'truction, which may endanger or
interrupt the Pmoothflow of traffic. For this purpose, it
shall maintain and operate a:round-the-clock vehicle
rescue post with one,mobile cr+e having the capacity
to lift a truck with a j ~r os s YeFcle Weight of 20,000
(twenty thbusand) kifograms; provided that on and
after the ' Schedul&d Four -Laning Date, the
Concessionaire shall maintain and operate two such
vehicle r e h e vosts; !with one :crane each, and such
As revised S. No.
prompt removal of vehicles or debris or any
other obstruction, which may endanger or
interrupt the Smooth flow of traffic. For this
purpose, it shall maintain and operate a
round-the-clock vehicle rescue post with one
mobile crane having the capacity to lift a
truck with a Gross Vehicle Weight of 20,000
(twenty thousand) kilograms and such posts
shall be located at the Toll Plazals).
10.
11.
Clause No.
RFP Vol- I1
Concession
Agreement
Clause 27.2.3
Page 74
RFP Vol- 11
Concession
Agreement
Clause 27.8
Page 76
i
1 .
I '
!
articular
I
i
Revision , kf .. ~ e e '
$ .
, :
Fee collection points
!
I
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j
/
I
. As given in the Bid Document
t
Four Laning of Talegaon-Aniravati ~eciion of NH-6 from km 100.&0 to km 166.72j (Length : krn 66.73) in the State of
Maharashtra under NHDP Phase 111on DBFOT Basis
,
Page 5 of 8
I . , ,
. ,
. .
for preventing such'evasion. For the avoidance of
doubt, the Concessio~ire heieby acknowledges and
agrees thit:it shall ndt determine or collect Fee from
! / 8 i !
necessary for preventing such evasion. For
the avoidance of doubt, the Concessionaire
hereby acknowledges and agrees that ft shall
posts shall 'be locatedlat each of'the Toll Plaza(s).
. .
The ' fee shall ' :be increased annual, without
compounding, by 3% (three percent) 'thereof with
effect from; April, 2008 and such increased rates shall
be deemed:to be the base rate& for the purpose of this
Agreement
Fee shell ordinarily be collected at the Toll Plaza[s]
from vehicles crossing the Toll Plaza[sl and using the
whole or part of the, Project Highway; provided that
for preventing evasion of ' Fee 6y any vehicle
circumventing [one or both ofj"the Toll Plaza[s] and
using the whole or lpart of. $e Project Highway
[located bekeen ' such Toll , Plazas], the
Concessionaire shall be entitled to set up at its own
risk and '.cost, and in consultation with the
Independent Engineer, its temporary or permanent
Fee collection booths, 'as may reasonably be necessary
. .
Deleted
Fee shall ordinarily be collected at the Toll
Plaza from vehicles crossing the Toll Plaza
and using the whole or part of the Project
Highway; provided that for preventing
evasion of Fee by any vehicle circumventing
the Toll Plaza and using the whole or part of
the Project Highway, the Concessionaire shall
be entitled to set up at its own risk and'cost,-
and in consultation with the Independent
Engineer, its temporary or permanent Fee
collection booths, as may reasonably be
9
As revised
I Page 6 of 8
. ,
. .,
- r Lanhg of Talegaon-Amravati ~ecti?n of NH-6 from k n ~ 1W.WO to km 166,725 : km 66.73) i i the State of
Mah'uashtra under NHDP Phase I11 on DBFOT Basis . .
RIP "01- 11
Concession
Agreement
Clause 30.2
Page 81
RFP Vol- I1
Concession
Agreement
Clause 48.1
Page 144
.. .
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3
/
Page 7 of 8
As revised : As give* i,n the ~i d ' ~o c u me n t
i
I
i
i
I
Modificatio* in the .
~onceisi0n;~eriod
. .
. .
a '
Definiton of j'Toll
Plaza"
(
i
i
/
!
Particular S. No. Clause No.
8
years,. the. Additional Tollway may b e opened to
traffic at any time after the 8th (eighth) anniversary
of the Appointed Date. For, the avoidance of doubt,
Additional.Tollway d,oes not include any expressway
or other till road connecting, +ter alia, Km 100.000
and Km 166.725 of Talegaon - *avati section of NH-
6 if the length of suchiexpressway or toll road exceeds
the length of the existing route comprising the Project
Highway b) 20% (twenty peice*t) thereof.
. .
. ,
(c) . if & ~ddi t i i nal ~ o l l ~ i ~ is openei to traffic
betw&n the 17th .(&"enteenth)".and ZZnd(twenty
second) anniversary 'of the Appointed Date, the
Concessionaire shalt be entitled to an additional
~oncessi on~~eri od, &,hi& shall be equal in duration to
the period between the open& of the Additional
Tollway and the 22nd ( twent)! &con$) anniversary.
For the avoidance of doubt, i f q e Additional Tollway
is opened on the 19th ( nineteenth) anniversary, the
Concession [Period s h a ~ be deemed to be 25 (twenty
five ) years;:and ..' . . . I.
. .
. . . .
/ , ,
"Toll Pl ak1 means ti& stiuctur<s and barriers erected
near each o$ the two &ds.of the Project Highway for
the purposeyof regulating the-en* and exit of vehicles
in accordance with the provisions of this Agreement
and shall include all land, buiid,ings, equipment, and
other facilities required in./ iccordance with or
incidental to the p~vi si bni of thii Agreement;
, : I
Appointed Date. For the avoidance of doubt,
Additional Tollway does not include any
expressway or other toll road connecting,
inter alia, Km 100.000 and Km 166.725 of
Talegaon - Amravati section of NH-6 if the
length of such expressway or toll road
exceeds the length of the existing route
comprising the Project Highway by 20%
(twenty per cent) thereof.
(c)
if the Additional Tollwayis opened to
traffic between the 15th (fifteenth) and 2Znd
(twenty second) anniversary of the
Appointed Date, the Concessionaire shall be
entitled to an additional Concession Period,
which shall be equal in duration to the period
between the opening of the Additional
Tollway and the 22nd ( twenty second)
anniversary. For the avoidance of doubt, if
the Additional Tollway is opened on the 19th
(nineteenth) anniversary, the Concession
Period shall be deemed to be 25 (twenty five)
years; and
"Toll Pl&a" 'means thi Structures and
barriers erected on the Project Highway for
the of regulating the entry and exit
of vehicles in accordance with the provisions
of this Agreement and shall include all land,
buildings, equipment, and other fatilities
required in accordance with or incidentalto
'
chedrrles to Schedule W
nnilexed ns Annex A
I I
. :
. .
SCHEDULE -E
(See Clause 4.1.3)
Annex. A
APPLICABLE PERMITS
1 Applicable Permits
1.1 The Concessionaire shall obtain, as required under the Applicable Laws, the
following Applicable Permits on or before the Appointed Date, save and
except to the extent of a waiver granted by the Authority in accordance with
Clause 4.1.3 of the Agreement:
(a)
Permission of the State Government for extraction of boulders from
'luany;
@)
Permission of Village Panchayat and Pollution Control Board for
installation of crushers;
(c)
Licence for use of explosives;
(d) Permission of the State Government for drawing water from
riverlreservoir;
(e)
Licence from Inspector of factories or other competent authority for
setting up Batching Plant;
( f )
Clearance of Pollution Control Board for setting up Batching Plant;
(g)
Clearance of Village Panchayats and Pollution Control Board for
Asphalt Plant;
(h)
Permission of Village Panchayat and State Government for borrow
earth;
(i)
Permission of State Government for cutting of trees; and
(j)
Any other permits or clearances required under Applicable Laws.
1.2 Applicable Permits, as required, relating to environmental protection and
conservation shall have been procured by the Authority as a Condition
Precedent.
Four Laning of Talegaon-Amravati Section of NH-6 horn km
100.000 to km 166.725 (Length - loll 66.73) in the State of
Maharashtra under NHDP Phase I11 on DBFOT Basis
SCHEDULE -F
(See Clause 9.1)
PERFORMANCE SECURITY
The Chairman,
New Delhi
WHEREAS:
(A) .................... (the "Concessionaire") and the Chairman, National
Highways Authority of India (the "Authority") have entered into a
Concession Agreement dated ................. (the "Agreement") whereby the
Authority has agreed to the Concessionaire undertaking Four-Laning of the
Talegaon - Amravati section of National Highway No. 6 fkom km 100.000
to km 166.725 in the State of Maharashtra on design, build, finance,
operate and transfer ("DBFOT'? basis, subject to and in accordance with the
provisions of the Agreement.
(B)
The Agreement requires the Concessionaire to fumish a Performance
Security to the Authority in a sum of Rs. 2835 Crom (Rupees Twenty
Eight Crores and Thirty Five Lakhs) (the "Guarantee Amount") as
security for due and faithful performance of its obligations, under and in
accordance with the Agreement, during the Construction Period (as defined
in the Agreement).
...................... (C) We, ....................... through our Branch at (the
"Bank") have agreed to fumish this Bank Guarantee by way of Performance
Security.
NOW, THEREFORE, the Bank hereby, .mconditionaUy and irrevocably,
guarantees and affirms as follows:
1. The Bank hereby unconditionally and irrevocably guarantees the due and
faithful performance of the Concessionaire's obligations during the
Construction Period, under and in accordance with the Agreement, and
agrees and undertakes to pay to the Authority, upon its mere first written
demand, and without any demur, reservation, recourse, contest or protest,
and without any reference to the Concessionaire, such sum or sums upto an
aggregate sum of the Guarantee Amount as the Authority shall claim,
without the Authority being required to prove or to show gounds or reasons
for its demand andlor for the sum specified therein.
2. A letter from the Authority, under the hand of an Officer not below the rank
--.uP-ral Manager in the National Highways Authority of India, that the
' ~o&.esshpaire has committed default in the due and faithful performance of
all or'any'af its obligations under and in accordance with the Agreement
& shill be conFlusive, final and binding on the Bank. The Bank fu
'that the. Authority shall be the sole judge as to wh
, , ~ o " r . + i n ~ 'OF. Tale aoc-Amavati Section of NH-6 from km
1=::"1& hi;iw. (hng* - G."' in * state *
er NHDP Phase I11 on DBFOT Basis
Concessionaire is in default in due and faithful performance of its obligations
during the Conshuction Period under the Agreement and its decision that the
Concessionaire is in default shall be final, and binding on the Bank,
notwithstanding any differences between the Authority and the
Concessionaire, or any dispute between them pending before any court,
tribunal, arbitrators or any other authority or body, or by the discharge of the
Concessionaire for any reason whatsoever.
3. In order to give effect to this Guarantee, the Authority shall be entitled to act
as if the Bank were the principal debtor and any change in the constitution of
the Concessionaire and/or the Bank, whether by their absorption with any
other body or corporation or otherwise, shall not in any way or manner affect
the liability or obligation of the Bank under this Guarantee.
4. It shall not be necessary, and the Bank hereby waives any necessity, for the
Authority to proceed against the Concessionaire before presenting to the
Bank its demand under this Guarantee.
5. The Authority shall have the liberty, without affecting in any manner the
liability of the Bank under this Guarantee, to vary at any time, the terms and
conditions of the Agreement or to extend the time or period for the
compliance with, fulfilment and/ or performance of all or any of the
obligations of the Concessionaire contained in the Agreement or to postpone
for any time, and from time to time, any of the rights and powers exercisable
by the Authority against the Concessionaire, and either to enforce or fohear
from enforcing any of the terms and conditions contained in the Agreement
andlor the securities available to the Authority, and the Bank shall not be
released from its liability and obligation under these presents by any exercise
by the Authority of the liberty with reference to the matters aforesaid or by
' .reason of time being given to the Concessionaire or any other forbearance,
indulgence, act or omission on the part of the Authority or of any other
matter or thing whatsoever which under any law relating to sureties and
guarantors would but for this provision have the effect of releasing the Bank
from its liability and obligation under this Guarantee and the Bank hereby
waives all of its rights under any such law.
6. This Guarantee is in addition to and not in substitution of any other
guarantee or security now or which may hereafter be held by the Authority in
respect of or relating to the Agreement or for the fulfilment, compliance
and/or performance of all or any of the obligations of the Concessionaire
under the Agreement.
7. Notwithstanding anything contained hereinbefore, the liability of the Bank
under this Guarantee is restricted to the Guarantee Amount and this
Guarantee will remain in force for the period specified in paragraph 8 below
and unless a demand or claim in writing is made by the Authority on the
Bank under this Guarantee, not later than 6 (six) months from the date of
expig of this Guarantee, all rights of the Authority under this Guarantee
shall bikrfeited and the Bank shall be relieved from its liabilities hereunder.
~.~~
~. ,
ngth - km 66.73) in the State of
Phase UI on DBFOT Basis
Concessionaire shall have expended on Project construction an aggregate
sum not less than 20% (twenty per cent) of the Total Project Cost which is
deemed to be Rs. 113.40 cr. for the purposes of this Guarantee, and provided
the Concessionaire is not in breach of this Agreement. Upon request made by
the Concessionaire for release of the Performance Security alongwith the
particulars required hereunder, duly certified by a statutoty auditor of the
Concessionaire, the Authority shall release the Performance Security
forthwith.
9. The Bank undertakes not to revoke this Guarantee during its currency, except
with the previous express consent of the Authority in writing, and declares
and warrants that it has the power to issue this Guarantee and the
undersigned has full powers to do so on behalf of the Bank.
10.
Any notice by way of request, demand or othmvise hereunder may be sent
by post addressed to the Bank at its above referred Branch, which shall be
deemed to have been duly authorised to receive such notice and to effect
payment thereof forthwith, and if sent by post it shall be deemed to have
been given at the time when it ought to have been delivered in due course of
post and in proving such notice, when given by post, it shall be sufficient to
prove that the envelope containing the notice was posted and a certificate
signed by an officer of the Authority that the envelope was so posted shall be
conclusive.
11. This Guarantee shall come into force with immediate effect and shall remain
in force and effect for a period of one year or until it is released earlier by the
Authority pursuant to the provisions of the Agreement.
Signed and sealed this . .. . . . . . .. day of ... . . . . .'.:., 20.. . . . . . . . at . . . . . . . . ...
SIGNED, SEALED AND DELIVERED
For and on behalf of
the BANK by:
(Signature)
(Name)
(Designation)
(Code Number)
(Address)
NOTES:
(i)
The bank guarantee should contain the name, designation and code number of
,TliE?iT!k$s) signing the guarantee.
. ,.
\
r NHDP Phase 111on DBFOT Basis
SCHEDULE -G
(See Clause 12.1)
PROJECT COMPLETION SCHEDULE
1 Project Completion Schedule
During Construction Period, the Concessionaire shall comply with the
requirements set forth in this Schedule-G for each of the Project Milestones
and the Scheduled Four-Laning Date (the "Project Completion Schedule").
Within 15 (fifteen) days of the date of each Project Milestone, the
Concessionaire shall notify the Authority of such compliance alongwith
necessary particulars thereof.
2 Project Milestone-I
2.1 Project Milestone-I shall occur on the date falling on the 180th (one hundred
and eightieth) day from the Appointed Date (the "Project Miestone4").
2.2 Prior to the occurrence of Project Milestone-I, the Concessionaire shall have
commenced construction of the Project Highway and expended not less than
10% (ten per cent) of the total capital cost set forth in the Financial Package.
3 Projeet Milestone-II
3.1 Project Milestone-II shall occur on the date falling on the 400th (four
hundredth) day from the Appointed Date (the "Project Milestondl").
3.2 Prior to the occurrence of Project Milestone-11, the Concessionaire shall have
commenced consauction of all bridges, ROB, Flyovers and Underpasses and
expended not less than 35% (thirty five per cent) of the total capital cost set
forth in the Financial Package.
4 Project MilestondIl
4.1 Project Milestone-Ill shall occur on the date falling on the 650th (six
hundred and fiftieth) day from the Appointed Date (the "Project Milestone-
III").
4.2 Prior to the occurrence of Project Milestone-111, the Concessionaire shall
have commenced construction of all Project Facilities and expended not less
than 70% (Seventy per cent) of the total capital cost set forth in the F i c i a l
Package.
5 Scheduled Four-Laning Date
5.1 The Scheduled Four-Laning Date shall occur on the 910th (nine hundred and
from the Appointed Date.
the Scheduled Four-Laning Date, the Concessionaire
ur-Laning in accordance with this Agreement.
6 Extension of period
Upon extension of any or all of the aforesaid Project Milestones or the
Scheduled Four-Laning Date, as the case may be, under and in accordance
with the provisions of this Agreement, the Project Completion Schedule shall
be deemed to have been amended accordingly.
Four Laning of TalegaorrAmravati
100.000 to km 166.725 (Leneth -
Section of NH-6 from k m
k m 66.73) in the State of
Maharashtra under NHDP Ph& III on ~ ~ ~ 0 i ~ a s i s
SCHEDULE -H
(See Clause 12.3)
DRAWINGS
1 Drawings
In compliance of the obligations set forth in Clause 12.3 of this Agreement,
the Concessionaire shall furnish to the Independent Engineer, free of cost, all
Drawings listed in Annex-I of this Schedule-H.
2 Additional drawings
If the Independent Engineer determines that for discharging its duties and
functions under this Agreement, it requires any drawings other than those
listed in Annex-I, it may by notice require the Concessionaire to prepare and
furnish such drawings forthwith. Upon receiving a requisition to this effect,
the Concessionaire shall promptly prepare and furnish such drawings to the
Independent Engineer, as if such drawings formed part of Annex-I of this
Schedule-H.
Four Laning of Talegaor&mravati Sgtion of NH4 from km
1 W. m to km 166.725 (Length - lun 66.Z) in the State of
Maharashtra under NHDP Phase EI on DBFOT Basis
Annex - I
(Schedule-H)
List of Drawings
1. The Project Highway drawings, as defined in Clause 1.1, Definitions, Article 1.
Definitions and Interpretation, Part-l : Preliminary, of the Concession Agreement.
shall consist:
(a)
Working Drawings of all the components/elernents of the Project Highway as
determined by lndependent EngineerlNHAl, and
(b) As-built drawings for the Project Highway cornponentdekments as
determined by IEINHAI. As-built drawings shall be duly certified by
Independent Engineer.
2. A broad list of the drawings of the various componentslelements of the Project
Highway and project facilities required to be submitted by the Concessionaire is
given below:
(a)
Drawings of horizontal alignment, vertical profile and cross sections
(b)
Drawings of crms drainage woks
(c) Drawings of interchanges, major intersections, grade separators and
underpasses
(d)
Drawings of t dl plaza layout, toll collection systems and roadway near toll
plaza
(e) Drawings of Control Centre
(9
Drawings of bus-bay and bus shelters with furniture and drainage system
(g)
Drawing of a truck lay bye wilh furniture and drainage system
(h)
Drawings of road furniture items including traffic signage, markings, safety
barriers, etc.
(i)
Drawings of traffic diversion plans and traffic control measures
0)
Drawings of mad drainage measures
Drawings of typical details slope protection measures
ngs of landscaping and horticulture
wings of pedestrian crossings
wings of street lighting
LayouVConfiguration of HTMS
Four Laning of TalegaorrAmravati Section of NH-6 from km
10O.Wto km 166.725 (Length - km 66.73) in the State of
Maharashtra under NHDP Phase IIl on DBFOT Basis
(p) General arrangement of Base camp and Administrative Block
Four Laning of TalegaomAmravati Section of NH-6 fmm km
100.aM to km 166.725 (Length - k m 66.73) in the State of
9
Maharashtra under NHDP Phase Ill on DBFOT Basis
SCHEDULE -I
(See Clause 14.1.2)
TESTS
1 Schedule for Tests
1.1 The Concessionaire shall, not later than 30 (thirty) days prior to the likely
completion of Four-Laning, notify the Independent Engineer and the
Authority of its intent to subject the Project Highway to Tests, and not later
than 7 (seven) days prior to the actual date of Tests, furnish to the
Independent Engineer and the Authority detailed inventory and particulars of
all works and equipment forming part of Four-Laning.
1.2 The Concessionaire shall notify the Independent Engineer of its readiness to
subject the Project Highway to Tests at any time aAer 7 (seven) days from
the date of such notice, and upon receipt of such notice, the Independent
Engineer shall, in consultation with the Concessionaire, determine the date
and time for each Test and notify the same to the Authority who may
designate its representative to witness the Tests. The Independent Engineer
shall thereupon conduct the Tests itself or cause any of the Tests to be
conducted in accordance with Article 14 and this Schedule-I.
2 Tests
2.1 Visual and physical Test: The Independent Engineer shall conduct a visual
and physical check of Four-Laning to determine that all works and
equipment forming part thereof conform to the provisions of this Agreement.
2.2 Test drive: The Independent Engineer shall undertake a test drive of the
Project Highway by a Car and by a fully loaded Truck to determine that the
quality of service conforms to the provisions of the Agreement.
2.3 Riding quality Test: Riding quality of each lane of the carriageway shall be
checked with the help of a calibrated bump integrator and the maximum
permissible roughness for purposes of this Test shall be 1,800 (one thousand
and eight hundred) mm for each kilometre.
2.4 Pavement Composition Test: The thickness and composition of the pavement
structure shall be checked on a sample basis by digging pits to determine
conformity of such pavement structure with Specifications and Standards.
The sample shall consist of one pit in each direction of travel to be chosen at
;.-.rand~m in each stretch of 5 (five) kilometres of the Project Highway. The
'
. fit:p& for the sample shall be selected by the Independent Engineer through
an o&n,&w of lots and every fifth kilometre from such first pit shall form
for this pavement quality Test.
2.5 cross-&&tion Test: The cross-sections of the Project Highway'
'\.,
checked: o n a sample basis through physical measurement
, ..
, dim&Wons for determining the conformity thereof with Specifications
--.
Four LaninR of Tale~aon-Amravati Section of NH-6 from km
100.000 to "h 166.7% (Length - km 66.73) in the State of
Mahaashtra under NHDP Phase 111on DBFOT Basis
and Standards. For the road portion, the sample shall consist of one spot to
be selected at randonl in each stretch of 1 (one) kilometre of the Project
Highway. The first spot for the sample shall be selected by the Independent
Engineer through an open draw of lots and the spots located at every one
kilometre from such first spot shall form part of the sample. For the bridge
portion, one spot shall be selected at random by the Independent Engineer in
each span of the bridge.
2.6 Structural Test for bridges: All major and minor bridges constructed by the
Concessionaire shall be subjected to the Rebound Hammer and Ultrasonic
Pulse Velocity tests, to be conducted in accordance with the procedure
described in Special Report No. 17: 1996 of the IRC Highway Research
Board on Nondestructive Testing Techniques, at two spots in every span, to
be chosen at random by the Independent Engineer. Bridges with a span of 15
(fifteen) metres or more shall also be subjected to load testing.
2.7 Other Tests: The Independent Engineer may require the Concessionaire to
cany out or cause to be carried additional Tests, in accordance with Good
Industry Practice, for determining the compliance of the Project Highway
with Specifications and Standards.
2.8 Environmental audit: The Independent Engineer shall carry out a check to
determine conformity of the Project Highway with the environmental
requirements set forth in Applicable Laws and Applicable Permits.
2.9 Safety review: Safety audit of the Project Highway shall have been
undertaken by the Safety Consultant as set forth in Schedule-L, and on the
basis of such audit, the Independent Engineer shall determine conformity of
the Project Highway with the provisions of this Agreement.
3 Agency for conducting Tests
All Tests set forth in this Schedule-I shall be conducted by the Independent
Engineer or such other agency or person as it may specify in consultation
with the Authority.
4 Completion/Provisiona1 Certificate
Upon successful completion of Tests, the Independent Engineer shall issue
the Completion Certificate or the Provisional Certificate, as the case may be,
in accordance with the provisions of Article 14.
Four G i n g of Talegaan-Amravati Section of NH-6 from km
1W. W to km 166.725 (Length - km 66.73) in the State of
SCHEDULE -J
(See Clauses 14.2 & 14.3)
COMPLETION CERTIFICATE
1 I, ......................... (Name of the Independent Engineer), acting as
Independent Engineer, under and in accordance with the Concession
Agreement dated ............ (the "Agreement"), for Four-Laning of the
Talegaon - Amravati section (km 100.000 to km 166.725) of National
Highway No. 6 (the "Project Highway") on design, build, fmnce, operate
and transfer (DBFOT) basis, through ...................... (Name of
Concessionaire), hereby certify that the Tests specified in Article 14 and
Schedule-1 of the Agreement have been successfully undertaken to determine
compliance of the Project Highway with the provisions of the Agreement,
and I am satisfied that the Project Highway can be safely and reliably placed
in commercial service of the Users thereof.
2 It is certified that, in terms of the aforesaid Agreement, all works forming
part of Four-Laning have been completed, and the Project Highway is hereby
......... declared fit for entry into commercial operation on this the day of
......... 20 .....
the INDEPENDENT ENGINEER by:
(Signature)
(Name)
(Designation)
(Address)
Four Laning of Talegaon-Amravati Section of NH-6 from km
lCO.Wl to k m 166.725 (Length - km 66.73) in the State of
12
Maharashhm under NHDP Phase 111on DBFOT Basis
PROVISIONAL CERTIFICATE
1 I, ............................... (Name of the Independent Engineer), acting as
Agreement dated ................ (the "Agreement"), for Four-Laning of the
Talegaon - Amravati section (km 100.000 to km 166.725) of National
Highway No. 6 (the "Project Highwayn) on design, build, fmance, operate
and transfer (DBFOT) basis through .............................. (Name of
Concessionaire), hereby certify that the Tests specified in Article 14 and
Schedule-I of the Agreement have been undertaken to determine compliance
of the Project Highway with the provisions of the Agreement.
2 Construction Works that were found to be incomplete andlor deficient have
been specified in the Punch List appended hereto, and the Concessionaire has
agreed and accepted that it shall complete and/or rectify all such works in the
time and manner set forth in the Agreement. (Some of the incomplete works
have been delayed as a result of reasons attributable to the Authority or due
to Force Majeure and the Provisional Celtificate cannot be withheld on this
account. Though the remaining incomplete works have been delayed as a
result of reasons attributable to the concessionaire,)@ 1 am satisfied that
having regard to the nature and extent of such incomplete works, it would not
be prudent to withhold commercial operation of the Project Highway,
pending completion thereof.
3 . In view of the foregoing, I am satisfied that the Project Highway can be
safely and reliably placed in commercial service of the Users thereof, and in
terms of the Agreement, the Project Highway is hereby provisionally
............ declared fit for entry into commercial operation on this the day of
........... 20 ......
ACCEPTED, SIGNED, SEALED SIGNED, SEALED AND
AND DELIVERED DELIVERED
For and on behalf of For and on behalf of
INDEPENDENT ENGINEER
(Signature)
(Name and
Four bni ng of Talegaon-Amravati Section of NH-6 from km
lW.axl to km 166.725 (Length - km 66.73) in the State of
13
Mahamshtra under NHDP Phase lI1 on DBFOT Basis
(Address)
@ Strike out if not applicable.
(Address)
Four Laning of Talegao~Amravati Section of NH-6 from Irm
100.000 to lan 166.725 (Length - Irm 66.73) in the State of
14
Maharashtra under NHDPPhase nI on DBFOT Basis
SCHEDULE -K
(See Clause 17.2)
MAINTENANCE REQUIREMENTS
1 Maintenance Requirements
1.1 The Concessionaire shall, at all times, operate and maintain the Project
Highway in accordance with the provisions of the Agreement, Applicable
Laws and Applicable Permits. In particular, the Concessionaire shall, at all
times during the Operation Period, conform to the maintenance requirements
set forth in this Schedule-K (the "Maintenance Requirements").
1.2 The Concessionaire shall repair or rectify any defect or deficiency set forth
in Paragraph 2 of this Schedule-K within the time l i t specified therein and
any failure in this behalf shall constitute a breackof the Agreement. Upon
occurrence of any breach hereunder, the Authority shall be entitled to
recover Damages as set forth in Clause 17.8 of the Agreement, without
prejudice to the rights of the Authority under the Agreement, including
Termination thereof.
2 Repair/rectification of defects and deficieneies
The obligations of the Concessionaire in respect of Maintenance
Requirements shall include repair and rectification of the defects and
deficiencies specified in Annex - I of this Schedule - K within the time limit
set forth therein.
3 Other defects and deficiencies
3.1 In respect of any defect or deficiency not specified in Annex - I of this
Schedule-K, the Concessionaire sball undertake repair or rectification in
accordance with Good Industry Practice.
Schedule-K, the Independent Engineer may, in conformity with Good
Industry Practice, specify the permissible limit of deviation or deterioration
with reference to the Specifications and Standards, and any deviation or
deterioration beyond the permissible limit shall be repaired or rectified by
the Concessionaire within the time limit specified by the Independent
Engineer.
4. . - . -Qkension of time limit
. ~
. \
. ,.\
~o' *i t hsbdi n~ anything to the contrary specified in this Schedule-K, if the
nature &#extent of any defect or deficiency justifies more time for its
i .
&r ycti2qt10: ?an the time specified herein, the Concessionaire sha112
.,z6.&
, ent~tled~(f additional time in conformity with Good Industry Practice. Such
,;: 5,
addi f i y time shall be determined by the Independent Engineer and w:)
.,
conv9ed to the Concessionaire and the Authority with reasons thereof.
. - . '
, ,~,
e-
- ~ ~- .-
Four Laning of TalegaomAmravati Section of NH-6 from km
100.000 to km 166.725 (Length - km 66.73) in the State of
15
Maharashha under NHDP Phase 111on DBFOT Basis
5 Emergency repairslrestoration
Notwithstanding anything to the contrary contained in this Schedule-K, if
any defect, deficiency or deterioration in the Project Highway poses danger
to the life or property of the Users thereof, the Concessionaire shall promptly
take all reasonable measures for eliminating or minimizing such danger.
6 Daily Inspedion by the Concessionaire
The Concessionaire shall, through its engineer, undertake a daily visual
inspection of the Project Highway and maintain a record thereof in a register
to be kept in such form and manner as the Independent Engineer may
specify. Such record shall be kept in safe custody of the Concessionaire and
shall be open to inspection by the Authority and the Independent Engineer at
any time during offrce hours.
7 Divestment Requirements
All defects and deficiencies specified in this Schedule-K shall be repaired
and rectified by the Concessionaire so that the Project Highway conforms to
the Maintenance Requirements on the Transfer Date.
8 Display of Sehedule - K
The Concessionaire shall display a copy of this Schedule - K at the Toll
Plazas along with the Complaint Register stipulated in Article 46.
Four Laning of TalegaowAnuavati %tion of NH4 from km
l00.000 to bn 166.725 (Length - km 66.73) in the State of
Maharashtra under NHDP Phase 111on DBF(3T Basis
Annex - I
(Schedule-K)
RepairIRectification of Defects and Deficiencies
The Concessionaire shall repair and rectify the defects and deficiencies specified in
this Annex-I of Schedule-K within the time limit set forth herein.'
Nature of defect or deficiency
ROADS
(a) Carriageway and paved shoulders
(i) Breach or blockade
Time limit for
repair1 rectification
- Temporary1
restoration
of traffic within
24 hours; permanent
restoration within 15
days
(ii) Roughness value exceeding 2,500 mm in a stretch - 180 days
of 1 km (as measured by a standardised
roughometertbump integrator)
(iii) Pot holes - 48 hours
(iv) Cracking in more than 5% of road surface in a - 3Odays
stretch of 1 !an
(v) Rutting exceeding 10 mm in more than 2% of road - 30 days
surface in a stretch of 1 km (measured with 3 m
straight edge)
(vi) Bleeding/skidding - 7days
(vii) Ravelling/Stripping of bitumen surface exceeding - 15 days
8 .
(vui) ~ah@gee\to pavement edges exceeding 10 cm - 15 days
;...: : - 6hours
. .
, .~...,
(b) ,iIa<,@yirth shoulders, side slopes, drains and culverts
. . . .,
' ,-*~;.??
'MoSRTH may, in consultation with IRC, by order modify the values and periods specified herein;
% - , , ,
but such modification shall take effect only if it is included in the respective bidding documents.
.- :.-:~:,:-2'
Four Laning of TalegaorkAmravati Setion of NH-6 from h
1CQ.W to h 166.725 (Length - k m 66.73) in the State of
17
Maharashtra under NHDP Phase Ul on DBFm Basis
(i)
Variation by more than 2% in
the prescribed slope of cambedcross fall
(ii) Edge drop at shoulders exceeding 40 mm
(iii) Variation by more than 15%
in the prescribed side (embankment) slopes
(iv) Rain cuts/gullies in slope
(v) Damage to or silting of culverts and side
drains during and immediately preceding the rainy
season
(vi) Desilting of drains in
urbanlsemi-urban areas
- 30 days
- 7 days
- 30 days
- 7 days
- 7 days
- 48 hours
(c)
Road side furniture including road signs and pavement marking
(i) Damage to shape or position; - 48 hours
poor visibility or loss of retro-reflectivity
(d)
Street lighting and telecom (ATMS)
(i) Any major failure of the system - 24 hours
(ii) Faults and minor failures - Shows
(e) Trees and plantation
(i) Obstruction in a minimum head-room of 5 m - 24 hours
above carriageway or obstruction in visibility of
road signs
(ii) Deterioration in health of trees and bushes - Timely watering and
treatment
(iii) Replacement of trees and bushes - 90 days
(iv) Removal of vegetation affecting sight line and - 15 days
road structures
. .
- Every4 ho
-
Four Laning of Talegaon-Amravati Section of NH-6 from k m
1 W. W to km 166.725 (Length - km 66.73) in the State of
18
Maharashha under NHDP Phase III on DBFOT Basis
(ii) Defects in electrical, water and sanitary - 24 hours
installations
(g) Toll plazas
(i) Failure of toll collection equipment or lighting - 8hours
(ii) Damage to toll plaza - 7days
(b) Other Project Facilities and Approach roads
(i) Damage or deterioration in Approach Roads, - - 15days
[pedestrian facilities, truck lay-bys, bus-bays, bus-
shelters, cattle crossings, Traff~c Aid Posts,
Medical Aid Posts and other works]
BRIDGES
(a) Superstructure of bridges
(i) Cracks
Temporary measures
Permanent measures
(ii) Spalling/scaling
- within 48 hours
- withim45 days
- 15 days
(b) Foundations of bridges
(i) sco&rig andlor cavitation - 15 days
(c) Piers, abutments, return walls and wing walls of bridges
(i) Cracks and damages including
settlement and tilting
- 30 days
(d) Bearings (metallic) of bridges
(i) Deformation - 15 days
(e) Joints in bridges
. . .-
. , .
(i) : ~oos e hi n~ and malfunctioning of joints - 15days
. . :A
s relating t o bridges
of pads in elastomeric bearings - 7 days
. , : . , .
\., .*
. .. .
, . . ..*- . / ' <
Four Laning of Talegaon-Amravati kt i on of NH-6 from km
100.WO to km 166.725 (Length - km 66.73) in the State of
19
(ii) Gathering of dirt in bearings and joints; or - 3 days
clogging of spouts, weep holes and vent-holes
(iii) Damage or deterioration in parapets and handrails - 3 days
(iv) Rain-cuts or erosion of banks of the side slopes of - 15 days
approaches
(v) Damage to wearing coat - 15 days
(vi) Damage or deterioration in approach slabs, - 30 days
pitching, apron, toes, floor or guide bunds
(vii) Growth of vegetation affecting the structure or - 15 days
obstructing the waterway
Four Laning of Talegaon-Amravati Section of NH4 from km
1W.000 to km 166.725 (Length - km 66.73) in the State of
Maharashtra under NHDP Phase 111 on DBFOT Basis
SCHEDULE -L
(See Clause 18.1 .I)
SAFETY REQUIREMENTS
1 Guiding principles
1.1 Safety Requirements aim at reduction in injuries, loss of life and damage to
property resulting from accidents on the Project Highway, irrespective of the
person@) at fault.
1.2 Users of the Project Highway include motorised and non-motorised vehicles
as well as pedestrians and animals involved in, or associated with accidents.
Vulnerable Road Users (VRU) include pedestrians as well as riders of
motorised two-wheelers, bicycles and other vehicles which do not provide
adequate occupant protection.
1.3 Safety Requirements apply to all phases of construction, operation and
maintenance with emphasis on identification of factors associated with
accidents, consideration of the same, and implementation of appropriate
remedial measures.
1.4 Safety Requirements include measures associated with traffic management
and regulation such as road signs, pavement marking, traffic control devices,
roadside furniture, highway design elements, enforcement and emergency
response.
2 Obligations of the Concessionaire
The Concessionaire shall abide by the following insofar as they relate to
safety of the Users:
(a)
Applicable Laws and Applicable Permits;
@)
Manual for Safety in Road Design, issued by MOSRTH;
(c) relevant Standards/Guidelines of IRC relating to safety, road
geometrics, bridges, culverts, road signs, pavement marking and
roadside furniture;
\
ions of this Agreement; and
Industry Practice.
nt of Safety Consultant
For carrying out safety audit of the Project Highway under and in
Four Laning of Ta!egaon-Amravati Section of NH-6 horn km
l ~ . ~ to km 166.725 (Length - km 66.73) in the State of
21
accordance with this Schedule-L, the Authority shall appoint from time to
time, one or more qualified firms or organisations as its consultants (the
"Safety Consultant"). The Safety Consultant shall employ a team
comprising, without limitation, one road safety expert and one traffic planner
to undertake safety audit of the Project Highway.
4 Safety measures during Development Period
4.1 Not later than 90 (ninety) days from the date of this Agreement, the
Authority shall appoint a Safety Consultant for carrying out safety audit at
the design stage of the Project. The Safety Consultant shall collect data on all
fatal crashes and other road accidents which occurred on the Project
Highway in the preceding two years by obtaining copies of the relevant First
Information Reports (FIRS) from the police stations having jurisdiction. The
information contained in such FIRS shall be summarised in the form
prescribed by IRCIMOSRTH for this purpose and the data shall be analysed
for the type of victims killed or injured, impacting vehicles, location of
accidents and other relevant factors.
4.2 The Concessionaire shall provide to the Safety Consultant, in four copies, the
relevant drawings containing the design details that have a bearing on safety
of Users (the "Safety Drawings'?. Such design details shall include
horizontal and vertical alignments; sightlines; layouts of intersections;
interchanges; road cross-section; bridges and culverts; side drains; provision
for parked vehicles, slow moving vehicles (tractors, bullock carts, bicycles)
and pedestrians; bus bays; truck lay-bys; and other incidental or
consequential information. The Safety Consultant shall review the design
details and forward three copies of the Safety Drawings with its
recommendations, if any, to the Independent Engineer who shall record its
comments, if any, and forward one copy each to the Authority and the
Concessionaire.
4.3 The accident data and the design details shall be compiled, analysed and
used by the Safety Consultant for evolving a package of recommendations
consisting of safety related measures for the Project Highway. The safety
audit shall be completed in a period of three months and a report thereof (the
"Safety Report") shall be submitted to the Authority, in five copies. One
copy each of the Safety Report shall be forwarded by the Authority to the
Concessionaire and the Independent Engineer forthwith.
4.4 The Concessionaire shall endeavour to incorporate the recommendations of
the ~ a f e & j o r t in the design of the Project Highway, as may reasonably be
Applicable Laws, Applicable Permits, Manuals
and IRC, Specifications and Standards, and
If the Concessionaire does not agree with any
it shall state the reasons thereof and
forthwith. In the event that any or all of
in the Safety Report fall beyond the scope of
, Schedule-C or Schedule-D, the Concessionaire shall make a
lOO.Cxll to km 166.725 (Length - km 66.73) in the State of
Maharashka under NHDP Phase U1 on DBFCYC Basis
report thereon and seek the instructions of the Authority for funding such
works in accordance with the provisions of Article 18.
4.5 Without prejudice to the provisions of Paragraph 4.4, the Concessionaire and
the Independent Engineer shall, within 15 (fifteen) days of receiving the
Safety Report, send their respective comments thereon to the Authority, and
not later than 15 (fifteen) days of receiving such comments, the Authority
shall review the same alongwith the Safety Report and by notice direct the
Concessionaire to cany out any or all of the recommendations contained
therein with such modifications as the Authority may specify; provided that
any works or services required to be undertaken hereunder shall be governed
by the provisions of Article 18.
5 Safety measures during Construction Period
5.1 A Safety Consultant shall be appointed by the Authority, not later than 4
(four) months prior to the expected Project Completion Date, for carrying out
a safety audit of the completed Construction Works.
5.2 The Safety Consultant shall collect and analyse the accident data for the
preceding two years in the manner specified in Paragraph 4.1 of this
Schedule-L. It shall study the Safety Report for the Development Period and
inspect the Project Highway to assess the adequacy of safety measures. The
Safety Consultant shall complete the safety audit withm a period of 4 (four)
months and submit a Safety Report recommending a package of additional
mad safety measures, if any, that are considered essential for reducing
accident hazards on the Project Highway. Such recommendations shall be
processed, mutatis mutandis, and acted upon in the manner set forth in
Paragraphs 4.3,4.4 and 4.5 of this Schedule-L.
5.3 The Concessionaire shall make adequate arrangements during the
Construction Period for the safety of workers and road Users in accordance
with the guidelines of IRC for safety in construction zones, and notify the
Authority and the Independent Engineer about such arrangements.
6 Safety measures during Operation Period
6.1 The Concessionaire shall develop, implement and adnunister a surveillance
and safety programme for Users, including correction of safety violations
and deficiencies and all other actions necessary to provide a safe
enviro-nment in accordance with this Agreement.
'\\
6.2 The C&?BS ionaire shall establish a Highway Safety
"HS&IXJ"$ ;t be functional on and after COD, and designate
spfticeis tb.ii \ in-charge of the HsMu. such officer shall
training in road safety and traffic engineering by having
conducted by a reputed organisation on the
Feu Laning of TalegaorrAmravati Section of NH-6 from km
1W.W to h 166.725 (Length - km 66.73) in the State of
23
6.3 The Concessionaire shall keep a copy of every FIR recorded by the Police
with respect to any accident occurring on the Project Highway. In addition,
the Concessionaire shall also collect data for all cases of accidents not
recorded by the Police but where a vehicle rolled over or had to be towed
away. The information so collected shall be summarised in the form
prescribed by IRC/ MOSRTH for this purpose. The Concessionaire shall also
record the exact location of each accident on a road map. The aforesaid data
shall be submitted to the Authority at the conclusion of every quarter and to
the Safety Consultant as and when appointed.
6.4 The Concessionaire shall submit to the Authority before the 3 1st (thlrty first)
May of each year, an annual report (in ten copies) containing, without
limitation, a detailed listing and analysis of all accidents of the preceding
Accounting Year and the measures taken by the Concessionaire pursuant to
the provisions of Paragraph 6.1 of this Schedule-L for averting or minimising
such accidents in future.
6.5 Once in every Accounting Year, a safety audit shall be carried out by the
Safety Consultant to be appointed by the Authority. It shall review and
analyse the annual report and accident data of the preceding year, and
undertake an inspection of the Project Highway. The Safety Consultant shall
complete the safety audit within a period of 1 (one) month and submit a
Safety Report recommending specific improvements, if any, required to be
made to the road, bridges, culverts, markings, signs, road furniture and
Project Facilities, including cattle crossings and pedestrian crossings. Such
recommendations shall be processed, mutatis mutandis, and acted upon in
the manner set forth in Paragraphs 4.3,4.4 and 4.5 of this Schedule-L.
7 Costs and expenses
Costs and expenses incurred in connection with the Safety Requirements set
forth herein, including the provisions of Paragraph 2 of this Schedule, shall
be met in accordance with Article 18, and in particular, the remuneration of
the Safety Consultant, safety audit, and costs incidental thereto, shall be met
out of the Safety Fund.
Four Laning of Talegaoc-Amvati Section of NH-6 from km
SCHEDULE -M
(See clausel9.5)
MONTHLY FEE STATEMENT
Note 1: The above statement does not include Local Users and vehicles travelling on
Passes -' .
=\
',
for Passes have been prepared separately in the
' .
Four Laning of TalegaowAmravati Section of NH-6 from km
1Nl.W to roll 166.725 (Length - km 66.73) in the State of
SCHEDULE -N
(See Clause22.1)
WEEKLY TRAFFIC CENSUS
Project Highway: Talegaon - Amravati Week ending:
26
WEEKLY REPORT FOR WEIGH STATIONS
Project Highway: Talegaon - Amravati Week ending:
Note: Sample size shall not be less than 200 trucks per week and 20 trucks per day,
and should include a proportionate number of Multi-axle Trucks.
Remarks, if any:
: >.
Four Laning of Talegaon-Amravati Section of NH6 from h
1W.OOC to k m 166.725 (Lenglh - k m 66.73) in the State of
27
SCHEDULE 4
(See Clause 22.3.1)
TRAFFIC SAMPLING
1 Traffic sampling
The Authority may, in its discretion and at its own cost, undertake traffic
sampling, pursuant to Clause 22.3, in order to determine the actual traffic on
the Project Highway. Such traffic sampling shall be undertaken through the
Independent Engineer in the manner set forth below.
2 Manual t rafi c count
The Independent Engineer shall employ the required number of enumerators
who shall count, classify and record all the vehicles as they pass by, and
divide the survey into futed time periods. The count stations shall be located
near the Toll Plazas on a straight section of the road with good visibility. The
s we y shall be conducted continuously for a minimum of 24 (twenty four)
hours and maximum of 7 (seven) days at a time. The count period shall be 15
(fifteen) minutes with results summarised hourly.
3 Automatic traffic count
For automatic traffic count to be conducted on intermittent (non-continuous)
basis, the Independent Engineer shall use suitable and standardised
equipment to classify and record the range of vehicles passing through the
Toll Plazas. For this purpose, the counter shall be checked with at least 100
(one hundred) vehicles, including all major vehicle types, over a range of
speeds to ensure that all vehicles are being counted and classified correctly.
4 Variation between manual and automatic count
Average Daily Traff~c (ADT) for each type of vehicle shall be determined
separately by the aforesaid two methods and in the event that the number of
vehicles in any category, as counted by the manual method, varies by more
than 1% (one per cent) of the number of such vehicles as counted by the
automatic method, the manual and automatic count of such category of
vehicles shall be repeated, and in the event of any discrepancy between the
two counts in the second enumeration, the average thereof shall be deemed to
be the actual traffic. For the avoidance of doubt, it is expressly agrecd that
the Authority may, in consultation with the Concessionaire, adopt modified
or alternative processes of traffic sampling for improving the reliability of
,. .
such sampling. , ~.
SCHEDULE -P
(See Clause 23.1)
SELECTION OF INDEPENDENT ENGINEER
1 Selection of Independent Engineer
1.1 The provisions of Part I1 of the Standard Bidding Documents for
Consultancy Assignments: Time Based (Volume V) issued by the Ministry
of Finance, GO1 in July, 1997 or any substitute thereof shall apply, mutatis
mutandis, for invitation of bids and evaluation thereof save as othenvise
provided herein.
1.2 The Authority shall invite expressions of interest from consulting
engineering firms or bodies corporate to undertake and perform the duties
and functions set forth in Schedule-Q and thereupon shortlist 10 (ten)
qualified firms in accordance with pre-determined criteria. The Authority
shall convey the aforesaid list of firms to the Concessionaire for scrutiny and
comments, if any. The Concessionaire shall be entitled to scrutinise the
relevant records of the Authority to ascertain whether the selection of firms
has been undertaken in accordance with the prescribed procedure and it shall
send its comments, if any, to the Authority within 15 (fifteen) days of
receiving the aforesaid list of f ms . Upon receipt of such comments, if any,
the Authority shall, after considering all relevant factors, finalise and
constitute a panel of 10 (ten) firms (the "Panel of Firms") and convey its
decision to the Concessionaire.
1.3 The Authority shall invite the aforesaid f m s in the Panel of Firms to submit
their respective technical and fmancial offers, each in a separate sealed
cover. All the technical bids so received shall be opened and pursuant to the
evaluation thereof, the Authority shall shortlist 3 (three) eligible firms on the
basis of their technical scores. The financial bids in respect of such 3 (three)
firms shall be opened and the order of priority as among these firms shall be
determined on the basis of a weighted evaluation where technical and
fmancial scores shall be assigned respective weights of 80:20.
2 Fee and expenses
2.1 In determining the nature and quantum of duties and services to be
performed by the Independent Engineer during the Development Period and
Construction Period, the Authority shall endeavour that payments to the
Engineer on account of fee and expenses do not exceed 2%
. ' , - i f & :p -.
L:.
, : ..
er cent) of the Total Project Cost. Payments not exceeding such 2%
, ! ;~, " .(two" per cent) shall be bome equally by the Authority and the
Concess~onaire in accordance with the provisions of this Agreement and wy
$yn~ent s in excess thereof shall bc borne entirely by the Authority. ..A ..
. A
'7
3.2 The nature and quantum of duties and services to be by the
, . . l&pendent Engineer during the Operation Period shall be d ~ e ned 3b
-.* ik-Xii&ority in conformity with the provisions of this Agwe.^e%oa6a
1w.W to km 166.725 (Length - km 66.73) in the State of
29
Maharashba under NHDP Phase 111on DBFOT Basis
with due regard for economy in expenditure. All payments made to the
Independent Engineer on account of fee and expenses during the Operation
Period, shall be borne equally by the Authority and the Concessionaire.
3 Constitution of fresh panel
Not later than three years from the date of this Agreement, and every three
years thereafter,. the Authority shall prepare a fresh panel of firms in
accordance with the criteria set forth in this Schedule-P; provided that the
Authority may, at any time, prepare a fresh panel with prior written consent
of the Concessionaire.
4 Appointment of government entity as Independent Engineer
Notwithstanding anything to the contrary contained in this Schedule, the
Authority may in its discretion appoint a govemment-owned entity as the
Independent Engineer; provided that such entity shall be a body corporate
having as one of its primary function the provision of consulting, advisory
and supervisory services for engineering projects; provided that a
govenunent-owned entity which is owned or controlled by the Authority
andlor MoSRTH shall not be eligible for appointment as Independent
Engineer.
Four Laning of Talegaon-Amravati Section of NH4 from km
10O.MO to km 166.725 (Length - k m 66.73) in the State of
Maharashha under NHDP Phase I11 on DBFOT Basis
SCHEDULE -Q
(See Clause 23.2.1)
TERMS OF REFERENCE FOR INDEPENDENT ENGINEER
1 Scope
1.1 These Terms of Reference for the Independent Engineer (the "TOR") are
............... being specified pursuant to the Concession Agreement dated
(the "Agreement"), which has been entered into between the Authority and
..................... (the "Concessionaire") for Four-Laning of the Talegaon -
Amravati section (km 100.000 to km 166.725) of National Highway No. 6
in the State of Maharashtra on design, build, finance, operate and transfer
(DBFOT) basis, and a copy of which is annexed hereto and marked as
Annex-A to form part of this TOR.
1.2 This TOR shall apply to construction, operation and maintenance of the
Four-Lane Project Highway.
2 Definitions and interpretation
2.1 The words and expressions beginning with or in capital letters used in this
TOR and not defined herein but delined in the Agreement shall have, unless
repugnant to the context, the meaning respectively assigned to them in the
Agreement.
2.2 References to Articles, Clauses and Schedules in this TOR shall, except
where the context otherwise requires, be deemed to be references to the
Articles, Clauses and Schedules of the Agreement, and references to
Paragraphs shall be deemed tb be references to Paragraphs of this TOR.
2.3 The mles of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the
Agreement shall apply, mutatis mutandis, to this TOR.
3 Role and functions of the Independent Engineer
3.1 The role and functions of the Independent Engineer shall include the
following:
(i)
review of the Drawings and Documents as set forth in Paragraph 4;
( ~i )
review, inspection and monitoring of Construction Works as set forth
.--- -- in Paragraph 5;
(iii) conducting Tests on completion of construction
Completion/ Provisional Certificate as set forth in
, ,
(iv)
review, inspection and monitoring of O&M as
6;~
\, ,. ' . ~
- . ,
. . . . 4. . . "
l<b&-&view, inspection and monitoring of Divestment Requirements
-''
Four Laning of TalegaonAmravati Section of NH-5 from km
31
as set forth in Paragraph 7;
(vi)
determining, as required under the Agreement, the costs of wy works
or services andlor their reasonableness;
(vii)
determining, as required under the Agreement, the period or any
extension thereof, for performing any duty or obligation;
(viii) assisting the Parties in resolution of disputes as set forth in Paragraph
9; and
(ix) undertaking all other duties and functions in accordance
with the Agreement.
3.2 The Independent Engineer shall discharge its duties in a fair, impartial and
efficient manner, consistent with the highest standards of professional
integrity and Good Industry Practice.
4 Development Period
4.1 During the Development Period, the Independent Engineer shall undertake a
detailed review of the Drawings to be furnished by the Concessionaire along
with supporting data, including the geo-technical and hydrological
investigations, characteristics of materials from borrow areas and quarry
sites, topographical surveys and traffic surveys. The Independent Engineer
shall complete such review and send its comments/observations to the
Authority and the Concessionaire withii 15 (fifteen) days of receipt of such
Drawings. In particular, such comments shall specify the conformity or
otherwise of such Drawings with the Scope of the Project and Specifications
and Standards.
4.2 The Independent Engineer shall review any modified Drawings or
supporting Documents sent to it by the Concessionaire and fumish its
comments within 7 (seven) days of receiving such Drawings or Documents.
4.3 The Independent Engineer shall review the Drawings sent to it by the Safety
Consultant in accordance with Schedule-L and furnish its comments thereon
to the Authority and the Concessionaire within 7 (seven) days of receiving
such Drawings. The Independent Engineer shall also review the Safety
Report and furnish its comments thereon to the Authority within 15 (fifteen)
days of receiving such report.
4.4 The Independent Engineer shall review the detailed design, construction
methodology, quality assurance procedures and the procurement,
engineering and construction time schedule sent to it by the Concessionai~$~,-*..
+ n d furnish its comments within 15 (fifteen) days of receipt thereof.
,. .,.* ' .'..,: ,G:.i,,\ "".
b
4.5 &on refererice by the Authority, the Independent Engineer shall review and
commeq qh the EPC Contract or any other contract for cons$ction,
d maintenance of the Project Highway, and furnish its
days from receipt of such reference from the Authority.
32
5.7 The timing of tests referred to in Paragraph 5.5, and the criteria for
acceptance1 rejection of their results shall be determined by the Independent
Engineer in accordance with the Quality Control Manuals. The tests shall be
undertaken on a random sample basis and shall be in addition to, and
independent of, the tests that may be carried out by the Concessionaire for its
own quality assurance in accordance with Good Industry Practice.
5.8 In the event that the Concessionaire carries out any remedial works for
removal or rectification of any defects or deficiencies, the Independent
Engineer shall require the Concessionaire to carry out, or cause to be carried
out, tests to determine that such remedial works have brought the
Construction Works into conformity with the Specifications and Standards,
and the provisions of this Paragraph 5 shall apply to such tests.
5.9 In the event that the Concessionaire fails to achieve any of the Project
Milestones, the Independent Engineer shall undertake a review of the
progress of construction and identify potential delays, if any. If the
Independent Engineer shall determine that completion of the Project
Highway is not feasible within the time specified in the Agreement, it shall
require the Concessionaire to indicate within 15 (fifteen) days the steps
proposed to be taken to expedite progress, and the period within which the
Project Completion Date shall be achieved. Upon receipt of a report from the
Concessionaire, the Independent Engineer shall review the same and send its
comments to the Authority and the Concessionaire forthwith.
5.10 If at any time during the Construction Period, the Independent Engineer
determines that the Concessionaire has not made adequate arrangements for
the safety of workers and Users in the zone of construction or that any work
is being carried out in a manner that threatens the safety of the workers and
the Users, it shall make a recommendation to the Authority forthwith,
identifying the whole or part of the Construction Works that should be
suspended for ensuring safety in respect thereof.
5.1 1 In the event that the Concessionaire carries out any remedial measures to
secure the safety of suspended works and Users, it may, by notice in writing,
require the Independent Engineer to inspect such works, and within 3 (three)
days of receiving such notice, the Independent Engineer shall inspect the
suspended works and make a report to the Authority forthwith,
recommending whether or not such suspension may be revoked by the
Authority.
Works is for reasons not attributable to the
the Independent Engineer shall determine the extension of
in the Project Completion Schedule, to which the
Concessionaire is reasonably entitled, and shall notify the Authority and the
shall carry out, or cause to be camed
in Schedule-1 and issue a Completion
as the case may be. For carrying
under this Paragraph 5.13 and all matters incidental
100.WO to lon 166.725 (Length - km 66.73) in the State of
Independent Engineer shall act under and in accordance with the provisions
of Article 14 and Schedule-I.
5.14 Upon reference from the Authority, the Independent Engineer shall make a
fair and reasonable assessment of the costs of providing information, works
and services as set forth in Article 16 &d certify the reasonableness of such
costs for payment by the Authority to the Concessionaire.
5.15 The Independent Engineer shall aid and advise the Concessionaire in
preparing the Maintenance Manual.
6 Operation Period
6.1 In respect of the Drawings, Documents and Safety Report received by the
Independent Engineer for its review and comments during the Operation
Period, the provisions of Paragraph 4 shall apply, mutatis mutandis.
6.2 The Independent Engineer shall review the annual Maintenance Programme
furnished by the Concessionaire and send its comments thereon to the
Authority and the Concessionaire within IS (fifteen) days of receipt of the
Maintenance Programme.
6.3 The Independent Engineer shall review the monthly status report furnished
by the Concessionaire and send its comments thereon to the Authority and
the Concessionaire within 7 (seven) days of receipt of such report.
6.4 The Independent Engineer shall inspect the Project Highway once every
month, preferably after receipt of the monthly status report from the
Concessionaire, but before the 20th (twentieth) day of each month in any
case, and make out an O&M Inspection Report setting forth an overview of
the status, quality and safety of O&M including its conformity with the
Maintenance Requirements and Safety Requirements. In a separate section of
the O&M Inspection Report, the Independent Engineer shall describe in
reasonable detail the lapses, defects or deficiencies observed by it in O&M
of the Project Highway. The Independent Engineer shall send a copy of its
O&M Inspection Report to the Authority and the Concessionaire withii 7
(seven) days of the inspection.
6.5 The Independent Engineer may inspect the Project Highway more than once
in a month, if any lapses, defects or deficiencies require such inspections.
6.6 The Independent Engineer shall in its O&M Inspection Report specify the
. - tests, if any, that the Concessionaire shall cany out, or cause to be carried
_I, ,
. . '
out, for the purpose of determining that the Project Highway is in conformity
. with the Maintenance Requirements. It shall monitor and review the results
f such tests and the remedial measures, if any, taken by the Concessionaire
-in tlys behalf.
or deficiency referred to in Paragraph 3
Engineer shall, in conformity with G
permissible limit of deviation or deterioratio
Four Laning of TalegaorrAmravati k t i o n of NH-6 from km
l~.OlB to km 166.725 (Length - lan 66.73) in the Skte of
35
reference to the Specifications and Standards and shall also specify the time
limit for repair or rectification of any deviation or deterioration beyond the
permissible limit.
6.8 The Independent Engineer shall determine if any delay has occurred in
completion of repair or remedial works in accordance with the Agreement,
and shall also determine the Damages, if any, payable by the Concessionaire
to the Authority for such delay.
6.9 The Independent Engineer shall examine the request of the Concessionaire
for closure of any lane(s) of the caniageway for undertaking
maintenancetrepair thereof, keeping in view the need to minimise disruption
in traffic and the time required for completing such maintenancelrepair in
accordance with Good Industry Practice. It shall grant permission with such
modifications, as it may deem necessary, within 3 (three) days of receiving a
request from the Concessionaire. Upon expiry of the permitted period of
closure, the Independent Engineer shall monitor the reopening of such
lane(s), and in case of delay, determine the Damages payable by the
Concessionaire to the Authority under Clause 17.7.
6.10 The Independent Engineer shall monitor and review the curing of defects and
deficiencies by the Concessionaire as set forth in Clause 19.4.
6.1 1 In the event that the Concessionaire notifies the Independent Engineer of any
modifications that it proposes to make to the Project Highway, the
Independent Engineer shall review the same and send its comments to the
Authority and the Concessionaire withii 15 (fifteen) days of receiving the
proposal.
6.12 . The Independent Engineer shall undertake traffic sampling, as and when
required by the Authority, under and in accordance with Article 22 and
Schedule-0.
7 Termination
7.1 At any time, not earlier than 90 (ninety) days prior to Termination but not
later than 15 (fifteen) days prior to such Termination, the Independent
Engineer shall, in the presence of a representative of the Concessionaire,
inspect the Project Highway for determining compliance by the
Concessionaire with the Divestment Requirements set forth in Clause 38.1
and, if required, cause tests to be carried out at the Concessionaire's cost for
determining such compliance. If the ~ndependedt Engineer determines that
Highway is such that its repair and rectification
amount than the sum set forth in Clause 39.2, it shall
the required amount in the Escrow Account and the
od of retention thereof.
Engineer shall inspect the Project Highway once
days during a period of 90 (nincty) days after Termin
the liability of the Concessionaire under Article 39, in re
fects or deficiencies specified therein. If any sl~ch defect
36
Maharash- under NHDP Phase III on DBFOT Basis
deficiency is found by the Independent Engineer, it shall make a report in
reasonable detail and send it forthwith to the Authority and the
Concessionaire.
8 Determination of costs and time
8.1 The Independent Engineer shall determine the costs, andlor their
reasonableness, that are required to be determined by it under the
Agreement.
8.2 The Independent Engineer shall determine the period, or any extension
thereof, that is required to be determined by it under the Agreement.
9 Assistance in Dispute resolution
9.1 When called upon by either Party in the event of any Dispute, the
Independent Engineer shall mediate and assist the Parties in arriving at an
amicable settlement
9.2 In the event of any disagreement between the Parties regarding the meaning,
scope and nature of Good Industry Practice, as set forth in any provision of
the Agreement, the Independent Engineer shall specify such meaning, scope
and nature by issuing a reasoned written statement relying on good industry
practice and authentic literature.
10 Other duties and functions
The Independent Engineer shall perform all other duties and functions
specified in the Agreement.
11.1 The Independent Engineer shall notify its programme of inspection to the
Authority and to the Concessionaire, who may, in their discretion, depute
their respective representatives to be present during the inspection.
11.2 A copy of all communications, comments, instructions, Drawings or
Documents sent by the Independent Engineer to the Concessionaire pursuant
to this TOR, and a copy of all the test results with comments of the
Independent Engineer thereon shall be furnished by the Independent
Engineer to the Authority forthwith.
11.3
The .Independent Engineer shall obtain, and the Concessionaire shall furnish
in two co& thereof, all communications and reports required to be
Agreement, by the Concessionaire to the Independent
the Independent Engineer shall send one of the copies
with its comments thereon.
shall retain at least one copy each of all D
it, including 'as-built' Drawings, and
m 1
100.W to km 166.725 (length - km 66.73) in the State of
37
Maharashha under NHDPPhase UI on DBFOT Basis
11.5 Upon completion of its assignment hereunder, the Independent Engineer
shall duly classify and list all Drawings, Documents, results of tests and
other relevant records, and hand them over to the Authority or such other
person as the Authority may specify, and obtain written receipt thereof. Two
copies of the said documents shall also be furnished in micro film form or in
such other medium as may he acceptable to the Authority.
l ..
Four Laning of TalegaorrA-vati Section of NH-6 from loll
100.000 to h 166.725 (Length - km 66.73) in the State of
38
Maharashha under NHDP Phase Ill on DBFOT Basis
SCHEDULE -R
(See Clause 27.1.1)
FEE NOTIFICATION
MINISTRY OF SHIPPING, ROAD TRANSPORT AND HIGHWAYS
(Department of Road Transport and Highways)
NOTIFICATION
New Delhi, the ...... 20...
S.O. .............. Whereas, by the notification of the Government of India
in the Ministry of Shipping, Road Transport and Highways, number *****
dated the *****, issued under section 11 of the National Highways Authority
of India Act, 1988 (68 of 1988), the Central Government has entrusted the
section of national highway fiom km 100.000 to km 166.725 (Talegaon -
Amravati Section) of National Highway No. 6 in the state of Maharashtra
to the National Highways Authority of India (hereinafter referred to as the
"Authority'~;
And Whereas, pursuant to the provisions of section14 of the said Act,
...... the Authority has entered into an agreement with ............, having its
Registered Office at .......................... (hereinafter referred to as
"Concessionaire") for the development of the Talegaon - Amravati section
from km 100.000 to km 166.725 (hereinafter referred to as the said section)
of the national highway No. 6 on Design, Build, Finance, Operate and
Transfer (DBFOT) basis;
Now, therefore, in exercise of the powers conferred by section 8A of
the National Highways Act, 1956 (48 of 1956), read with Rule 3 of the
National Highways Fee (Determination of Rates and Collection) Rules, 2008,
the Central Government, having regard to the expenditure involved in
building, maintenance, management and operation of the said section of the
said national highway, interest on the capital invested, reasonable return, the
volume of traffic and the period of said agreement between the Authority and
the Concessionaire, hereby notifies that there shall be levied and collected fees
cal vehicles for the use of the stretch from km 100.000 t
100.000 to km 166.m (Length - km 66.73) in the State of
39
Maharashha under NHDP Phase IIl on DBFOT Basis
in accordance with the said Rules and the provisions of the aforesaid
agreement.
The fee levied and collected hereunder shall be due and payable at
the following Toll Plaza for the distance specified for such Toll Plaza:
-
In addition to above, the levied and collected hereunder for the
permanent bridge/bypass/tunnel specified below shall be due and payable at
the following Toll Plaza:
Length (in km) for which Fee
payable.
49.30 Km
(excluding 17.43 km length of
Amravati bypass)
S No.
1
Four Lanirtg of TalegaorrAmravati w o n of NH-6 from h
1W.000 to krn 166.725 (Length - km 66.73) in the State of
Maharashh-a under NHDP Phase UI on DBFOT Basis
Location of Toll Plaza
At Km 142.800 in the State of
Maharashtra .
F.No. RWNH- ...............
(Name)
Deputy Secretary
Government of India
-
Cost (in Rs. Crore)
95.09
Nature of Strncture
Amravati bypass of
17.43 km length
S No.
1
At Km 142.800 in the
State of Maharashtra .
1. Short 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) In these rules, unless the context otherwise requires,-
(a) "Act" means the National Highways Act, 1956;
(b) "base year" means the period from 1" April 2007 to 31'' March 2008;
(c) "bypass" means a section of the national highway bypassing a town or city;
(d) "concessionaire" 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 peirs or columns;
(9
'executing authority' means an officer or authority notified by the Central
Government under section 5 of the Act;
(g) 'expressway" means a national highway having a divided carriageway suitable
for high speed traffic and with control of access;
(h) "financial year" means the year commencing on the 1" day of April of a year
and ending on 31" day of March of the succeeding year;
(i)
'gross vehicle weighf 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) Sane" means a lane forming part of the main camageway 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;
(I) '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 investment
defined in clause (m) above and includes a private investment project in
the agreement has expired:
any building, structure or booth made for collectio
expressions used herein and not defined but
of India Act, 1988 shall have the meanings
Four Laning of TalegaomAmravati Sgtion of NH-6 from km
100.WO to h 166.725 (Length - h 66.73) in the State of
41
3. Levy of fee.- (1) The Cenlral Govemment may by notification, levy fee for use of any
section of national highway, permanent bridge, bypass or tunnel forming part of the
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 wnstructed through a public
funded project from levy of such fee or part thereof, and subject to such conditions as
may be specified in that notification.
(2) The collection of fee levied under sub-rule (1) of Rule 3, shall commence within
forty- five days from the date of completion of the section of national highway,
permanent bridge, bypass or tunnel, as the case may be, constructed through a public
funded project.
(3)ln case of private investment project, the collection of fee levied under sub-rule (1)
shall be made in accordance with the terms of the agreement entered into by the
concessionaire.
(4)No fee shall be levied for the use of the section of national highway, permanent
bridge, bypass or tunnel, as the case may be, by two wheelers. three wheelers,
tractors and animal drawn vehi i s:
Provkled that hree wheelen. tradm and anirnakdrawn vehicles shall not be allowed to use h e sedkh d
mh a l highway, -anent w. -so or hmnel, as h e a s e may be, where a service road or
anemative mad is available in Ueu d he said national highway, permanent bridge, bypass or hlnnd:
Pmvided 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
mad, the carriageway of wh i i 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;
I (b) 'service road" means a road running parallel to a section of the national highway
to the land adjoining such section of the national highway.
fee notified by the Central Govemment under these rules shall be rounded off
and levied in multiple of the nearest rupees five.
I
I
- (1) The rate of fee for use of the section of national
I --
bridge, bypass or tunnel constructed through public funded pr
project shall be identical.
I
100.000 to kn 166.725 (Length - km 66.73) in the State of
(2)
The rate of fee for use of a 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
multiplied by the following rates, namely:-
Type of Vehicle
Car, Jeep. Van or Light Motor Vehicle
Light Commercial Vehicle. Light Goods Vehicle or Mini
six axles) I
Oversized Vehicles (seven or more axles) 4.20
Base rate of fee per
km (in rupees)
0.65
1.05
BUS
-
Bus or Truck
Heavy Construction Machinely(HCM) or Earth Moving
Equipment (EME) or Multi Axle Vehicle (MAV) (three to
Explanation.- For the purposes d this ~ l e :
2.20
3.45
(a) "a< or 7-p" or -urn" or 'ligM motor vehicle" means any mechanical vehicie the gross vehicle weight
of which does not exceed seven mousand Ws hundred k%grams or the registered passenger camying
capabilii as spscifd in the ceMcate ol ~gi strati m issued under b e Motor Vehicles Ad. 1988 does not
exceed waive exduding the driver.
(b) "IigM commercial vehicle" or l i ght gmds vehids" or "mini bur- means any mechanical vehicle wiUl a
gmss v e h i weight exceeding seven Lhowand five hvldred kilqjramo bul less than twelve thousand
Mograms or Ule registered passenger canying capabili a~ spedfied in the certificate of registration issued
undBr the Motor Vehicles Act. 1988, exceeds twelve but does not exceed Krty two exduding the driver.
(c) %ck" or 7x8s" means any mechanial vehide *im a p s s vehicle might exceeding twelve thousand
kilqjams but less than twenty thousand kikgrarns w the regbbmd passenger camying capability as specified
in the d c a t e of regirtration issued under the Motw Vehicles Ad, 1988. exceeds thirty two, excluding the
drivet;
(Q "heavy consbuclion machinery" w -earth moving equipnnnr or "multi axle vehicle " means heavy
mnstrUctiw machiwry or earth moving equipment or m e h i e l v ehi i including a muiti a* vehicle with
three to six axles or vehicle with a g- vehide &g h t exceeding hwnty Wsand kilograms but less than
sixty Ulousand kilogram; and
(e) 'oversized vehicle " means any mechanical v e h i i having sewn w more axles w vehicle with a gross
vehi i e weight exceeding sixly thousand kilograms.
(3)
The rate of fee for use of a section of national highway, having two lanes and on
which the average investment for up gradation has exceeded rupees one crore per
-
kilometer, shall be sixty per cent. of the rate of fee specified under sub-rule (2) of
Rule 4.
The rate of fee for use of permanent bridge, bypass or tunnel constructed with the
f exceeding rupees ten crore, shall, for the base year 2007-08, be as follows:-
~ . *
1001X)O to k m 166.725 (Length - km 66.73) in the State of
43
Maharashka under NHDP Phase UI on DBFOT Basb
pees one
rupees five crore or
part thereof,
exceeding rupees
two hundred crore.
Provided that while computing fee for the section of national highway on which a
permanent bridge, bypass or tunnel costing pees fifty crore or more is situated,
the length of such permanent bridge, bypass or tunnel shall be excluded from the
length of such section of national highway ,and fee shall be levied at the rates
specified for such permanent bridge, bypass and tunnel:
Provided further that where the cost of such permanent bridge, bypass or tunnel, as
the case may be, is less than rupees fNiy 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 permanent 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 cost as assessed by the executing
/ ( Tr ^ 7 - - . >,
authority six months prior to completion thereof.
, %~
5. Annual revision of rats of fee.+) The rates s p e d k l under rule 4 shall be increased witho
_ i
applicable base rates shall be revised a
1 0 0 . ~ to k m 166.725 (Length - k m 66.73) in the State of
44
- sap asarg lapun paypads aa) aqi Aed 'ezeld 110%
aql 6u!sso~3 aJo)aq 'lauunl l o ssedhq 'a6puq luauewlad 'Ae~q6!q leuogeu 40 u o p s
a q 40 asn aqi lo) lleqs ap!qaA lea!ueq3au e l o asleq:, u! uoslad l o JauMo 'lanup &an3 (z)
. l ea
&aAa (udv $0 i u ! ~ w q aA!laa#a aq lleqs a(ru s ! ~ lapun aa) 40 alw $0 uo!s!aaJ lenuuv (p)
C 3
7'802 'a'! LWZ 'bmuer "9 w, Eu!pua yeam aw lo xew mud alesepqm eq s u m EI I ~ M (P)
(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 equivalent to the cost of the equipment with the
Central Government, the executing authority or the concessionaire, as the case may
be, for such installation and no interest shall accrue on such security deposit.
(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 or on board unit (transponder)
or any other such device, a receipt shall be issued on demand only.
(6) The fee shall be collected in perpetuity 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 pubkc funded projects the fee levied under these ~ l e s shall be collected
by the Central Government. or the e x d ~ n g authority, as the case may be. thrwgh its
own officials or through a contactor.
7. Remittance and appropriation of fee.- (1) In case of public funded projects, the
fee collected under the provisions of these rules by evety executing authority shall be
remitted to the Central Government:
Provided that the Central Government may by notifcation 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 projects, 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 obligations under the agreement entered into by
such wncessionaire.
(2). . Every executing authority shall remit to the Central Government, the amount of fee
ctedover and above the amount permitted to be appropriated by the executing
ub-rule ( 1) of Rule 7, within ninety days from the date
long with an annual return showing the amount
curred on collection of fee, including the administrative and mana
100.WO to km 166.725 (Length - lon 66.73) in the State of
1
(3)
The Central Government shall by notification determine the administrative and
I
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 plaza beyond a distance of ten kilometers from a
municipal 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 no 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 constructed within the municipal or town area limits or within
five kilometers from 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 fwe kilometers from such limb.
(2)
Any other toll plaza on the same section of national highway and in the same
direction shall not be established within a distance of sixty kilometers:
Provided that where the executing authority deems necessary, it may for reasons to be
recorded in writing, establish or allow the concessionaire to establish another toll plaza
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 or tunnel.
9. Discounts.<l) The executing authority or the concessionaire, as the case may be.
shall upon request provide a pass for multiple journeys to cross a toll plaza within the
specified period at the rates specified in sub-rule (2) of Rule 9.
( 2) .&.driver, owner or person in charge of a mechanical vehicle who makes use of the
47
Maharashtra under NHDP Phase II1 on DBFOT Basis
(3)
A person who owns a mechanical 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 ruk 5. authorising it to cross the toll plaza specified in such pass:
Two-third of amount of the fee
payable for fifly single
journeys.
Pmvided 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 a 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 sewice road or alternative
road is available for use by such driver, owner or person in charge of a mechanical vehicle.
(4) No pass shall be issued or fee collected from a driver, owner or person in charge of a
mechanical vehide that uses part of the section of a national highway and does not cross a
toll plaza.
10. Rate offee for overloading.- (1) 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 vehide which is loaded in excess of the permissible load specified for
its categoly under subrule (2) of rule 4, shall be liable to pay fee at such rate which is
applicable for the next higher category of mechanical vehicles:
Fifty
Provided that the payment of such fee for overloading shall not entitle a driver or owner
or a person in charge of a mechanical vehicle to make use of such national 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.
One month from date of
payment
(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:
Pmvided Wt rrhere m weighbridge has been installed at the ton plaza, m fee fa ovelcding shall be levied
and collected under m & and Ute driver. ormer w pmDn incharge of the mchmkal vehicle shall be IiaMe to
emptlon from payment of fee.- (1) No fee shall be levied and collected fro
Four Laning of TalegaorrAmravati Section of NH-6 from km
1W.WO to km 166.725 (Length - km 66.73) in the State of
48
(0
(ii)
(iii)
(iv)
( 4
( 4
(vii)
(viii)
(ix)
(x)
(xi)
(xii)
(xiii)
(xiv)
(xv)
(mi)
(xvii)
the President of lndia;
the Vice-President of lndia;
the Prime-Minister of lndia;
the Chief Justice of lndia;
the Governor;
the Lieutenant Governor;
the Union Minister;
the Chief Minister;
the Judge of Supreme Court;
the Chairman of the Council of State;
the Speaker of the House of People;
the Chairman of the Legislative Council of the State;
the Speaker dthe Legislative Assembly of the State;
the Chief Justice of High Court;
the Judge of High Court;
Ministers of States; and
Foreign dignitaries on State visit
(b) used for official purposes by.-
(i)
the Ministty of Defence including those which are eligible for exemption in
accordance with the provisions of the Indian Toll (Army and Air Force) Act,
1901 and wles 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 firefighting 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. Display of Information.- (?)The executing authority or the concessionaire, as the
case may be, shall publish a notice specifying the amount of fee to be charged from the
each in English and vernacular language.
display in Hindi and English one thous
local language five hundred meters ah
. ,
.
Mahaashha under NHDP Phase Ill on DBFOT Basis
(i) the amount of fee payable for each class of vehicles and the discounts available
under rule 9;
(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. UnauUloriredcollection.- (1) An officer aulbrised by the Central Government a by the executing
authority, as lhs case may be, may assess +he excess fee collected, if any. by ihe executing aWr i t y M
the concessionaie, as the case may be, and remver me same from such ahmily w mncessio~ire .
along wilh an additional sum equal to twenty liwe per cent. ofthe excess fee caecled:
Pmvided that no -very of such e- fee shaU be made unl e s an oppohnay of hearhg has been
given to the executing authority or cmes~ianaire, as the case may be.
(2)
Any driver. mner w person incharge of a mechanid vehide e v e d by unaumarised
collection of fee, may lodge a complaint with lhe officer aulhorised by lhe C e W Gmwnment or the
executing authwlty. as the case may be, in this behaH, who shall after hearing ihe parlies pa% an order m
such complaint fw refund of excess payment and damagas for the inconvenience ruffared by swh usw
wimin thirty days.
14. Failure to pay fee.- (1) 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 we such 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 wncessionaire, as the case may be,
may get such obstructing vehicle removed from the national highway, permanent bridge,
bypass or tunnel, as the case may be.
(2)
Where the driver or the person in charge of a mechanical vehide refuses or fails to
pay the fee levied under these rules, the same shall be recovered from the registered owner
of the mechanical vehide.
(3)
Where the Central Government, executing authority or the mncessionaire, 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.
. . .
owo of Talegaon-Anuavati Section of NHd from k m
100.MH) to km 166.725 (Length - krn 66.73) in the State of
50
Maharashtra under NHDP Phase UI on DBFOT Basis
16. Collection of fee in respect of Private Investment Project- (1) The fee levied
under the provisions of subrule (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 subrule (3) of rule 3.
the fee levied shall be collected by the Central Government or the executing 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 authorii or
the concessionaire. as the case may be, within ten kilometers from 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 Wng, withdraw such permission.
Provided further that where the Central Government or the executing authority, as the case
may be, do not allow imtallation of an addiiional banier by the concessionaire, the reasons
for such refusal shall be communicated to such concessionaire within a reasonable period.
4
Four Laning of TalegaorrAmavati Section of NH-6 from km
lW.WO to k m 166.725 (length - km 66.73) in the State of
Maharashba under NHDP Phase I11 on DBFOT Basis
SCHEDULE -S
(See Clause 3 1.1.2)
ESCROW AGREEMENT
THIS ESCROW AGREEMENT is entered into on this the ........ day of ..........
AMONGST
1 ........................ LIMITED, a company incorporated under the provisions
of the Companies Act, 1956 and having its registered office at ..................
(hereinafter referred to as the "Concessionaire" which expression shall,
unless repugnant to the context or meaning thereof, include its successors,
permitted assigns and substitutes);
2 ..................... name and particulars of Lenders' Representative and
having its registered office at ............... acting for and on behalf of the
Senior Lenders as their duly authorised agent with regard to matters arising
out of or in relation to this Agreement (hereinafter referred to as the
"Lenders' Representative" which expression shall, unless repugnant to the
context or meaning thereof, include its successors and substitutes);
...................... 3
name and particulars of the Escrow Bank and having its
registered office at ........................ (hereinafter referred to as the
"Escrow Bank" which expression shall, unless repugnant to the context or
meaning thereof, include its successors and substitutes); and
4 The National Highways Authority of India, established under the National
Highways Authority Act 1988, represented by its Chairman and having its
principal offices at G-5 & 6, Sector 10, Dwarka, New Delhi-110075
(hereinafter referred to as the "Authority" which expression shall, unless
repugnant to the context or meaning thereof, include its administrators,
successors and assigns).
WHEREAS:
(A) The Authority has entered into a Concession Agreement dated
.................... with the Concessionaire (the "Concession Agreement") for
Four-Laning of the Talegaon - Amravati Section (km 100.000 to km
166.725) of National Highway No. 6 in the State of Maharashtra on design,
build, finance, operate and transfer (DBFOT) basis, and a copy of which is
hereto and marked as Annex-A to form part of this Agreement.
have agreed to finance the Project in accordance with the
set forth in the Fiiancing Agreements.
the Concessionaire to
alia, on the t e r n and conditions stated
w
N
Four Laning of Talegaoc-Amravati -on of NH-6 from k m
lCQ.&W to km 166.725 (Length - km 66.73) in the State of
52
Maharashtra under NHDP Phase III on DBFOT Basis
1 DEFMITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement, the following words and expressions shall, unless
repugnant to the context or meaning thereof, have the meaning hereinafter
respectively assigned to them:
"Agreement" means this Escrow Agreement and any amendment thereto
made in accordance with the provisions contained herein;
"Concession Agreement" means the Concession Agreement referred to in
Recital (A) above and annexed hereto as Annex-A, and shall include all of its
Recitals and Schedules and any amendments made thereto in accordance
with the provisions contained in this behalf therein;
"Cure Per i od means the period specified in this Agreement for curing any
breach or default of any provision of this Agreement by the Concessionaire,
and shall commence from the date on which a notice is delivered by the
Authority or the Lenders' Representative, as the case may be, to the
Concessionaire asking the latter to cure the breach or default specified in
such notice;
"Escrow Account" means an escrow account established in terms of and
under this Agreement, and shall include the Sub-Accounts;
"Escrow Default" shall have the meaning ascribed thereto in Clause 6.1;
"Lenders' Representative" means the person referred to as the Lenders'
Representative in the foregoing Recitals;
"Parties" means the parties to this Agreement collectively and "Party" shall
mean any of the Parties to this Agreement individually;
"Payment Date" means, in relation to any payment specified in Clause 4.1,
the date(s) specified for such payment; and
"Sub-Accounts" means the respective Sub-Accounts of the Escrow
Account, into which the monies specified in Clause 4.1 would be credited
every month and paid out if due, and if not due in a month then appropriated
proporIionately in such month and retained in the respective Sub Accounts
and paid out therefrom on the Payment Date(s).
s r p r e t a t ion
to Lenders' Representative shall, unless repugnant to the context
thereof, mean references to the Lenders' Representative, act'
of Senior Lenders. ir: yt ..
1. -!C@lii W& S and expressions beginning with capital letters and defined i
ement shall have the meaning ascribed thereto herein, and the
and expressions used in this Agreement and not defined herein but
Four Laning of Talegaon-Amravati Sgtion of NH-6 from km
defined in the Concession Agreement shall, unless repugnant to the context,
have the meaning ascribed thereto in the Concession Agreement.
1.2.3 References to Clauses are, unless stated otherwise, references to Clauses of
this Agreement.
1.2.4 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the
Concession Agreement shall apply, mutatis mutandis, to this Agreement.
2 ESCROW ACCOUNT
2.1 Escrow Bank t o a d as trustee
2.1.1 The Concessionaire hereby appoints the Escrow Bank to act as trustee for the
Authority, the Lenders' Representative and the Concessionaire in connection
herewith and authorises the Escrow Bank to exercise such rights, powers,
authorities and discretion as are specifically delegated to the Escrow Bank by
the terms hereof together with all such rights, powers, authorities and
discretion as are reasonably incidental hereto, and the Escrow Bank accepts
such appointment pursuant to the terms hereof.
2.1.2 The Concessionaire hereby declares that all rights, title and interest in and to
the Escrow Account shall be vested in the Escrow Bank and held in trust for
the Authority, the Lenders' Representative and the Concessionaire, and
applied in accordance with the terms of this Agreement. No person other
than the Authority, the Lenders' Representative and the Concessionaire shall
have any rights hereunder as the beneficiaries of, or as third party
beneficiaries under this Agreement.
2.2 Acceptance of Escrow Bank ,
The Escrow Bank hereby agrees to act as such and to accept all payments
and other amounts to be delivered to and held by the Escrow Bank pursuant
to the provisions of this Agreement. The Escrow Bank shall hold and
safeguard the Escrow Account during the term of this Agreement and shall
treat the amount in the Escrow Account as monies deposited by the
Concessionaire, Senior Lenders or the Authority with the Escrow Bank. In
performing its functions and duties under this Agreement, the Escrow Bank
shall act in trust for the benefit of, and as agent for, the Authority, the
Lenders' Representative and the Concessionaire or their nominees,
successors or assigns, in accordance with the provisions of this Agreement.
2 3 m h m e n t and operation of Escrow Account
.<.? , .: , ,
-a -. ;- " -
;3.k WTthiin.30 (thirty) days from the date of this Agreement, and in any case
i", . . .
prior to the Appointed Date, the Concessionaire shall open and establish ............. the
: . . .
Escrow Account with the ............................ (name of Branch) Branch . .
\ .
of the Escrow Bank. The Escrow Account shall be denominated in Rupees.
\
\
\
2.3.2 The Escrow Bank shall maintain the Escrow Account in accordance with the
terms of thls Agreement and its usual practices and applicable reghlations,
-.., ,
Four Laning of Talegaon-Amravati Sedion of NH-6 from km
54
and pay the maximum rate of interest payable to similar customers on the
balance in the said account from time to time.
2.3.3 The Escrow Bank and the Concessionaire shall, after consultation with the
Lenders' Representative, agree on the detailed mandates, terms and
conditions, and operating procedures for the Escrow Account, but in the
event of any conflict or inconsistency between this Agreement and such
mandates, terms and conditions, or procedures, this Agreement shall prevail.
2.4 Escrow Bank's fee
The Escrow Bank shall be entitled to receive its fee and expenses in an
amount, and at such times, as may be agreed between the Escrow Bank and
the Concessionaire. For the avoidance of doubt, such fee and expenses shall
form part of the O&M Expenses and shall be appropriated from the Escrow
Account in accordance with Clause 4.1.
2.5 Rights of the parties
The rights of the Authority, the Lenders' Representative and the
Concessionaire in the monies held in the Escrow Account are set forth in
their entirety in this Agreement and the Authority, the Lenders'
Representative and the Concessionaire shall have no other rights against or
to the monies in the Escrow Account.
2.6 Substitution of the Concessionaire
The Parties hereto acknowledge and agree that upon substitution of the
Concessionaire with the' Nominated Company, pursuant to the Substitution
Agreement, it shall be deemed for the purposes of this Agreement %at the
Nominated Company is a Party hereto and the Nominated Company shall
accordingly be deemed to have succeeded to the rights and obligations of the
Concessionaire under this Agreement on and with effect from the date of
substitution of the Concessionaire with the Nominated Company.
3 DEPOSITS INTO ESCROW ACCOUNT
3.1 Deposits by the Concessionaire
3.1.1 The Concessionaire agrees and undertakes that it shall deposit into andlor
credit the Escrow Account with:
(a)
all monies received in relation to the Project from any source,
,_-- -...including the Senior Lenders, lenders of Subordinated Debt and the
/ . Authority;
_---..
all funds received by the Concessionaire from its share-holder&n" ' . ' *
' i i i ..
. ! any manner or form;
Fee levied and collected by the Concessionaire;
v'
. - .. ,.
any other revenues, deposits or capital receipts, as the case may
, .
Fow Laning of Talegaoc-Amravati Section of NH4 from km
55
be, from or in respect of the Project Highway; and
(e)
all proceeds received pursuant to any insurance claims.
3.1.2 The Concessionaire may at any time make deposits of its other funds into the
Escrow Account, provided that the provisions of this Agreement shall apply
to such deposits.
3.2 Deposits by the Authority
The Authority agrees and undertakes that, as and when due and payable, it
shall deposit into and/or credit the Escrow Account with.
(a) Grant and any other monies disbursed by the Authority to
the Concessionaire;
@) Revenue Shortfall Loan;
( c)
all Fee collected by the Authority in exercise of its rights under the
Concession Agreement; and
(d) Termination Payments:
Provided that the Authority shall be entitled to appropriate from the aforesaid
amounts, any Concession Fee due and payable to it by the Concessionaire,
and the balance remaining shall be deposited into the Escrow Account.
3.3 Deposits by Senior Lenders
The Lenders' Representative agrees, c o n f i s and undertakes that the Senior
Lenders shall deposit into and/or credit the Escrow Account with all
disbursements made by them in relation to or in respect of the Project;
provided that notwithstanding anything to the contrary contained in this
Agreement, the Senior Lenders shall be entitled to make direct payments to
the EPC Contractor under and in accordance with the express provisions
contained in this behalf in the Financing Agreements.
3.4 Interest on deposits
The Escrow Bank agrees and undertakes that all interest accruing on the
balances of the Escrow Account shall be credited to the Escrow Account;
,--pay~ded that the Escrow Bank shall be entitled to appropriate therefrom the
, ' , . < ,
/ .:. fee and expenses due to it from the Concessionaire in relation to the Escrow
'
_ Account'and credit the balance remaining to the Escrow Account.
FROM ESCROW A c c o m T
during Concession Period
everv month. or at such shorter intervals as the Lenders':..;.
Representative and the Concessionaire may by written instructions
determine, the Escrow Bank shall withdraw amounts from the Escrow
Four Laning of Talegaon-Amravati Section of NH-6 from h
1W.WO to km 166.725 (Length - k m 66.73) in the State of
56
Maharashtra under NHDP Phase IIl on DBFCT Basis
Account and appropriate them in the following order by depositing such
amounts in the relevant Sub-Accounts for making due payments, and if such
payments are not due in any month, then retain such monies in such Sub-
Accounts and pay out therefrom on the Payment Date(s):
(a)
all taxes due and payable by the Concessionaire for and in respect of
the Project Highway;
@)
all payments relating to construction of the Project Highway, subject
to and in accordance with the conditions, if any, set forth in the
Financing Agreements;
(c)
O&M Expenses, subject to the ceiling, if any, set forth in the
(d)
O&M Expenses incurred by the Authority, provided it certifies to the
Escrow Bank that it had incurred such expenses in accordance with
the provisions of the Concession Agreement and that the amounts
claimed are due to it from the Concessionaire;
(e)
Concession Fee due and payable to the Authority;
( f ) monthly proportionate provision of Debt Service due in an
Accounting Year;
{(g)
Premium due and payable to the Authority;)
(h)
all payments and Damages certified by the Authority as due and
payable to it by the Concessionaire pursuant to the Concession
Agreement, including repayment of Revenue Shortfall Loan;
(i)
monthly proportionate provision of debt service payments due in an
Accounting Year in respect of Subordinated Debt;
(j)
any reserve requirements set forth in the Financing Agreements; and
(k) balance, if any, in accordance with the instructions of the
Concessionaire.
4.1.2 Not later than 60 (sixty) days prior to the commencement of each
Accounting Year, the Concessionaire shall provide to the Escrow Bank, with
prior written approval of the Lenders' Representative, details of the amounts
likely to be required for each of the payment obligations set forth in this
----* 4:l; provided that such amounts may be subsequently modified, with
,'-27.. prror wntten approval of the Lenders' Representative, if fresh information
, ( : h ; , ~ -. . .
received during the course of the year makes such modification necessary.
I,:-,:: , f* ,
. .
kt hdr awal s upon Termination
Upon Termination of the Concession Agreement, all amounts stan
Escrow Account shall, notwithstanding anythin
be appropriated and dealt with in the following order:
Four Laning of Talegaon-havati Section of NH-6 from km
100.WO to km 166.725 (Length - h 66.73) in the State of
Maharashtra under NHDP Phase UI on DBFOT Basis
(a)
(b)
90% (ninety per cent) of Debt Due excluding Subordinated Debt;
(c) outstanding Concession Fee;
(d)
Agreement, including {Premium,) repayment of Revenue Shortfall
Loan and any claims in connection with or arising out of
Termination;
(e)
retention and payments arising out of, or in relation to, liability for
defects and deficiencies set forth in Article 39 of the Concession
Agreement;
(0
outstanding Debt Service including the balance of Debt Due;
(g) outstanding Subordinated Debt;
(h)
incurred or accrued O&M Expenses;
(i)
any other payments required to be made under the Concession
Agreement; and
Cj) balance, if any, in accordance with the instructions of the
Concessionaire:
Provided that the disbursements specified in Sub-clause Cj) of this Clause 4.2
shall be undertaken only after the Vesting Certificate has been issued by the
Authority.
4.3 Application of insufficient funds
Funds in the Escrow Account shall be applied in the serial order of priority
set forth in Clauses 4.1 and 4.2, as the case may be. If the funds available are
not sufficient to meet all the requirements, the Escrow Bank shall apply such
funds in the serial order of priority until exhaustion thereof.
4.4 Application of insurance proceeds
Notwithstanding anything in this Agreement, the proceeds from all insurance
life and injwy, shall be deposited into andlor credited to the
and utilised for any necessary repair, reconstruction,
improvement, delivery or
remaining, if any, shall be
contained in this behalf in the
during Suspension
Maharashma under NHDP Phase 111 on DBFOT Basis
Notwithstanding anything to the contrary contained in this Agreement, the
Authority may exercise all or any of the rights of the Concessionaire during
the period of Suspension under Article 36 of the Concession Agreement.
Any instructions given by the Authority to the Escrow Bank during such
period shall be complied with as if such instructions were given by the
Concessionaire under this Agreement and all actions of the Authority
hereunder shall be deemed to have been taken for and on behalf of the
Concessionaire.
5 OBLIGATIONS OF THE ESCROW BANK
5.1 Segregation of funds
Monies and other property received by the Escrow Bank under this
Agreement shall, until used or applied in accordance with this Agreement, be
held by the Escrow Bank in trust for the purposes for which they were
received, and shall be segregated from other funds and property of the
Escrow Bank.
5.2 Notiiieation of balances
7 (seven) business days prior to each Payment Date (and for this purpose the
Escrow Bank shall be entitled to rely on an affirmation by the
Concessionaire and/or the Lenders' Representative as to the relevant
Payment Dates), the Escrow Bank shall notify the Lenders' Representative
of the balances in the Escrow Account and Sub-Accounts as at the close of
busimess on the immediately preceding business day.
5.3 Communications and notices
In discharge of its duties and obligations hereunder, the Escrow Bank:
(a)
may, in the absence of bad faith or gross negligence on its part, rely
as to any matters of fact which might reasonably be expected to be
within the knowledge of the Concessionaire upon a certificate signed
by or on behalf of the Concessionaire;
@) may, in the absence of bad faith or gross negligence on its part, rely
upon the authenticity of any communication or document believed by
it to be authentic;
(c)
shall, within 5 (five) business days after receipt, deliver a copy to the
Lenders' Representative of any notice or document received by it in
-..its capacity as the Escrow Bank from the Concessionaire or any other
person hereunder or in connection herewith; and
shall, withiin 5 (five) business days after receipt, deliver a copy
----
,Concessionaire of any notice or document received by it fro
w<%,;: ; , : I bnders' Representative in connection herewith.
.;. , ,~ .
off
Four Laning of TalegaorrAmravati Seetion of NH-6 from !an
1W. W to km 166.725 (Length - km 66.73) in the State of 59
Maharashha under NHDP Phase UI on DBFOT Basis
The Escrow Bank agrees not to claim or exercise any right of set off,
banker's lien or other right or remedy with respect to amounts standing to the
credit of the Escrow Account. For the avoidance of doubt, it is hereby
acknowledged and agreed by the Escrow Bank that the monies and
properties held by the Escrow Bank in the Escrow Account shall not be
considered as part of the assets of the Escrow Bank and being trust propelty,
shall in the case of bankruptcy or liquidation of the Escrow Bank, be wholly
excluded from the assets of the Escrow Bank in such bankruptcy or
liquidation.
5.5 Regulatory approvals
The Escrow Bank shall use its best efforts to procure, and thereafter maintain
and comply with, all regulatory approvals required for it to establish and
operate the Escrow Account. The Escrow Bank represents and warrants that
it is not aware of any reason why such regulatory approvals will not
ordinarily be granted to the Escrow Bank.
6 ESCROW DEFAULT
6.1 Escrow Default
6.1.1 Following events shall constitute an event of default by the Concessionaire
(an "Escrow Default") unless such event of default has occurred as a result
of Force Majeure or any act or omission of the Authority or the Lenders'
Representative:
(a)
the Concessionaire commits breach of this Agreement by failing to
deposit any receipts into the Escrow Account as provided herein and
fails to cure such breach by depositing the same into the Escrow
Account within a Cure Period of 5 (five) business days;
@)
the Concessionaire causes the Escrow Bank to transfer funds to any
account of the Concessionaire in breach of the terms of this
Agreement and fails to cure such breach by depositing the relevant
funds into the Escrow Account or any Sub-Account in which such
transfer should have been made, within a Cure Period of 5 (five)
business days; or
(c)
the Concessionaire commits or causes any other breach of the
provisions of this Agreement and fails to cure the same within a Cure
Period of 5 (five) business days.
-.
occurrence of an Escrow Default, the consequences thereof shall be
.. : . dealt with yde r and in accordance with the provisions of the Conce
.
...
_,
Agreement.
:..I5, y... . :
TERMINATION OF ESCROW AGREEMENT
. ', ..: ,>-. ,
. .. ',
; ; , . : ,L;q--.; .A,.:-
u p y f the Escrow Agreement
-
This Agreement shall remain in full force and effect so long as any sum
Four Laning of TalegaowAmravati Section of NH4 from km
1 0 0 . ~ to hn 166.725 (Length - km 66.73) in the State of
Maharashtra under NHDP Phase UI on DBFW Basis
remains to be advanced or is outstanding from the Concessionaire in respect
of the debt, guarantee or financial assistance received by it from the Senior
Lenders, or any of its obligations to the Authority remain to be discharged,
unless terminated earlier by consent of all the Parties or othenuise in
accordance with the provisions of this Agreement.
7.2 Substitution of Escrow Bank
Thz Concessionaire may, by not less than 45 (forty five) days prior notice to
the Escrow Bank, the Authority and the Lenders' Representative, terminate
this Agreement and appoint a new Escrow Bank, provided that the new
Escrow Bank is acceptable to the Lenders' Representative and arrangements
are made satisfactory to the Lenders' Representative for transfer of amounts
deposited in the Escrow Account to a new Escrow Account established with
the successor Escrow Bank The termination of this Agreement shall take
effect only upon coming into force of an Escrow Agreement with the
substitute Escrow Bank.
7.3 Closure of Escrow Account
The Escrow Bank shall, at the request of the Concessionaire and the
Lenders' Representative made on or after the payment by the Concessionaire
of all outstanding amounts under the Concession Agreement and the
Financing Agreements including the payments specified in Clause 4.2, and
upon confirmation of receipt of such payments, close the Escrow Account
and Sub-Accounts and pay any amount standing to the credit thereof to the
Concessionaire. Upon closure of the Escrow Account hereunder, the Escrow
Agreement shall be deemed to be terminated.
8 SUPPLEMENTARY ESCROW AGREEMENT
8.1 Supplementary escrow agreement
The Lenders' Representative and the Concessionaire shall be entitled to enter
into a supplementary escrow agreement with the Escrow Bank providing,
inter aha, for detailed procedures and documentation for withdrawals from
Sub-Accounts pursuant to Clause 4.1.1 and for matters not covered under
this Agreement such as the rights and obligations of Senior Lenders and
lenders o f Subordinated Debt, investment of surplus funds, restrictions on
withdrawals by the Concessionaire in the event of breach of this Agreement
or upon occurrence of an Escrow Default, procedures relating to operation of
and withdrawal therefrom, reporting requirements and
incidental thereto; provided that such supplementary escrow
agreement shall not contain any provision which is inconsistent with this
Agreement and in the event of any conflict or inconsistency
this Agreement and such supplementary escrow
this Agreement shall prevail.
9.1 General indemnity
61
MaharashIra under NHDP Phase It1 on DBFOT Basis
9.1.1 The Concessionaire will indemnify, defend and hold the Authority, Escrow
Bank and the Senior Lenders, acting through the Lenders' Representative,
harmless against any and all proceedings, actions and third party claims for
any loss, damage, cost and expense arising out of any breach by the
Concessionaire of any of its obligations under this Agreement or on account
of failure of the Concessionaire to comply with Applicable Laws and
Applicable Permits.
9.1.2 The Authority will indemnify, defend and hold the Concessionaire harmless
against any and all proceedings, actions and third party claims for any loss,
damage, cost and expense arising out of failure of the Authority to fulfil any
of its obligations under this Agreement materially and adversely affecting the
performance of the Concessionaire's obligations under the Concession
Agreement or this Agreement other than any loss, damage, cost and expense
arising out of acts done in discharge of their lawful functions by the
Authority, its officers, servants and agents.
9.1.3 The Escrow Bank will indemnify, defend and hold the Concessionaire
any loss, damage, cost and expense arising out of failure of the Escrow Bank
to fulfil its obligations under this Agreement materially and adversely
affecting the performance of the Concessionaire's obligations under the
Concession Agreement other than any loss, damage, cost and expense,
arising out of acts done in discharge of their lawful functions by the Escrow
Bank, its officers, servants and agents.
9.2 Notice and contest of claims
In the event that any Party hereto receives a claim from a third party in
respect of which it is entitled to the benefit of an indemnity under Clause 9.1
or in respect of which it is entitled to reimbursement (the "Indemnified
Party"), it shall notify the other Pirty responsible for indemnifying such
claim hereunder (the "Indemnifying Party") within 15 (fifteen) days of
receipt of the claim and shall not settle or pay the claim without the prior
approval of the Indemnifying Party, which approval shall not be
unreasonably withheld or delayed. In the event that the Indemnifying Party
wishes to contest or dispute the claim, it may conduct the proceedings in the
name of the Indemnified Party and shall bear all costs involved in contesting
the same. The Indemnified Party shall provide all cooperation and assistance
in contesting any claim and shall sign all such writings and documents as the
Indemnifying Party may reasonably require.
10 DISPUTE RESOLUTION
nce or claim arising out of or in connectio
ot resolved amicably, shall be decided
n to a Board of Arbitrators comprising one n
e, and where the number of such nominees
shall elect another person to such Bo
lCO.KQ to km 166.725 (Length - k m 66.73) in the State of
62
Maharashtra under NHDP Phase Ill on DBFOT Basis
arbitration shall be held in accordance with the Rules of Arbitration of the
International Centre for Alternative Dispute Resolution, New Delhi (the
"Rules") or such other rules as may be mutually agreed by the Palties, and
shall be subject to the provisions of the Arbitration and Conciliation Act,
1996.
10.1.2 The Arbitrators shall issue a reasoned award and such award shall be fmal
and binding on the Parties. The venue of arbitration shall be Delhi and the
language of arbitration shall be English.
11 MISCELLANEOUS PROVISIONS
11.1 Governing law and jurisdiction
This Agreement shall be construed and interpreted in accordance with and
governed by the laws of India, and the Courts at Delhi shall have jurisdiction
over all matters arising out of or relating to this Agreement.
112 Waiver of sovereign immunity
The Authority unconditionally and irrevocably:
(a)
agrees that the execution, delivery and performance by it of this
Agreement constitute commercial acts done and performed for
commercial purpose;
(b)
agrees that, should any proceedings be brought against it or its assets,
property or revenues in any jurisdiction in relation to this Agreement
or any transaction contemplated by this Agreement, no immunity
(whether by reason of sovereignty or otherwise) from such
proceedings shall be claimed by or on behalf of the Authority with
respect to its assets;
(c)
waives any right of immunity which it or its assets, property or
revenues now has, may acquire in the future or which may be
attributed to it in any jurisdiction; and
(d)
consents generally in respect of the enforcement of any judgement or
award against it in any such proceedings to the giving of any relief or
the issue of any process in any jurisdiction in connection with such
proceedings (including the making, enforcement or execution against
it or in respect of any assets, property or revenues whatsoever
. -.
.,.-'
irrespective of their use or intended use of any order or judgement
./'
that may be made or given in connection therewith).
113 Priority of agreements
e event of any conflict between the Concession
reethent, the provisions contained in the Concession Agree
ail over this Agreement.
11.4 Alteration of terms
100.W to km 166.725 (Length - km 66.73) in the State of
All additions, amendments, modifications and variations to this Agreement
shall be effectual and binding only if in writing and signed by the duly
authorised representatives of the Parties.
11.5 Waiver
11.5.1 Waiver by any Party of a default by another Party in the observance and
performance of any provision of or obligations under this Agreement:
(a)
shall not operate or be construed as a waiver of any other or
subsequent default hereof or of other provisions of or obligations
under this Agreement;
@)
shall not be effective unless it is in writing and executed by a duly
authorised representative of the Party; and
(c)
shall not affect the validity or enforceability of this Agreement in any
manner.
11.5.2 Neither the failure by any Party to insist on any occasion upon the
performance of the terms, conditions and provisions of this Agreement or
any obligation thereunder nor time or other indulgence granted by any Party
to another Party shall be treated or deemed as waiver of such breach or
acceptance of any variation or the relinquishment of any such right
hereunder.
11.6 No third party beneficiaries
This Agreement is solely for the benefit of the Parties and no other person or
entity shall have any rights hereunder.
11.7 Survival
11.7.1 Termination of this Agreement:
(a)
shall not relieve the Parties of any obligations hereunder which
expressly or by implication survive termination hereof; and
(b)
except as otherwise provided in any provision of this Agreement
expressly limiting the liability of either Party, shall not relieve either
Party of any obligations or liabilities for loss or damage to the other
Party arising out of, or caused by, acts or omissions of such Party
prior to the effectiveness of such termination or arising out of such
termination.
11.7.2 All obligations surviving the cancellation, expiration or termination of this
P Phase I11 on DBFOT Basis
invalid, illegal or unenforceable or is declared by any court of competent
jurisdiction or any other instrumentality to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall not be affected in any manner, and the Parties will negotiate
in good faith with a view to agreeing to one or more provisions which may
be substituted for such invalid, unenforceable or illegal provisions, as nearly
as is practicable to such invalid, illegal or unenforceable provision. Failure to
agree upon any such provisions shall not be subject to dispute resolution
under Clause 10.1 of this Agreement or otherwise.
11.9 Successors and assigns
This Agreement shall be binding on and shall inure to the benefit of the
Parties and their respective successors and permitted assigns.
11.10 Notices
All notices or other communications to be given or made under this
Agreement shall be in writiog and shall either be delivered personally or sent
by courier or registered post with an additional copy to be sent by facsimile
or e-mail. The address for service of each Party, its facsimile number or e-
mail are set out under its name on the signing pages hereto. A notice shall be
effective upon actual receipt thereof, save that where it is received after 5.30
(five thirty) p.m. on a business day, or on a day that is not a business day, the
notice shall be deemed to be received on the f ~ s t business day following the
date of actual receipt. Without prejudice to the foregoing, a Party giving or
making a notice or communication by facsimile or e-mail shall promptly
deliver a copy thereof personally, or send it by courier or registered post to
the addressee of such notice or communication. It is hereby agreed and
acknowledged that any Party may by notice change the address to which
such notices and communications to it are to be delivered or mailed. Such
change shall be effective when all the Parties have notice of it.
11.11 Language
All notices, certificates, correspondence and proceedings under or in
connection with this Agreement shall be in English.
11.12 Authorised representatives
Each of the Parties shall, by notice in writing, designate their respective
authorised representatives through whom only all communications shall be
made. A Party hereto shall be entitled to remove andlor substitute or make
, - - z r .fresh appointment of such authorised representative by similar notice.
be executed in four counterparts, each of whic
shall constitute an original of this Agreement.
65
Maharashha under NHDP Phase U1 on DBFOT Basis
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND
DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE
WRIlTEN.
SIGNED, SEALED AND
DELIVERED
CONCESSIONAIRE by:
SIGNED, SEALED AND
DELIVERED
SENIOR LENDERS by the
Lenders' Representative:
(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)
(Fax No.) (Fax No.)
(Email address) (Email address)
SIGNH), SEALED AND SIGNED, SEALED AND
DELIVERED
-
ESCROW BANK by:
In the presence of:
1.
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
(Ernail address)
DELIVERED
NATIONAL HIGHWAYS
AUTHORITY OF INDIA by:
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
(Ernail address)
-~ ~ ~~
Four Laning of Talegaon-Amravati Sertion of NH-6 from k m
10O.MO to h 116.725 (Length - km 66.73) in the State of
Maharashtra under NHDP Phase I11 on DBFOT Basis
SCHEDULE -T
(See Clause 33.2.1)
PANEL OF CHARTERED ACCOUNTANTS
1 Panel of Chartered Accountants
Pursuant to the provisions of Clause 33.2.1 of the Agreement, the Authority
and the Concessionaire shall prepare a mutually agreed panel of 10 (ten)
reputable f m s of Chartered Accountants having their registered offices in
India (the "Panel of Chartered Accountants"). The criteria for preparing
such Panel and the procedure to be adopted in this behalf shall be as set forth
in this Schedule-T.
2 Invitation for empanelment
2.1 The Authority shall invite offers from all reputable fm of Chartered
Accountants who fulfil the following eligibility criteria, namely:
(a)
the firm should have conducted statutoly audit of the annual accounts
of at least one hundred companies registered under the Companies
Act, 1956, of which at least ten should have been public sector
undertakings;
@) the firm should have at least 5 (five) practising Chartered
Accountants on its rolls, each with a minimum experience of ten
years in the profession;
(c)
the firm or any of its partners should not have been disqualified or
black-listed by the Comptroller and Auditor General of India or the
Authority; and
(d)
the firm should have an office in the State or in an adjacent State with
at least 2 (two) practising Chartered Accountants on its rolls in such
State.
2.2 Interested f m s meeting the eligibility criteria shall be required to submit a
statement of their capability including the bio-data of all the practising
Chartered Accountants on its rolls. In particular, each firm shall be required
to furnish year- wise information relating to the names of all the companies
with an annual turnover exceeding Rs. 100,00,00,000 (Rs. one hundred
crore) whose annual accounts were audited by such firm in any of the
6 ' - p r e c e d i n g 5 (five) Accounting Years.
I
,'&:,/-~- -.
,
! ', Evaluation and selection
furnished by each f i shall be scrutinised and
onty and 1 (one) point shall be awarded for each
8
ies specified in Paragraph 2.2 above. (For the
has conducted audit of the annual accounts of any such co
Four W g of TalegaorrAmravati Sedion of NH-6 from k m
1W.000 to k m 166.725 (Length - km 66.73) in the State of
67
Maharashka under NHDP Phase 111 on DBFOT Basis
for five years shall he awarded five points)
3.2 The Authority shall prepare a list of all the eligible firms along with the
points scored by each such firm and 10 (ten) firms scoring the highest points
shall be identified and included in the draft Panel of Chartered Accountants.
4 Consultation with the Concessionaire
The Authority shall convey the aforesaid panel of firms to the
Concessionaire for scrutiny and comments, if any. The Concessionaire shall
be entitled to scrutinise the relevant records of the Authority to ascertain
whether the selection of firms has been undertaken in accordance with the
prescribed procedure and it shall send its comments, if any, to the Authority
within 15 (fifteen) days of receiving the aforesaid panel.
5 Mutually agreed panel
5.1 The Authority shall, after considering all relevant factors including the
comments, if any, of the Concessionaire, fmalise and constitute a panel of 10
(ten) f m which shall be deemed to be the mutually agreed Panel of
Chartered Accountants.
5.2 After completion of every five years from the date of preparing the mutually
agreed Panel of Chartered Accountants, or such earlier period as may be
agreed between the Authority and the Concessionaire, a new panel shall be
prepared in accordance with the provisions of this Schedule - T.
lOO.CC4 to km 166.725 (Length - km 66.73) in the State of
68
SCHEDULE -U
(See Clause38.3)
VESTING CERTIFICATE
1 The Chairman, National Highways Authority of India (the "Authority")
.................... refers to the Concession Agreement dated (the
"Agreementn) entered into between the Authority and .........................
(the "Concessionairen) for Four-Laning of the Talegaon - Amravati
Section of National Highway No. 6 from km 100.000 to km 166.725 (the
"Project Highway") on design, build, finance, operate and transfer
("DBFOT") basis.
2 The Authority hereby ac!aowledges compliance and fulfilment by the
Concessionaire of the Divestment Requirements set forth in Clause 38.1 of
the Agreement on the basis that upon issue of this Vesting Certificate, the
Authority shall be deemed to have acquired, and all title and interest of the
Concessionaire in or about the Project Highway shall be deemed to have
vested unto the Authority, free from any encumbrances, charges and liens
whatsoever.
3 Notwithstanding anything to the contrary contained hereinabove, it shall be a
condition of this Vesting Certificate that nothing contained herein sball be
construed or interpreted as waiving the obligation of the Concessionaire to
rectify and remedy any defect or deficiency in any of the Divestment
Requirements and/or relieving the Concessionaire in any manner of the same.
................. Signed this day of ............., 20 .......... at Delhi.
AGREED, ACCEPTED AND SIGNED
CONCESSIONAIRE by: NATIONAL HIGHWAYS
(Signature)
(Name)
(Designation)
(Signature)
(Name)
(Designation)
Four Laning of Talegaon-Anuavati k t i o n of NH-6 from km
100.000 to km 166.725 (Length - k m 66.73) in the State of
69
SCHEDULE -V
(See Clause 40.3.1)
SUBSTITUTION AGREEMENT
THIS SUBSTITUTION AGREEMENT is entered into on this the ................ day
.... ........... of 20
AMONGST
(hereinafter referred to as the "Authority" which expression shall unless
repugnant to the context or meaning thereof include its administrators,
successors and assigns);
2 ...................... LIMITED, a company incorporated under the provisions
of the Companies Act, 1956 and having its registered office at .............. ...,
(hereinafter referred to as the "Concessionaire" which expression shall
unless repugnant to the context or meaning thereof include its successors and
permitted assigns and substitutes);
3 .......................... name and particulars of Lenders' Representative and
......................... having its registered office at acting for and on behalf of
the Senior Lenders as their duly authorised agent with regard to matters
arising out of or in relation to this Agreement (hereinafter referred to as the
"Lenders' Representative", which expression shall unless repugnant to the
context or meaning thereof include its successors and substitutes);
WHEREAS:
(A) The Authority has entered into a Concession Agreement dated
.................. with the Concessionaire (the "Concession Agreement") for
Four-Laning of the Talcgaon - Amravati Section (km 100.000 to km
166.725) of National Highway No. 6 in the State of Maharashtra on design,
build, finance, operate and transfer basis (DBFOT), and a copy of which is
annexed hereto and marked as Annex-A to form part of this Agreement.
...-- ..
Senior Lenders have agreed to finance the Project in accordance with the
b
. . . .
and conditions set forth in the Financing Agreements.
Lenders have requested the Authority to enter into this
for securing their interests through assignment,
of the Concession to a Nominated Company in
of this Agreement and the Concession Agreement.
Four Laning of Talegaon-Amravati Sedion of NH-6 from km
lW.030 to km 166.725 (Length - km 66.73) in the Stak of
70
Maharashha under NHDP Phase nI on DBFUT Basis
(D)
In order to enable implementation of the Project including its financing,
construction, operation and maintenance, the Authority has agreed and
undertaken to transfer and assign the Concession to a Nominated Company
in accordance with the terms and conditions set forth in this Agreement and
the Concession Agreement.
NOW I T IS HEREBY AGREED as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Substitution Agreement, the following words and expressions shall,
unless repugnant to the context or meaning thereof, have the meaning
hereinafter respectively assigned to them:
"Agreement" means this Substitution Agreement and any amendment
thereto made in accordance with the provisions contained in this Agreement;
"Financial Default" means occurrence of a material breach of the terms and
conditions of the Financing Agreements or a continuous default in Debt
Service by the Concessionaire for a minimum period of 3 (three) months;
"Nominated Company" means a company, incorporated under the
provisions of the Companies Act, 1956, selected by the Lenders'
Representative, on behalf of Senior Lenders, and proposed to the Authority
for assignmentltransfer of the Concession as provided in this Agreement;
"Notice of Financial Default" shall have the meaning ascribed thereto in
Clause 3.2.1; and
mean any of the Parties to this Agreement individually.
1.2 Interpretation
Lenders' Representative shall, unless repugnant to the context
mean references to the Lenders' Representative, acting
otherwise, references to
capital letters and define
Four Laning of Talegaon-Amravati Sertion of NH-6 from k m
1W.WO to irm 166.725 (Length - km 66.73) in the State of
71
Maharash*= under NHDP Phase UI on DBFOT Basis
this Agreement shall have the meaning ascribed thereto herein, and the words
and expressions used in this Agreement and not defined herein but defmed in
the Concession Agreement shall, unless repugnant to the context, have the
meaning ascribed thereto in the Concession Agreement.
2 ASSIGNMENT
2.1 Assignment of rights and title
The Concessionaire hereby assigns the rights, title and interest in the
Concession to, and in favour of, the Lenders' Representative pursuant to and
in accordance with the provisions of this Agreement and the Concession
Agreement by way of security in respect of fmancing by the Senior Lenders
under the Financing Agreements.
3 SUBSTITUTION OF THE CONCESSIONAIRE
3.1 Rights of substitubion
3.1.1 Pursuant to the rights, title and interest assigned under Clause 2.1, the
Lenders' Representative shall be entitled to substitute the Concessionaire by
a Nominated Company under and in accordance with the provisions of this
Agreement and the Concession Agreement.
3.1.2 The Authority hereby agrees to substitute the Concessionaire by'ehdorsement
on the Concession Agreement in favour of the Nominated Company selected
by the Lenders' Representative in accordance with this Agreement. (For the
avoidance of doubt, the Senior Lenders or the Lenders' Representative shall
not be entitled to operate and maintain the Project Highway as
Concessionaire either individually or collectively).
3.2 Substitution upon occurrence of Financial Default
3.2.1 Upon occurrence of a F i c i a l Default, the Lenders' Representative may
(the "Notice of Financial Default")
particulars thereof, and send a copy to the Authority for its
and record. A Notice of Financial Default under
evidence of such Financial Default and it
Concessionaire for the purposes of this Agree
, ,
of Financial Default
prejudice to any of its rights or
this Agreement or the Financing Agreements, substitute the
- -
Four Laning of Talegaon-Amavati Section of NH-6 from lan
1 W. W to km 166.725 (Lemgth - lan 6673) in the State of
Concessionaire by a Nominated Company in accordance with the provisions
of this Agreement.
3.2.3 At any time after the Lenders' Representative has issued a Notice of
Financial Default, it may by notice require the Authority to suspend all the
rights of the Concessionaire and undertake the operation and maintenance of
the Project Highway in accordance with the provisions of Article 36 of the
Concession Agreement, and upon receipt of such notice, the Authority shall
undertake Suspension under and in accordance with the provisions of the
Concession Agreement. The aforesaid Suspension shall be revoked upon
substitution of the Concessionaire by a Nominated Company, and in the
event such substitution is not completed within 180 (one hundred and eighty)
days from the date of such Suspension, the Authority may terminate the
Concession Agreement forthwith by issuing a Termination Notice in
accordance with the provisions of the Concession Agreement; provided that
upon written request from the Lenders' Representative and the
Concessionaire, the Authority may extend the aforesaid period of 180 (one
hundred and eighty) days by a period not exceeding 90 (ninety) days.
3.3 Substitution upon occurrence of Concessionaire Default
3.3.1 Upon occurrence of a Concessionaire Default, the Authority shall by a notice
inform the Lenders' Representative of its intention to issue a Termination
Notice and grant 15 (fifteen) days time to the Lenders' Representative to
make a representation, stating the intention to substitute the Concessionaire
by a Nominated Company.
3.3.2 In the event that the Lenders' Representative makes a representation to the
Authority within the period of 15 (fifteen) days specified in Clause 3.3.1,
stating that it intends to substitute the Concessionaire by a Nominated
Company, the Lenders' Representative shall be entitled to undertake and
complete the substitution of the Concessionaire by a Nominated Company in
accordance with the provisions of this Agreement within a period of 180 (one
hundred and eighty) days from the date of such representation, and the
Authority shall either withhold Termination or undertake Suspension for the
aforesaid period of 180 (one hundred and eighty) days; provided that upon
Lenders' Representative and the Concessionaire, the
shall extend the aforesaid period of 180 (one hundred and eighty)
days by a period not exceeding 90 (ninety) days.
for substitution
and the Concessionaire hereby agree that on or a%
Default or the date of representation to the
Four Laning of TalegaomAmravati Section of NH-6 from km
1W.000 to k m 166.725 (Length - km 66.73) in the State of
under Clause 3.3.2, as the case may be, the Lenders' Representative may,
without prejudice to any of the other rights or remedies of the Senior
Lenders, invite, negotiate and procure offers, either by private negotiations or
public auction or tenders for the take over and transfer of the Project
Highway including the Concession to the Nominated Company upon such
Nominated Company's assumption of the liabilities and obligations of the
Concessionaire towards the Authority under the Concession Agreement and
towards the Senior Lenders under the Financing Agreements.
3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated
Company shall be required to fulfil the eligibility criteria that were laid down
by the Authority for shortlisting the bidders for award of the Concession;
provided that the Lenders' Representative may represent to the Authority that
all or any of such criteria may be waived in the interest of the Project, and if
the Authority determines that such waiver shall not have any material
adverse effect on the Project, it may waive all or any of such eligibility
criteria.
3.4.3 Upon selection of a Nominated Company, the Lenders' Representative shall
request the Authority to:
(a)
accede to transfer to the Nominated Company the right to construct,
operate and maintain the Project Highway in accordance with the
provisions of the Concession Agreement;
@)
endorse and transfer the Concession to the Nominated Company, on
the same terms and conditions, for the residual Concession Period;
and
(c)
enter into a Substitution Agreement with the Lenders' Representative
and the Nominated Company on the same terms as are contained in
this Agreement
3.4.4 If the Authority has any objection to the transfer of Concession in favour of
the Nominated Company in accordance with this Agreement, it shall within
15 (fifteen) days fiom the date of proposal made by the Lenders'
Representative, give a reasoned order after hearing the Lenders'
...Representative. If no such objection is raised by the Authority, the
s . , .
' . - Rominated Company shall be deemed to have been accepted. The Authority
.A >';~
thereupon shall transfer and endorse the
...,
A. /
of its acceptanddeemed acceptance of the Nominated
:'.!I
-/,;;that in the event of such objection by the
,2-\
~. K , k . . ' ~e~r:&entative may propose another Nominated
' ,a' "i.-:-< :,:prpeedure set forth in this Clause 3.4 shall be
q:.!; : * ? ; ;
IJ
Four Laning of Talegaon-Amnvati Section of NH4 from km
74
Maharashha under NHDP Phase IIl on DBFOT Basis
such Nominated Company in place of the Concessionaire.
3.5 Selection to be binding
The decision of the Lenders' Representative and the Authority in selection of
the Nominated Company shall be final and binding on the Concessionaire.
The Concessionaire irrevocably agrees and waives any right to challenge the
actions of the Lenders' Representative or the Senior Lenders or the Authority
taken pursuant to this Agreement including the transfedassignment of the
Concession in favour of the Nominated Company. The Concessionaire
agrees and conf ms that it shall not have any right to seek revaluation of
assets of the Project or the Concessionaire's shares. It is hereby
acknowledged by the Parties that the rights of the Lenders' Representative
are irrevocable and shall not be contested in any proceedings before any
court or Authority and the Concessionaire shall have no right or remedy to
prevent, obstruct or restrain the Authority or the Lenders' Representative
from effecting or causing the transfer by substitution and endorsement of the
Concession as requested by the Lenders' Representative.
4 PROJECT AGREEMENTS
4.1 Substitution of Nominated Company in Project Agreements
The Concessionaire shall ensure and procure that each Project Agreement
contains provisions that entitle the Nominated Company to step into such
Project Agreement, in its discretion, in place and substitution of the
Concessionaire in the event of such Nominated Company's assumption of
the liabilities and obligations of the Concessionaire under the Concession
Agreement.
5 TERMINATION OF CONCESSION AGREEMENT
5.1 Termination upon occurrence of Financial Default
At any time after issue of a Notice of Financial Default, the Lenders'
Representative may by a notice in writing require the Authority to terminate
the Concession Agreement forthwith, and upon receipt of such notice, the
Authority shall undertake Termination under and in accordance with the
,. ... .
. . provisions of Article 37 of the Concession Agreement.
./ . ,,' .
/-'; .. ;,,. . , .
, . F2 ' .Termination when no Nominated Company is selected
:, .
j :. i ,,$/
i ; '
&the event that no Nominated Company acceptable to the Autho
, ;; . .
L. ~~
,, .? k..
' ',. .'' - ,selected and recommended by the Lenders' Representative within the
,
;... \.?
. . .of:180.(&e hundred and eighty) days or any extension thereof as set forth in
use 3.3.2, the Authority may terminate the Concession Agreement
Four LaniIIg of Tale~aon-Amravati Section of NH4 horn km
100.000 to -km 166.7% (Length - km 66.73) in the State of
forthwith in accordance with the provisions thereof.
53 Realisation of Debt Due
The Authority and the Concessionaire hereby acknowledge and agree that,
without prejudice to their any other right or remedy, the Lenders'
Representative is entitled to receive from the Concessionaire, without any
further reference to or consent of the Concessionaire, the Debt Due upon
Termination of the Concession Agreement. For realisation of the Debt Due,
the Lenders' Representative shall be entitled to make its claim from the
Escrow Account in accordance with the provisions of the Concession
Agreement and the Escrow Agreement.
6 DURATION OF THE AGREEMENT
6.1 Duration of the Agreement
This Agreement shall come into force from the date hereof and shall expire
at the earliest to occur of the following events:
(a)
Termination of the Agreement; 01
@)
no sum remains to be advanced, or is outstandig to the Senior
Lenders, under the Financing Agreements.
7 INDEMNITY
7.1 ' . General indemnity
7.1.1 The Concessionaire will indemnify, defend and hold the Authority and the
Lenders' Representative harmless against any and all proceedings, actions
and third party claims for any loss, damage, cost and expense of whatever
kind and nature arising out of any breach by the Concessionaire of any of its
obligations under this Agreement or on account of failure of the
Concessionaire to comply with Applicable Laws and Applicable Permits.
cost and expense arising out of failure of the Authority to fulfil any
its:.obligations under this Agreement, materially and adversely affecting
of the Concessionaire's obligations under th
or this Agreement, other than any loss, dama
.
, , , ,
exQense, arising out of acts done in discharge of their lawful func
\ ', :
. . ,, -Autho,nty, its officers, servants and agents.
\ . . : . , ."
, , :.
7.1.3--The%enders' Representative will indemnify, defend and
-
Four Laning of Talegaon-Amravati Section of NHd from km
Concessionaire harmless against any and all proceedings, actions and third
party claims for any loss, damage, cost and expense arising out of failure of
the Lenders' Representative to fulfil its obligations under this Agreement,
materially and adversely affecting the performance of the Concessionaire's
obligations under the Concession Agreement, other than any loss, damage,
cost and expense, arising out of acts done in discharge of their lawful
functions by the Lenders' Representative, its officers, servants and agents.
Party"), it shall notify the other Party responsible for indemnifying such
approval of the Indemnifying Party, such approval not to be unreasonably
withheld or delayed. In the event that the Indemnifying Party wishes to
contest or dispute the claim, it may conduct the proceedings in the name of
the Indemnified Party and shall bear all costs involved in contesting the
same. The Indemnified Party shall provide all cooperation and assistance in
contesting any claim and shall sign all such writings and documents as the
8.1 Dispute resolution
8.1.1 Any dispute, difference or claim arising out of or in connection with this
Agreement which is not resolved amicably shall be decided by reference to
arbitration to a Board of Arbitrators comprising one nominee each of the
Authority, Concessionaire and the Lenders' Representative. Such arbitration
shall be held in accordance with the Rules of Arbitration of the International
Centre for Alternative Dispute Resolution, New Delhi (the "Rules") or such
other rules as may be mutually agreed by the Parties, and shall be subject to
provisions of the Arbitration and Conciliation Act, 1996.
shall issue a reasoned award and such award shall be final
&d binding on the Parties. The venue of arbitration shall be Delhi and the
tration shall be English.
'. *. .A- :-' \ d *,; ..:!. ',~,.
EOUS PROVISIONS
and jurisdiction
Four Laning of TalegaowAmravati Section of NH-6 from km
77
Maharashha under NHDP Phase III on DBFm Basis
9.2 Waiver of sovereign immunity
(a)
commercial pupose;
(b)
(whether by reason of sovereignty or othewise) from such
(c)
(d)
9.3 Priority of agreements
In the event of any conflict between the Concession Agreement and this
Agreement, the provisions contained in the Concession Agreement shall
prevail over this Agreement.
..,'.,Al!. additions, amendments, modifications and variations to this Agreement
,,'./ . . -
/ 1: f&all be effectual and binding only if in writing and signed by the
, . > . /
representatives of the Parties.
Party of a default by another Party in the observance and
lw.CQ0 to km 166725 (Len@ - h 66.73) in the State of
(a)
@)
(c)
manner.
9.5.2 Neither the failure by either Party to insist on any occasion upon the
any obligation thereunder nor time or other indulgence granted by a Party to
another Party shall be treated or deemed as waiver of such breach or
hereunder.
(a)
@)
Party arising out of or caused by acts or omissions of such Party prior
to the effectiveness of such termination or arising out of such
termination.
surviving the cancellation, expiration or termination of this
only survive for a period of 3 (three) years
or expiry of this Agreement.
any provision of this Agreement is or
7-
invalid, Illegal or unenforceable or is declared by any court of competent
Four laming of TalegaowAmravati Section of NH-6 from km
79
under Clause 8 of this Agreement or otherwise.
9.10 Notices
Agreement shall be in writing, shall either be delivered personally or sent by
courier or registered post with an additional copy to be sent by facsimile or
e-mail. The address for service of each Party, its facsimile number and e-
mail address are set out under its name on the signing pages hereto. A notice
shall be effective upon actual receipt thereof, save that where it is received
after 5.30 (five thirty) p.m. on any day, or on a day that is a public holiday,
the notice shall be deemed to be received on the first working day following
the date of actual receipt. Without prejudice to the foregoing, a Party giving
or making a notice or communication by facsimile or e-mail shall promptly
the addressee of such notice or communication. It is hereby agreed and
acknowledged that any Party may by notice change the address to which
9.11 Language
ach of the Parties shall by notice in writing designate their res
representatives through whom only all communicat.
arty hereto shall be entitled to remove andlor substi
ointment of such authorised representative by similar n
Four Laning of Talegaon-Amavati Section of NH-6 from k m
100.000 to k m 166.725 (Length - km 66.73) in the State of
80
Maharashha under NHDP Phase UI on DBFOT Basis
9.13 Original Document
This Agreement may be executed in three counterparts, each of which when
executed and delivered shall constitute an original of this Agreement.
Four Laning of TalegaomAmravati s t i o n of NH-6 from km
1 W. W to km 166.725 (Length - km 66.73) in the State of 81
WRITTEN.
SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED
CONCESSIONAIRE by:
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
(Email address)
NATIONAL HIGHWAYS
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
(Email address)
SENIOR LENDERS by the Lenders' Representative:
(Signature)
(Name)
(Designation)
(Address)
(Fax)
(Email address)
In the presence of:
1.
lGfJ.CQ0 to km 166.725 (Length - km 66.73) in the State of
National Highways Authority of India PART 111: Non Technical Schedules
SCHEDULE W
6 e e Clause 47.3)
STATE SUPPORT AGREEMENT
THIS STATE SUPPORT AGREEMENT is made on this day of
200- AMONGST
1 THE GOVERNOR OF THE STATE OF MAHARASHTRA through the
Secretary, Ministry of , Government of Maharashtra,
(hereinafter referred to as "GOMH which expression shall unless repugnant
to the context or meaning thereof include its successors and permitted
assigns) of the One Part,
2 National Highways Authority of India, a statutory body established under
the provisions of the National Highways Authority of India Act, 1988,
through its [ ........... ] and having its principal office at G - 5 & 6, Sector - 10,
Dwarka, New Delhi - 110 075 (hereinafter referred to as "NHAI" which
expression shall unless repugnant to the context or meaning thereof include
its administrators, successors and assigns), of the Second Part,
AND
3 LIMITED, a company incorporated and
existing under the provisions of the Companies Act, 1956 and having its
registered office at (hereinafter referred to as the
"Concessionaire", which expression shall unless repugnant to the context or
meaning thereof include its successors and substitutes) of the Third Part.
(Unless repugnant to the context or meaning thereof GOMH, NHAI and the
Con
' -.r age --' iue hereinafter collectively referred to as "Parties" and singly as
Four Laning of Talegaon-Amravati Section of NH-6 from km 1 W. W to krn
83
166.725 (Length - k m 66.73) in the State of Maharashtra ?mda NHDP Phase
IU on DBFOT Basis
WHEREAS
A The Government of lndia in the Ministry of Shipping, Road Transport &
Highways has mandated as on date hereof and may entrust at any time to
NHAI specified sections of various National Highways situated within the
State of Maharashtra for, inter alia, improvement (including four laning),
operation and maintenance on Design, build, finance operate and transfer
("DBFOT") basis.
B The NHAI had decided to take up the improvement and strengthening of the
existing caniageway from km 100.000 to km 166.725, on the Talegaon - Amravati
Section of National Highway No. 6 (NH-6) in the State of Maharashtra, India
and widening thereof to 4 lanes and its improvement, operation and
maintenance on DBFOT basis (the "Project") through award of concession on
certain tenns and conditions as set forth in the Concession Agreement (as
defined hereinafter).
C NHAI had accordingly, invited Request for Proposals dated I.......] (the
--.-
"RFP") for selection of DBFOT Entrepreneurs for, inter alia, execution and
implementation of the said Project on DBFOT basis.
D NHAI had after evaluation of bids received, in response to the RFP, accepted
the bid of the Consortium and had issued its Letter of Acceptance ride Letter
No. dated -- (the"L0A) to the Consortium
requiring, inter alia, the execution of the Concession Agreement pursuant
thereto.
E The Consortium had promoted and incorporated the Concessionaire as a
limited liability company to enter into the Concession Agreement pursuant to
the LOA for undertaking, inter alia, the design, engineering, financing,
utility shifting , tree cutting, improvement, construction,
of the Project on DBFOT basis as referred to in
and t6'fuIfill its other obligations under the Concession Agreement
accept the Concessionaire as the
1 . .
\ khah undertake and fulfill and perform the obligations and
\ . '
' Gt , the.. . o~ort i um under the LOA, including
~;?te&nt~6'k entered into pursuant to the LOA.
-.
Four Lamng of Talegdon-Amravatl Secbon of N11-6 from km 100 WO to km
166 725 (Len~th - km 66 751 irn thr Stale of Maharasht:a under NtIDI' Plnase
In on DBFO? Basis
F NHAI agreed to the said request of the Consortium and had accordingly
entered into the Concession Agreement with the Concessionaire pursuant to
the LOA for, inter alia, the design, engineering, financing, procurement,
utility shifting, tree cutting, improvement, construction, operation and
maintenance of the said Project Highway including the widening thereof to 4
lanes on DBFOT basis subject to and on the terms and conditions setforth
therein including schedules forming part thereof.
G GOMH recognizes that the implementation of the Project and its continued
operation and maintenance under and in accordance with the Concession
Agreement is necessary and required for the development of the State of
Maharashtra in general and development of infrastructure for economic
development and growth of the State in particular and acknowledges that to
enable the implementation of the said Project, including to facilitate its
financing and its operation and maintenance on DBFOT basis, in accordance
with the Concession Agreement, it is necessary for the GOMH to agree and
undertake to support and extend complete cooperation to the Concessionaire
and NHAI with respect to the implementation of the Project.
H GOMH, NHAI and the Concessionaire have agreed that for the successful
implementation of the Project, including performance of its obligations by the
Concessionaire under and in accordance with the Concession Agreement
requires extensive continued support and grant of certain rights and
authorities as hereinafter set forth by GOMH and is an essential precondition
for mobilization of resources therefore by the Concessionaire and therefore it
is necessary and expedient to enter into this Agreement.
Four Laning of Talegaon-Amravati Section of NH-6 from km 1W.OM) to km
85
166.7'25 (Length - km 66.73) in the State of Maharashha under NHDP Phase
I l l on DBFW Basis
NOW THEREFORE THE PARTIES HERETO HEREBY AGREE AND THIS
AGREEMENT WITNESSETH AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement the following terms shall, unless repugnant to the context
or meaning thereof, have the meaning hereinafter respectively assigned to
them.
1.1.1 "Agreement" means this State Support Agreement and all annexures hereto
and amendments if any thereto made in accordance with the provisions
contained herein in this behalf.
1.1.2 "Concession Agreement" means the Concession Agreement dated
entered into between NHAI and the Concessionaire for, inter
alia, the implementation of the Project as more fully described therein and
shall include all of its annexwes and appendices and any amendments thereto
made in accordance with the provisions contained in this behalf therein.
1.1.3 "Cure Period means the period specified in this Agreement for curing any
breach or default under this Agreement by a Party and shall commence from
the date on which notice is delivered to the Party in such breach or default by
any of the other Parties requiring it to cure such breach or default.
1.1.4 "GOMH Agency" means and department, body, authority, commission,
instrumentality, agency, Municipality, Panchayat or other local authority or
any statutory body or authority under the control of GOMH or which is
subject to supervision, diretion or control of GOMH in respect of any matter
or which can be suspended, superseded or dissolved by GOMH.
1.1.5 "Local Taxes" means any state or local taxes, duties, levies, cess, fee or octoroi
or,,;nryjlmpoft or surcharge of like nature on the whole or any part of the
; . 1 _ . '
,~af$ic"including any motorized vehicles or goods while in transit on the
, ,
part of the Project Highway.
!
,
. .
1.1.6 ".MosRTH" , ; . . ' ., means Ministry of Shipping, Road Transport
e>&G&fiii&wif Road Transport & highways.
--.
\:; >r, :/.
Four Laning of Talegaon-Amravati Section of NH-6 from km 100.OM1 to km
- 86
166.725 (Length - km 66.73) in the State of Maharashka under NHDP Phase
I11 on DBFOT Basis
National Highways Authority of India PART Ill: Non Technical Schedules
1.1.7 "Municipality" shall have the meaning as assigned to it in Article 243Q of the
Constitution of India.
1.1.8 "Panchayat" shall have the meaning as assigned to it in Artide 243B of the
1.1.9 "State Support" means the obligations assumed and the facilities agreed to the
provided by GOMH to the Concessionaire hereunder or pursuant hereto and
shall include the support obligations of the GOMH as setforth in the
Concession Agreement.
1.1.10 "Substitution Agreement" means the Substitution Agreement dated
entered into between the Senior Lenders, NHAI and the
Concessionaire in relation to the Project and providing for substitution of the
Concessionaire by any other person selected by the Senior Lenders in the
manner and subject to and on the terms and conditions set forth therein and a
copy of which is annexed hereto and marked as "Annexure 'A'."
---
Agreement and not defined herein but defined in the Concession Agreement
shall have, unless repugnant to the context, the meaning respectively assigned
to them in the Concession Agreement. Words and expressions used in this
Agreement and neither defined herein nor in the Concession Agreement but
defined in the Substitution Agreement shall have the meaning respectively
assigned to them in the Substitution Agreement.
1.3 In this Agreement unless the context otherwise requires-
(a)
any reference to a any statue or any statutory provision shall include
any amendment or re-enactment or consolidation thereof so far as such
amendment or re-enactment or consolidation applies or is capable of
any transactions entered into hereunder;
importing singular shall include plural and vice
:. .
ence to a "person" and words denoting natural
166.725 (Length - k m 66.73) in the State of Maharashha under NHDP Phase
In on DBFOT Basis
having a separate legal entity) and shall include Government
Instrumentalities and GOMH Agencies;
(c)
the headings are for convenience of reference only and shall not be
used in and shall not affect the construction or interpretation of this
Agreement;
(d)
terms beginning with capital letters and defined in this Agreement
shall have the meaning asaibed thereto herein;
(e)
the words "include" and "including" are to be construed without
limitation.
( f )
any reference to a "day" shall mean reference to a calendar day;
(g)
any reference to "month" shall mean reference to a calendar month;
Q
the Annexures and appendices to this Agreement form an integral part
of this Agreement and will be in full force and effect as though they
were expressly set out in the body of this Agreement;
#
(i)
any reference at any time to any agreement, deed, instrument, license
or document of any description shall be construed as reference to that
agreement, deed, instrument,, license or other document as amended,
varied, supplemented, modified or suspended at the time of such
reference provided that this clause shall not operate so as to increase
liabilities or obligations of GOMH or NHAI hereunder or pursuant
hereto in any manner whatsoever.
(i)
References to Recitals, Clauses, Sub-clauses, Paragraphs, Annexures or
Appendices in this Agreement shall, except where the context
otherwise requires, be deemed to be references to Recitals, Clauses,
Four Laning of Talegaon-Amravati S d o n of NH-6 from km 1 W. W to km
166.725 (Len& - km 66.73) in the State of Maharashtra under NHDP Phase
and effectual only if it is in writing under the hands of duty authorized
representative of such Party or the Senior Lender(s), as the case may
be, in this behalf and not otherwise; and
(I)
Any reference to any period commencing "from" a specified day or
date and "till" or "until" a spenfied day or date shall include both days
or dates.
(m) "Concessionaire" shall include Selectee under the Substitution
Agreement.
Four Lanina of TalwaorrAmravati Section of NII-6 from kzm1W.MO to km
89
166.725 (~e&th - k ; 66.73) in the State of Maharashha under NHDPPhase
Ill on DBFOT Basis
National Hiaways Authority of India PART 111: Non Technical Schedules
2. TERM
2.1 This Agreement shall come into force on and from the date hereof and shall
continue to be in full force and effect for (i) the period the Concession
Agreement is in force and effect in accordance with the terms thereof
including any extension thereof, or (ii) final determination and discharge by
GOMH of all of its liabilities and claims hereunder against it, whichever is
later.
3. SUPPORT OF GOMH
3.1 In Consideration of the Project being in the interests of the State of
Maharashha and its economic growth and development and the
Concessionaire entering into the Concession Agreement and agreeing to
comply with its obligations hereunder, GOMH agrees and undertakes to
observe, comply with and perform the following with reference to the
Concession Agreement and the Project:
(i)
enable continued access to the Site to the Concessionaire for peaceful
use of and operations at the Site by the Concessionaire under and in
accordance with the provisions of the Concession Agreement without
any let or hindrance from GOMH or persons claiming through or
under it or any GOMH Agency;
(ii)
subject to the Concessionaire complying with Applicable Laws,
including payment of prescribed fee and charges, if any, provide to the
Concessionaire Applicable Permits to the extent GOMH or any
Governmental Instrumentality of GOMH is entitled to issue;
(iii) upon written request from the Concessionaire, assist the
Concessionaire in obtaining access to all necessary infrastructure
.--.
,.-,<!:f&fi&? from any Governmental Instrumentality of GOMH and to
. ~. ,
utilities, including water, electricity and telecommunication facilities at
tes and on terms no less favorable to the Concessionaire
generally available to commercial customers receiving su
t services;
Four Laning of Talegaon-Amravati Section of NH-6 from km 1W.MX) to km
166.725 (Length - km 66.73) in the State of Maharashtra under NHDP Phase
111on DBFOT Basis
(iv)
ensure that no barriers are erected or placed on the Project Highway by
GOMH or any GOMH Agency that interrupts free flow of traffic on
the Project Highway except on account of any law and order situation
calamities, disasters (natural, accidental or due to any act or omission
of any person or accident or otherwise) or upon national security
considerations;
(v)
provide the Concessionaire with assistance through a dedicated team
against payment of prescribed fee and charges, if any, for regulation of
traffic on the Project Highway;
(vi)
provide the Concessionaire with police assistance in the form of
dedicated highway patrol parties against payment of prescribed costs
and charges, if any, for patrolling and provision of security on the
Project Highway;
(vii)
0bSe ~e and comply with its obligations set forth in this Agreement;
(viii) support, cooperate with and facilitate NHAI and the Concessionaire in
the implementation of the Project;
(i)
subject to and in accordance with the Applicable Laws including
payment of prescribed fee and charges, if any, assist the Concessionaire
in the procurement of all Applicable Permits required from any
municipality and other local authorities and bodies including
Panchayats in the State of Maharashtra for the implementation of the
Project;
(x)
ensure and procure, subject to and in accordance with the Applicable
Laws, that all relevant municipality and other local authorities and
bodies including Panchayats in the State of Maharashtra do not put
, a n w e r s or other obstructions on the Project Highway or accesses
nterrupt free flow of traffic on the Project Hi
rocure, subject to and in accordance with the
i:.: <:' \ 1 L&, t?mt all relevant municipal and other local a u t h o r i t i e ~ ~ ~ ~ ~ ~
i.. . ..
'\. ~fiebding' yincha~ats A:I 3 ; : 2. , in the State of Maharashtra do no .Clew<(
hnp%/ ny Local Taxes on the Project Highway or on the traffic an or
Four Laning of Talegaon-Amravati Section of NH-6 from km 100.W to km
91
166.725 lLeneth - km 66.73) in the State of Maharashba under NHDP Phase
National Highways Authority of India PART I 1 1 NonTechnical Schedules
goods moving on the Project Highway without prior express written
consent of the GOMH and after prior consultation with NHAI;
(xii) support, cooperate with and facilitate the NHAI and the
Concessionaire in the implementation and operation of the Project
Highway in accordance with the provisions of the Concession
Agreement;
(xiii) not do or omit to do any act, deed or thing which,may in any manner
be violative of or cause the Concessionaire to violate any of the
provisions of the Concession Agreement; and
(xiv) obsewe and comply with all of its obligations setforth in this
Agreement.
3.2 Notwithstanding anything to the contrary contained in the Agreement,
GOMH may construct and operate either itself or have the same, inter alia,
built and operaied on DBFOT basis or otherwise any Expressway or other toll
road, not Wi g a bye-pass, between inter alia, from km 100.000 to k m 166.725
of NH - 6 (the "Additional Tollway"), provided that such Additional Tollway
shall not be opened to traffic before expiry of 15 (fifteen) years from the
Appointed Date
3.3 GOMH agrees and undertakes that it shall not build and construct nor shall it
cause to be built and constructed any Competing Road in breach of the
3.4 GOMH agrees and undertakes that it shall not levy, nor permit or authorize
any Panchayat or Municipality to levy, any property taxes on or for the Site or
Project Highway any additional toll, fee, charge or other tax on the use of
whole or any part of the Project Highway.
3.5 GOMH acknowledges the rights of Senior Lenders and NHAI under the
Substitution Agreement to undertake the substitution of the Concessionaire in
accord--.%erewith and hereby covenants that upon substitution of the
, - , \ ' . . i
Co~be$ionaire.. by the Selectee pursuant to and in accordan
S$~;iiN~i&
eement, it shall be deemed for the pu
, : \
Agreement that as if Selectee is a Party hereto and the
/ I %,
aqpru.ingly. be deemed to have succeeded to the rights and ob
, . , ~ .
. .
~ o h + s &i e : y , &r this Agreement on and with effect from th
\ : > - .~~
s u b s t i t u h f &e Concessionaire by the Selectee.
Four Laning of Talegaon-Amravati Section of NH-6 from k m 100.000 to km
166.725 (Len@h - km 66.73) in the State of Maharashha under NHDP Phase
ID on DBFOT Basis
.
-
3.6
GOMH acknowledges and agrees that each of the Concessionaire and the
NHAI shall have the right to seek specific performance of this Agreement.
4. CONCESSIONAIRE'S OBLIGATIONS
4.1 Concessionaire agrees and undertakes to perform, observe and comply with
the following :
(i)
All Applicable Laws and Applicable Pennits;
(ii) The provisions of the Concession Agreement, the Substitution
Agreement, and the Project Agreements; and
(iii)
Its obligations under this Agreement.
5. REPRESENTATIONS AND WARRANTIES
5.1 The Concessionaire reiterates all of the Concessionaire's representations and
warranties setforth in Article 7.1 of the Concession Agreement as if the same
have been expressly incorporated herein by reference and makes the
following further representations and warranties:
(i)
It is duly organized, validly existing and in good standing under the
laws of India.
(ii)
It has power and authority to execute, deliver and perform its
obligations under this Agreement and to carry out the transactions
contemplated hereby;
(iii)
It has taken all necessary corporate and other action under Applicable
Laws and its constitutional documents to authorize the execution,
delivery and performance of this Agreement;
(iv)
This Agreement constitutes its legal, valid and binding obligation
enforceable against it in accordance with the terms hereof;
(v)
It is subject to civil and commercial laws of India with respect to this
t and it hereby expressly and irrevocably waives any
ty in any jurisdiction in respect thereof;
t h e information furnished to the GOMH pertaining to the
oncessionaire including its constitution and existing and
ding structure is now and shall be true and correct
d Date and COD;
Four Laning of Talegaon-Amravati Section d NH-6 from km 100.DrX) to krn
. 166.725 (Length - km 66.73) in the State of Maharashha under NHDP Phase
IU on DBFOT Basis
(vii)
The execution, delivery and performance of this Agreement will not
conflict with, result in the breach of, constitute a default under or
accelerate performance required by any of the terms of the
Concessionaire's Memorandum and Articles of Association or any
member of the Consortium or any Applicable Laws or Applicable
Permits or any covenant, agreement, understanding. decree or order to
which it is a party or by which it or any of its properties or assets is
bound or affected;
(viii) There are no actions, suits, proceedings or investigations pending or, to
the Concessionaire's knowledge, threatened against it at law or in
equity before any court or before any judicial, quasi judicial or other
authority, the outcome of which may result in the breach of or
constitute a default of the Concessionaire under this Agreement or
which individually or in the aggregate may result in any material
adverse effect on its business, properties or assets or its condition,
financial or otherwise, or in any impairment of its ability to perform its
obligations and duties under this Agreement;
(ix)
The Concessionaire has no knowledge of any violation or default with
respect to any order, writ, injunction or decree of any court or any
legally binding order of any Governmental Instrumentality which may
result in any material adverse effect or impairment of the
Concessionaire's ability to perform its obligations and duties under
this Agreement;
(x)
The Concessionaire has complied with all Applicable Laws and
Applicable Permits, and has not been subject to any fines, penalties,
injunctive relief or any other civil or criminal liabilities which in the
aggregate have or may have material adverse effect on its financial
condition or its ability to perform its obligations and duties under this
Agreement;
(xi)
Each Consortium Member was and is duly organized and existing
under the laws of the jurisdiction of its incorporation and has full
power and authority to consent to and has validly consented to the
Concessionaire entering into this Agreement with the GOMH;
"-..
. -,.,.
'No representation or warranty by the Concessionaire contained qet'il:.: 1' :
or in any other document furnished by it to GOMH, or to any
t>>
& $ ,
Agency in relation to Applicable Permits contains or will con
+\-
untrue statement of material fact or omits or will omit to k$&p"
%. '~ -~
~ i ~ ; ~ ; ~ g k f Talegaon-Amravati W o n of NHd from km 100.WO to km
94
166.725 (Length - lun 66.73) in the State of Maharashha under NHDP Phase
Ill on DBFOT Basis
-Jx- 103
material fact necessary to make such representation or warranty not
misleading;
(xiii) The Concessionaire warrants that no sums have been paid or will be
paid, by or on behalf of the Concessionaire, to any Person by way of
fees, commission or otherwise for entering into this Agreement or for
influencing or attempting to influence any officer or employee of
NHAI, or GOMH in connection herewith; and
(xiv) The Concessionaire is subject to civil and commercial laws of India
with respect to this Agreement.
5.2 GOMH represents and warrants to the Concessionaire that :
(i)
It has full power and authority to execute, deliver and perform this
Agreement.
(ii)
It has taken all necessary governmental action to authorize the
execution, delivery and performance of this Agreement; and
(iii)
This Agreement constitutes the legal, valid and binding obligation of
GOMH enforceable against it in accordance with its terms.
6. SOVEREIGN IMMUNITY
6.1 GOMH hereby unconditionally and irrevocably:
(i)
Agrees that the execution, delivery and performance by it of this
Agreement do not constitute sovereign acts;
(ii)
Agrees that should any proceedings be brought or any execution,
attachment or any other legal process is made against it or its assets,
property or revenues in any jurisdiction in relation to or arising out of
this Agreement or any transaction contemplated by this Agreement, no
immunity (whether by reason of sovereignty or otherwise) from such
proceedings, execution, attachment or other legal process shall be
, , ; . ?:. ., .
claimed by or on behalf of GOMH or with respect to any of its assets,
property or revenues;
waives any right of immunity, which it or its assets pro
revenues now has or may acquire in the future or which
,. attributed to it in any jurisdiction; and
t.
consents generally to the enforcement of any judgment
against it in any such proceedings including to the giving of
Four Laring of Talegaon-Amravati Section of NH-6 from km 100.WO to h
95
166.725 (Length - k m 66.73) in the State of Maharashha under h WP Phase
111on DBFOT Basis
or the issue of any process in any jurisdiction in connection with any
such proceedings including the making, enforcement or execution
against it or any of its assets, property or revenues, of any order,
judgment or decree that may be made or given in connection
therewith.
6.2 Notwithstanding anything to the contrary herein contained such waiver of
right of immunity shall not apply to
a)
Property and assets of any consular or diplomatic mission or consulate
or
b)
Property belonging to the Defence services and such assets of the
Union of India.
/
7. Breach and Compensation
7.1 In case GOMH or any GOMH Agency is in material breach of any of its
obligations under this Agreement, and such breach is not cured within 30
days of receipt of a notice in writing in this behalf from the Concessionaire to
GOMH with copy to NHAI and which has not occurred as a result of
Concessionaire's breach of its obligations under this Agreement or the
Concession Agreement or Force Majeure, GOMH shall pay to the
Concessionaire, all direct additional costs suffered or incurred by the
Concessionaire, determined by MOSRTH as arising out of such material
default by GOMH.
7.2 In case of any dispute by GOMH on admissibility of the claim or extent of
compensation determined by MOSRTH, the claim shall be settled in
accordance with the Dispute Settlement mechanism provided in Clause 9 of
this Agreement.
y such compensation, as determined by MOSRTH or through the Dispute
lement mechanism setforth in Clause 9 hereof as payable by GOMH shall
aid to the Concessionaire by GOMH, in one lump sum wi
days of receipt of MOSRTH's determination of compensation or
the arbitration pursuant to the Dispute Settlement mechanis
ause 9 of this Agreement.
. -=.
Four Laning of Talegaon-Amravati Section of NH-6 from km 1W.WO to km
96
166.725 (Length - km 66.73) in the State of Maharashha under NHDP Phase
111on DBFOT Basis
7.4 In the event of the Concessionaire being in material breach of any of its
obligations under this Agreement and such breach is not cured by the
Concessionaire within 30 days of receipt of a notice in writing from GOMH or
NHAI (the "Claiming Party"), as the case may be, with copy to the other of
them and which has not occurred as a result of breach by Claiming Party of its
obligations under this Agreement or the Concession Agreement or Force
Majeure, the Concessionaire shall pay to the Claiming Party, all direct
additional costs suffered or incurred by it determined by MOSRTH as arising
out of such material breach by the Concessionaire. In case of any dispute by
the Concessionaire on the admissibility of such claim or the extent of
compensation by MOSRTH, the claim shall be settled in accordance with the
Dispute Resolution mechanism setforth in Clause 9 of this Agreement. Any
such compensation, as determined by MOSRTH or by an Award in any
arbitration pursuant to Clause 9, shall be paid within 90 (ninety) days of
receipt of such MOSRTH determination or Award, as the case may be.
8. INDEMNITY
8.1. The Concessionaire will indemrufy, defend and hold GOMH and NHAI
harmless against any and all proceedings, actions and claims for any loss,
damage, cost and expense of whatever kind and nature arising out of design,
engineering, construction, operation and maintenance of the Project Highway
or arising out of any breach by the Concessionaire of any of its obligations
under this Agreement or on account of failure of the Concessionaire to
comply with, and 0bSe ~e Applicable Laws and Applicable Permits;
8.2. GOMH will, indemnify, defend and hold harmless the Concessionaire against
any and all proceedings, actions and third party claims for any loss, damage,
cost and expense arising out of failure of GOMH to fulfill any of its
obligations under this Agreement materially and adversely affecting the
Agreement other than any loss, damage, cost and expense, arising out of acts
/--.
' .. '.i :? - done in good faith in discharge of their lawful functions by
/,; 8. -:
officers, servants and GOMH Agencies;
Without limiting the generality of Clause 8.2, the GOMH shall inde
Concessionaire and shall save it harmless from and against any
to be made by the Concessionaire with respect to levy of any Local
Fo;u bning of Talegaon-Amravati Sgtion of NH-6 from !an 100.W to km
97
166.725 (Length - k m 66.73) in the State of Maharashtra under NHDP Phase
111on DBFOT Basis
PART 111: Non Technical Schedules
Taxes [provided nothing contained herein shall be construed or interpreted as
restricting in any way or manner the right of GOMH or any municipality,
Panchayat or other local authorities to levy any taxes which they or any of
them are lawfully entitled to levy, impose or collect (the "Expected Taxes").
The Concessionaire shall not be entitled to and GOMH shall be under no
obligation to reimburse Expected Taxes to the Concessionaire or any person
claiming through or under the Concessionaire;]
8.4.
In the event that any of the Parties receives a claim from a third party in
respect of which it is entitled to the benefit of an indemnity under this Clause
8 or in respect of which it is entitled to reimbursement hereunder (the
"Indemnified Party") it shall within 14 (fourteen) days of receipt of the claim
or payment, as the case may be, communicate such claim to the Party
obligated to indemmfy the Indemnified Party hereunder (the "Indemnifying
Party") and shall not settle or pay the claim without the prior approval of the
Indemnifying Party. In the event that the Indemnifying Party wishes to
the Indemnified Party and shall bear all costs involved in contesting the same.
The Indemnified Party shall provide to the Indemnifying Party all
cooperation and assistance in contesting any claim and shall sign all such
writings and documents at the risk and cost of the Indemnifying Party as the
9. GOVERNING LAW AND DISPUTE SEITLEMENT
9.1. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of India. The provisions contained in Clause 8 and 9
shall sunrive the termination of this Agreement.
9.2. Any dispute, difference or controversy of whatever nature howsoever arising
out of or in connection with or in relation to this Agreement which is not
g Parties (collectively the "Respondents"), the same shall
~-:
Four Laning of Talegaan-Amravati Section of NFI-6 from km 100.000 to km 98
166.725 (Length - lun 66.73) in the State of Maharashha under NHDP Phase
Il l on DBFOT Basis
Respondents are unable to agree upon such arbitrator than such arbitrator
shall be appointed by the International Centre for Alternative Dispute
Resolution, New Delhi in accordance with its Rules of Arbitration. Such
International Centre for Alternative Dispute Resolution, New Delhi. The
arbitration shall be subject to the provisions of the Arbitration and
Conciliation Act, 1996 as amended from time to time. The Arbitrators shall
issue a reasoned award. The venue of such arbitration shall be New Delhi,
India. The Award made in any such arbitration shall be final and binding on
the Parties.
9.3. Parties agree that they shall continue to perform their respective obligations
under this Agreement during such arbitration, unless the performance or
otherwise of such arbitration is itself the subject matter of arbitration.
9.4. The Courts of Delhi shall have exclusive jurisdiction over all matters arising
out of or relating to this Agreement.
10.1. Alteration of Terms
All additions, amendments, modifications and variations to this agreement
shall 'be effectual and binding only if it is in writing and signed by the duly
authorized representatives of GOMH and the Concessionaire.
10.2. Time or Indulgence Allowed
An indulgence by a Party to any of the other Party in respect of any obligation
or matter hereunder including time for performance to such other party or to
remedy any breach hereof shall not be construed as a waiver of any of its
rights hereunder by the Parties and ay such indulgence may be on such terms
and subject to such conditions as the Party giving it may specify and shall be
3.GiUegal by any competent arbitration tribunal or court, such
Four Laning of Talegaon-Amravati Section of NH4 from tar, 1 0 0 W to km
Ill on DBFOT Basis
National Hi&ways Authority of India PART 111:Non Technical Schedules
unenforceability or illegality shall not prejudice or affect the remaining
provisions of this Agreement, which shall continue in full force and effect.
10.4. Language
All notices, certificates, correspondence or other communications under or in
connection with the Agreement shall be in English
10.5. Notices
Any notice or communication hereunder shall be in writing and shall either
be delivered personally or sent by registered or by electronic means. A copy
of facsimile transmission or other means of telecomunication shall be sent in
permanent written form. A copy of all the notices and communications will
also be forwarded to the Lenders Representative. The service of notice shall
unless otherwise notified by a notice hereunder to the parties at their
following address:
IF to GOMH:
Attn :
Fax no :
Tel no.
IF to the NHAI:
Attn:
Fax no.
Tel no.
IF to the Concessionaire:
Attn :
Fax no.
Tel no.
%.$*Tee pursuant hereto will be deemed to have been received on the date
&he; such notice is in fact received by the addressee.
, ,. ,
:., .. ~ * &
. . . . .
i
/.
10.6. \ Ajlthonzed Representatives
\&'ch of the Parties shall by notice in writing designate their
\\ '.'
aworized:rkpresentatives through whom only all
.-_--
Four Laning of Talegaon-Amravati Section of NH-6 from k m 1Ml.OW to km
166.m (Length - km 66.73) in the State of Maharashha under NHDP Phase
In on DBFOT Basis
made. A Party hereto shall be entitled to remove and/or substitute or make
fresh appointment of its such authorized representative by similar notice.
10.7. Original Document
This Agreement is made in three counterparts, each of which shall be deemed
to be an original.
10.8. In case of any conflict between this Agreement and the Concession
Agreement, the provisions contained in the Concession Agreement shall be
binding on parties signing this State Support Agreement.
10.9. This Agreement is solely for the benefit of the Parties and no other person or
10.10. Termination of this Agreement shall not relieve any Party of any accrued
rights, obligations and liabilities arising out of or caused by any act or
omission of a Party into the effective date of such termination or arising out of
such termination.
3-
10.11. This Agreement shall be binding on and shall inure to the benefit of
successors and permitted assigns.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE PUT THEIR HANDS
HEREUNTO ON THE DAY, MONTH AND YEAR FIRST ABOVE WRIITEN.
FOR CONCESSIONAIRE FOR GOVT. OF
BY : BY :
Name : Name:
Title:
OF INDIA
Title:
Four Laning of Talegaon-Amravati Section of NH-6 from irm lM).WO to km
101
111on DBFOT Basis
In the presence of:
1.
Four Laning of Talegaon-Amravati Section of NH-6 horn km IW.WO to km
102
111 on DBFOT Basis
I
1 m r f d x q l ~hol l e: 91-11-25074100~50742M)
I ( ~ ~ , ~ ~ ~ T T 4 n t ~ ) h l F a x : 91-H-25093507 1 25093514
.-.-
ww.""'"-: *'" ""'" ' "" ""553
*-5 6, *-lo. W3T. %8t-l10 075
G 5 & 6. Sector-10, Dwarka. New Delhi-110075
'1.0
As per the list
(Annexure -I l3iddeo who have been shortlisted fbr Talcgnon - Amravati section of NH-6
front km 100.00 to km 166.725 i n tllc slate of MaharasLtra)
Sub:
4 laning of Talegaon - Amravati scction o f NIi-6 Vrotii kni 100.00 l o krn 166.725 in
the state of Maharashtra under NI-IIIP - Ill on UOI' Cl'oll) Basis - fi fcnsi on I,/ Bid
D~rr Dote.
UeT:
.l'his office letter No. NHAIIUO'I'/l1019/'20/2008 dated 20.04.2009 and 04.06.2009
Sir,
'l'his is l o notiry that the Hid Due Date specilied i n paragraph 1.3 (Volunle I) ol'the
111' 1' for "4 laning ofTalegaon - A~nravati section of NH-6 f hm km 100.00 to kn1 166.725 in
the State OF Mahanshtra" project has been extended and is now schedule for 2510612009. Al l
other provisiorts ofthe KFP shall remain unaltered.
Notwithstanding the postponement of l hc Bid Due Date as aforesaid. thc provisions
orparagraph 2.1.18 Sor the RFP shall apply to all short-listed Hiddcr (or this project) 8s if the
Rid Due Date had not been extended.
Your sincerely.
Ilajcsh Puonia
Gcncral Maoager(l 3V~)l H
~ ..~..
Shortlisted Applicaels
~.. -- . .
Consortium
1
7
~ a y t a s 1nfi.a Assets Ltd.
6-3-1 ISM 1&2,3'" Floor, Maytas I-louse, Rcg[~~npct, Ilydcrabad -- 50001 6
'lkl : 0091-4040409373
Fax : 009 14 10-40409385\
Kind Attn : Mr. G. Chandrasckltitr, I K M
. . ..~ ~~. ..... ..
1,arsen & l'oubro Ltd.
I.&T Int'rastructure Development I'rojecls l.tci.
IIEC Division, Mount Poonamallee Road.
Manapakkam. I'ost Hox No. 979 ,Chcnnai - 600089
Tel : 009 1 - 44- 22526000/ 22528000
Fax : 009 1 -. 44 - 22528724
Kind Atln : d.Subramanian, Head ,Comntereial- Roads & Aivport
.. . ~~ .~ ~. ..~
IDEB - SUCG Consortium
IIIEB Projects (1') Ltd. -
9'%1oor, DcllaTowor, SS'I.1' , No.-7 . White lield.
Main Road , Varthur Kodi . Rsnglore 560066
I'ax:+080-66161110
-
Enlail : ariiitdchkilidchinc.o,m
Kind Attn : Arijit Deb, Sr. General manager, llusiners Devlopment &
Contracts
. -- . -. -. -
h - I IRE - a k a consortium \
IRB infrastructures Ilevclopers 1,td.
I RB Complex. Chandivali Farm, Chandivnli Village.
Atldheri (E), Mumbai -400072
P&K: +91 -22-66751024
Email : infi~~ii~i~b.co.in
~ ..-. ~ ~- ~
Valecha-SHEl-Galfar Consortium
Valecha Engineering Ltd
Valecha Chambers': 134 New I..ink Road
Andheri (Wcsl). M~~rnhai - 400053
Tel: 26733625: Fax: 022 26733945
Emnil: l endcvt 5val cc~~
Kind Attn : Mr. C.K.C:hhatre, General Manager
APPENDIX -I
Letter Comprising the Bid
(Refer Clause 2 1.5 and 2.14)
Date: 1'' June 2009
g.
$3..
&ub:
"'Bid for Four-Laning of ~al k~aon- ~mr avat i Section of NH-6 from km 100.000 to km
fj66.725 (Length-km 66.73) in the State of Maharashtra under NHDP-Phase Ill on DBFOT
. . . .
@asis. . . . . .
.
z!:. ,
3 . ; .
;:bar Sir, . . ',. . : ' . ? , . .
. .
.>
. .
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.. .
Wfi reference toyour RFP document dated March, 2009
. ,
~
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i 1.
we;. having &amined the Bidding documepts and underst.ood itscbntents, hereby . .-
submit our Bid for the aforesaid Project. The application is unconditional and unqualified.
!
..:
2.
' All information provided in the.Bid andlin the Appendices is true and corred. '
-.>. . .
. . .
3. This statement is made for the express purpose of qualifying as a Bidder for the
development, construction, operation and maintenance of the aforesaid Project.
4. W&shali make available to the Authority any additional information it may find necessary
. or require to supplement or authenticate the Bid. . .
5. We acknowledge the right of the ~uthority to reject our Bi d. without
assigning any reason or othetwise And hereby waive our right. to challenge the same on
any account whatsoever. - . . .
. .
.- .- ~
.. . .~.. . ~. , . . . . . * .
6. last three. years, welany of the ConsoFtium Members have neither
failed to perform on any' contract, as evidenced by imposition of a penalty or a judicial
pronouncement or arbitration award. nor been expelled from any project or contract nor
have had any contract terminated for breach on our pati.
7. We declare that: "+_- .
; ..
. :.\
'examined and have no reservations to the-
Addendum issued by the Authority.
. .
'.
o not have any conflict of interest in acco?dance. with Clause
of the RFP document;
(c)
We have not directly or indirectly or through an agent engaged or indulged in any
corrupt practice, fraudulent practice, coercive practice, undesirable pract~ce or
restrictive practice, as defined in Clause No. 4.3 of the RFP document, in respect
of any tender or request for proposal issued by or any agreement entered into
with the Authority or any other public sector enterprise or any government,
Central or state: and
(d)
We hereby certify that we have taken 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 practice, coercive
practice, undesirable practice or restrictive practice.
We understand that you may cancel the Bidding Process at any time and that you are
neither bound t o acceDt any Bid that you may receive nor to invite the Bidders to Bid for
-the Project, without incuwnb any liabihty to the Bidders, in accordance with Clause 2.6 of
#e RFP document.
We believe that welour Consortium /proposed Consortium satisfy(ies) the Net Worth
criteria and .meets the requirements as specified in the RFQ document and arelis
qualified .to .submit a Bid accordance with t he guidelines for qualification of bidders
!seeking to 'acquire stakes i n public Sector Enterprises. through the process of
disinvestment issued by the GO1 vide Depa.rtment of Disinvestment O M No. 61412001-
. DPl l . dat ed 13" July, 2001 . which ~ guidelines apply mutatis . mutandis . . to the Bidding
. -
Process. . . . -
. .
...
'We di har e t hat we 1siy ember of the ~~"sort i urn, arelis not a member of a/ any other
Consortium submitting a Bid for the Project.
. .
We certify that in regard t d matte&. other than _security and. integrity of the
oountr)i. we havenot b6e.n wnvicted by a Court of law or indicted or adverse orders
passed by a regulatoryA,ythority which could cast a doubt on ourabilityto undertake the
Project or which relateSto a grave offence that ,outrages the moral.sense of the
mmmunity. . . . ~ . .
W e further c e t i i that in r&ard to matters relating to security and integrity of the country,
we have not been charged-sheeted by any agency of the Government or convicted by a
Court of Law for any offence committed by us or by any of our Associates.
We further c e t i i that no investigation by a regulatory authority is pending either against
&I S or against our Associates or against our CEO or any of our Directors1
Managers/empfoyees.
14. We further cetii that we are not disqualified in terms of the additional criteria specified
b y the Department of Disinvestment in their OM No. 6/4/2001 - DD -11 dated July 13,
23ll, a copy of forms part of the RFP at Appendix -V thereof.
that in case due:to any change in facts or circumstances during the
s.?we are attracted by the provisions of disqualification
ferred to above, we shall intimate the Authority of the same
ledge that our Consortium1 proposed Consortium was
the basis of Technical capacity and Financial
will own at least 26% of the equity of the
that each of such Consortium Members shall continue to hold at least 26% of the equity
of the Concessionaire until the Commercial Operat~on Date of the Project IS achieve
under and in accordance with the provlslons of the Concession Agreement. We further
agree and acknowledgement that the aforesaid obligating shall be in addition to the
obligations contained i n the Concession Agreement in resped of the change in
Ownership.
We acknowledge and agree that in the event of a change in control of an Associate
whose Technical Capacity andl or Flnanc~al Capaclty was taken into consideration for
the purposes of short-list~ng and pre-qual~f~cation under and in accordance with the RFQ,
We shall inform the Authority forthwith along with all relevant particulars and the
authority may, in its sole discretion, d~squal~fy 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
closed of the Project, it would, notwlthstand~ng anything to the contrary contained in the
Agreement, be deemed a beach thereof, and the Concession Agreement shall be liable
t o be terminated without the Authority being l~able to us i n any manner whatsoever.
We understand &at the selected Bidder shall either be an existing Company
incorporated under the Indian Companies Act, 1956, or shall incorporate itself as such
of the Concession Agreement.
y waive any right which 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 Bidders, or in connection with the bidding process
&self in respect of the above mentioned Project and the terms and. implementation
Wereof.
. In the event of our being declared as the selected Bidder. We agree- to enter into a
ConcessionAgreement in accordance with the draft that has been provided to us. prior to
the Bid Due Date. We agree not seek any changes in the aforesaid draft and agree to
abide by the same.
. .
We have studied all the Bidding Document carefully and also surveyed the Project
highway and the traffic. We understand the except to the extent as expressly,set forth in
the Concession Agreement, we shall have no claim, right or title arising out of any
documents of information provided to us by the Authority or in respect any matter arising
out of or concerning or relating to the Bidding process including the award of
Concession.
m e Premium t Grant has been qu'oted by melus after taking into consideration all the
terms and conditions stated in the RFP, draft Concession Agreement, our own estimates
of costs and traftic and after a careful assessment of the site and all the conditions that
may affect the Bid.
We offer a Bid security of Rs. 11.01 Crores (Rupees Eleven Crore and One Lakh only)
to the Authority in accordance with the RFP Document.
The Bid security i n the form of a Bank Guarantee is attached.
accompanying the Bid, as specified in cla
i n separate envelope and marked as "Enclosure oft
. .. .
.__ . .. . .!
a
26. '
We agree and understand that the Bid is subject to the provisions, of the Bidding
Documents.. In no case.We shall have any claim or right of whatsoever nature if the
Rroject i Concession . . is not . awarded to me /us our Bid is not opened.
27.
We hereby submit our Bid and require a Grant of Rs. 225.00 Crore (Rupees Two
Hundred Twenty-five Crore only) for undertaking the aforesaid Project in accordance
with the Bidding Documents and the Concession Agreement.
28. We agree to keep this offer valid for 120 (one hundred and twenty) days from the Bid
h e date smcified in the RFP.
29. We agree and undertake to abide by all the terms and conditions of RFP document
In witness thereof, w e submit this Bid under and in accordance with the terms of the RFQ
document.
Yours Faithfully.
Date . . :4* ~ u n e 2009
..
(Signature of the Authorised Signatory)
. .
. .
,
a-
place : Mumbai # , ' '0 '&Mansuer -. . '
(Tendering & Business Development))
a, *&
. .
. .
IRB Infrastructure Developers Limited
. .
.
( Lead Member of IRB - MRM Consortium )
IRB complex, Chondivli Form, Chandivli Village, Andheri (El, Mumbai-400 072
Tel: 91-22-6640 4220. Fax: 91-22-6675 1024. e-mail: info@irb.co.in
To,
Mr. Rajesh Poonia
General Manager (BOT-IB)
National Highways Authority of India,
G-5 & G6, Sector 10, Dwarka,
New Delhi - 1 10075
Phone No. : 01 1-25074100 (Extn. 1121)
Fax: 01 1-25074100 (Extn. 2140)
Sub: Modification t o the "Bid for Four-Laning of Tale
mravati Section of NH-6
from km 100.000 to km 166.725 (Length-km 66.7
he State of FAaharashtra
under NHDP-Phase Ill on DBFOT basis.
Ref: Clause ~0.2.15 of Volume I of the Request For Proposal (RFP)
4 Dear Sir.
with reference to the referred clause, we are attaching here with our. Modification to the Bid in
theform of Appendix -I as &tipulated i n the RFP. We have modified only our Financial bid. P.II
other submisio'hs shall be as already submitted to you.
. .
. .
. .
s ha ding you.
.
Yoursfaithfully, .
' . . - For IRB ~nfrastructure Developers Limited
(Lead Member of IRB - MRM consortium) -
Sr. General Manager
(Tendering & Business Development)
Encl Modification to the Bid in Appendix - I
SUBMISSION OF
ODIFICATION TO BID
FOR THE PROJECT OF
Maharashtra under NHDP-Phase Ill on DBFO
IRB - MRM CONSORTIUM
' IRB COMPLEX, CHANDIVALI FARM,
MUMBAI -400 072
yr
Chandivli farm, ~handivli vilage, Andheri (E), Mumhi-400 072
. . . .
-22.6640-4220- Fax: 91 -22-6675 1024- e-mail: inWirb.co:in
. .
, .
2'.
~3: Date: 24" June 2009
. .
To, ~. . .
Mr. Rajesh Poonia . ~
~ener al Manager (BOT-1B)
. .
. .
National ~i ghways AuUIority of India.'
. .
G-5 &G-6, Sector 10, Mr k a .
. . . . . . . . , .
.. New Delhi - 110075
Phone No. : 01 1-250741b4(~xtn.' 1121);
Fax: 01 1-25074100 (Extn. 2140) .
.
. ,
Sub: . ~ Modification t o t he id for Fourlaning of Talegaon-Amramti :Section, of NH-6
f r o m k h 100.000 to: km 166.725 (k"gth-kh 66.73) -in the state of. ~aharashtra.
$2. ~ .
under NHDPPhase Ill on DBFOT bkis.
>%.
$: >. . . . . -
..
Ref: clause N0.2.15 &volume i of the Request For Proposal ( Kr r l
. :
.
- ~
. .
L. ' , . .
. . . .
Dear Sir.
. .
whti reference to t h ~ refeked clabse. w e n . . attaching here with our M?df i r s~n to the 6id in
the f-of ~ppendi i i I& stipuiat& in ttib RFP. We hak r nodi i only our - . Financial bid. All
&her ,b&kik shallbe as already submitted fh y~u.
. . .
.
. .
. . . .
. . .
Yours ifaithfully.
f . ' , Y
$$. . . soor I= lnfrastnrcture D;evelopers Limited : . -
. ,
(Lead Member of IRB - MRM Consortium)
#.
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*:
%$::
r:
E. V.K.Mmon
Sr. General Manager
$4,
$+
mder i ng & Business ~evdopment) '
-
Encl
Modification to the Bid in Appendbc - I
W,
-.
APPENDIX -I
Letter Comprising the Bid
(Refer Clause 2.1.5 and 2.14)
D&: 24Ih June 2009
To,
Mr. Rajesh Poonia
General Manager (BOT-IB)
National Highways Authority of India,
G-5 & 1;-6, Sector 10, Dwarka,
New Delhi - 110075
Phone No. : 011-25074100 (Extn. 1121)
Fax: 011-25074100 (Extn. 2140)
Sub: "Bid for Four-Laning of ~al &aon-~mravat i Section of NH-6 from km 100.000 to km
166.725 (Length-km 66.73) in the Stateof Maharashtra under NHDP-Phase Ill on DBFOT
basis-
Dear.Sir, . . - . . .
. .
~.~ WRh referenceto YOU~'RFP document dated March, 2009
,
~ ~ . . ,
: ~ .
. $ : : 1.
We, having examined the Bidding documents and tuiderstood its contents, hereby
..=&: ~ .
.~ . ~~~ .
submit ~r ~y l our . . Bid for the aforesaid Project. The application is unconditional and
,- .. unqualified.
.:..
. .
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. .
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.'
<.
2. All.information provided in the Bid and in the Appendices is true and correct.
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3. This statement is made for the' express purpose of qualifying a s a Bidder for the
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development, construction. operation and maintenance of the aforesaid Project.
. .
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4.
We shall make available to the Authority any additionalinformation 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 certify that in the last three years, welany of the Consortium Members have neither
failed to perform on any contract, as evidenced by impos~tion of a penalty or a judicial
pronouncement or arbitration award, nor been expelled from any project or contract nor
have had any contract terminated for breach on our part.
:examirl(?d and have no reservations to -'the" ng Documents,
any Addendum issued by the Authority.
not have any conflict of interest iri a e with Clause
and 2.1.15 of the RFP document;
. .
a nu./
(c)
We have not directly or indirectly or through an agent engaged or indulged in any
corrupt practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practice, as defined in Clause No. 4 3 of the RFP document, in respect
of any tender or request for proposal issued by or any agreement entered into
with the Authority or any other public sector enterprise or any government,
Central or state: and
(d)
We hereby cerhfy that we have taken 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 practce, fraudulent practice, coercive
practice, undesirable practice or restrictive practice.
8.
We understzhd that you may cancel the idd din^' Process at any time and that you are ,
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 with Clause 2.6 of
-the RFP document.
9. We believe that welour Consortium /proposed Consortium satisfy(ies) the Net Worth
criteria and meets the requirements as specified in the RFQ document and arelis
qualified to submit a Bid accordance with the guidelines for qualification of bidders
seeking t o acquire stakes in public Sector Enterprises through the process of
disinvestment issued by the GO1 vide Department of Disinvestment OM No. 6/4/2001-
DD-Il dated 13Ih July, 2001 which guidelines apply mutatis mutandis to the Bidding
Process.
' 10. We declare that we /any Member of the Consortium, arelis not a member of a/ any other
- -&
Consortium submitting a Bidfor the Project.
11. 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 aregulatory 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
community.
12. We further certify that i n regard to matters relating to security and integrity of the country,
we have not been charged-sheeted by any agency of the Governmenl or convrcted by a
Cwr t of Law for any offence committed by us or by any of our Associates.
13. We further certify that no investigation by a regulatory authority is pending either against
us or against our Associaks or against our CEO or any of our Directors1
I Managerslemployees.
14. We further c e t i i that we are not disqualified in terms of the additional criteria specified
by the Department of Disinvestment in their OM No. 6/4/2001 - DD -11 dated July 13,
2001, a copy of forms part of the RFP at Appendix -V thereof.
15. We undertake that in case.due to any change in facts or circumstances during the
.-
that each of such Consortium Members shall continue to hold at least 26% of the equ!ty
of the Concessionaire until the Commercial Operation Date 'of the Project is achieve
under and in accordance with the provisions of the Concession Agreement. We further
agree and acknowledgement that the aforesaid obligating shall be in addition to the
obligations contained i n the Concession Agreement in respect of the change in
Ownership.
We acknowledge and agree that in the event of a change in control of an Associate
whose Technical Capacity and1 or Financial Capacity was taken into consideration for
the purposes of shohlisting and pre-qualification under and in accordance with the RFQ;
We shall inform the Authority forthwith along with all relevant particulars and the
authority may, i n its sole discretion. disqualify our Consortium or withdraw. the Letter of
Award, as thecase may be. We further acknowldge and agree that in the event such
change in control occurs after signing of the Concession Agreement but prior to financial
closed of the Project, ii would. nokhstanding an)ithing to the contrary contained in the
Agreement, be deemed a beach 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 either be an existing Company
incorporated under the Indian Companies Act, 1956. or shall incorporate itself as such
prior to execution of the Concession Agreement. . '
We hereby irrevocably waive any right which may have at any stage at law or hovtsoever
. othenrvise arising to challenge or question. any- decision taken by the .Authority in
connection with the selection of the Bidders, or in connection with the bidding process
itself in r espkt of the above mentiined Project and the terms and implementation
thereof.
i n the event of my lour being declared as the Selection Bidder, We agree to enter into a
Concession Agreement in accordance with the draft that has been provided to melus
prior to the Bid Due Date. We agree not seek any changes in the aforesaid draft and
agree to abide by the same.
We have studied all the Bidding Document carefully and also surveyed the P~oject
highway and the traffic. We understand the except to the extent as expressly set forth in
the Concession Agreement, we shall have no claim, right or title arising' out of any
documents of information provided to us by the Authority or in respect any matter arislng
out of or concerning or relating to the Bidding process including the awaid of
Concession.
The Premium I Grant has been quoted by melus after taking into consideration all the
.term and conditions stated in the RFP, draft Concession Agreement, our own estimates
of costs andt r af k and after a carefulassessment of the site and all the condiiions that
may affect the Bid.
We offer a Bid security of Rs.11 . Ol Crores (Rupees Eleven Crores One Lakh only) to the
Authoritv in accordance with the RFP Document.
,f*,.bc;~\v~ay ,,
Tce Bid ... security in the form of a Bank Guarantee is attached.
% .
a-mponying the Bid, as specified in clause 2.112 of t9,&, have
in separate envelope and marked as "Enclosure of toe Bid"
We agree and understand that the Bid is subject
Documents. In no case, We shall have any claim.
Project I Concession i s not awarded to me /us our Bi
we.hereby submit our Bid and require a
Hundred Sixteen Crores Only) for underta
the Bidding Documents and the Concession A
We agree to keep this offer valid for 120 (one hundred aria
Due date specified in the RFP.
We agree and undertake to abide by all the terms and condit~ons of RFP document.
In witness thereof, we submit this Bid under and in accordance with the terms of the RFQ
document.
Yours Faithfully,
Date :24m June 2009 (Signature of the Authorised S~gnatory) *
: Place : Mumbai
.*
V.K.Menon
Sr. General Manager
(Tendering & Business Development)
(Lead Member of IRB - MRM Consortium)
INDIA STAWDUN
Guarantee It) NO i
0 9 g 8 3 2 -
~~~~ P EBG . . , , . . . . . . . . . b . . * . . . s . . . * .
2 8 MAY 2009
BANK GUARANTEE FOR BID SECURITY
B.G. No. Dated:
I . In consideration of you, National Highways Authority of lndia (hereinafter called
. ''MiAl" which'expression shall include any entity .which NHAl may designate for the
purpose),.,having its office at G-5 & 6, Sector-10, Dwarka, New Delhi- 110075,
( k i n a f t e r r e f e e t i a s the "Authority", which expression shallunless it be repugn'ant
to &.subject dr.context thereof include its, succeisors and assigns) having agreed td
-receive the Bid -of -1RB lnfrastructuik ~e ve l okr i ~ t d . , a- company registeied under
. .
. .
proGisibiofti;e Companies Act, 1956 and hpvingits registered bffice at 1RB Complex,
Chandivli ,Farm, Chandivli Village, Andheti (E) Mumbai - 400 072 and acting on behalf
of ifs corkortiurn, IRB - MRM Consortium (hereinafter referred to as the "~i dde? which
. .
expression shall unless it be repugnant to-the subject'or context thereof include itsltheir
executors administrators; successors and assigns), for the "Four Laning of Talegaon-
Amravati-Section of NH-6 from 100.000 to km 166.725 (Length - k~n 66.73) in the state
of ~&arashtra "nder NHDP-phase Ill on DBFOT basis (hereinafter referred to as "the
Project") t o t he RFP document dated March 2009 issued in respect of the
- . Project and other related documents (hereina~er collectively referred to as "Bidding
Docements'?), we Bank of India having our Registered office at Mumbai and one of its
brariches at Munibai Corporate Banking-Branch, 4" .Floor, 70-80, Mahatma Gandhi
*.
Road, Mumbai - 400 023 (hereinafter referred to as the "Bank"), at the request of the
Bidder, do'hereby'in terms of Clause 2.1.7 read with Clause 2.1.8 of the RFP Document,
irrevocably, unconditionally and without' reservation guarantee the due and faithful
fi~lfrlfment and compliance o f the terms and conditions of the Bidding Documents
(including the RFP Document) by the said Bidder and unconditionally and irrevocably
-,6-";3qund with t o the Authority an amount of Rs.ll.Ol Crores (Rupees
Page 1 of 4
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+,-- -.. F*
. , . L i,.:,,: .~>..-...................W.W 09023% j
2 $ MAY 2009
i
Eleven Crores and One Lakhs only) as bid security (hereinafter referred to as the "Bid
.J
Security") &our primary obligation without any demur, reservation, recourse, contest or
pmtest 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 ~ocuments.
2. ' Atay such written demand made by the Authority stating that the Bidder is in default of
the due and faithful fulfillment and compliance with the terms and conditions contained
in the Bidding Documents shall be final, conclusive and binding on the Barik.
3. We, the Bank, do hereby unconditionally_undertake to pay the amounts due and payable
- under this Guarantee without demur, reservation; recourse, contest or protest and
without reference t ot he Bidder or any other person and irrespective of whether the claim
of &eAhhority;is disputed by the Bidderor not merely on the first demand from the ' .
~ h h o r i t y stating that the amount claimed is due to the Authority by reason of failure of'
... .
the :Bidder to fulfil v d comply with the terms and conditions contained in -theBidding
~ocuni ent s including failure o f t h e said ~i d d e r to keep its Bid open during the Bid'
validity period as set forth in the said Biding 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 t h i ~ Guarantee. However, our liability under this.Guarantee shall be
I
. restricted to an am0& not exceeding Rs. I . 1.0 1 Crores (Rupees Eleven Crores and One
. .
1 . . La k k only). .. . . .
4. This Guarantee shall b e irrevocable and remain in full force f6r.a period Of 180 (one
hundred and eighty) days from the Bid Due Date inclusive of a claim period of 60 (Sixty)
I
-
.
days or for such exterided period as may be mutually agreed between the ~ u t h o r i t ~ and
!
the Bidder, and agreed tp by the Bank, and shall continue to be enforceable till all
amounts underthis Guarantee have been paid.
5. We, the Bank further ggree that the Authority shall be the sole judge todecide as to
whether the Bidder is in default of due and faithful fulfillment and compliance with the
terms and c6nditions contained in the Bidding Documents including, inter alia, the failure
I
of the Bidder to keep its Bid open during the Bid validity period set forth in the said
Bidding Documents, and the dkcision of the Authority that the Bidder is in default as
aforesaid shall be final and binding on us, notwithstanding
Page 2 of 4
any differences between the
Authority and the Bidder or any dispute pending before any Court, Tribunal, Arbitrator or
any other Authosity.
6. The Guarantee shall not be affected by any change in the constitution or winding up of
the Bidder or the Bank or any absorption, merger or amalgamation of the Bidder or the
Bank withany other person.
7. In order to give full effect to this Guarantee, the Authority shall be entitled to treat the
B a d as the principal debtor, The Authority shall have the fullest liberty without affecting
i.n any way the liability of the Bank under this Guarantee from time to time to vary any of
the kr ms and conditionscontained in the said Bidding~oc"'ments or to extend time for
submission of Bidsor the Bid validity period or the period for conveying acceptance'
. .
of Letter of ward by theBidder or the period for fulfillment . . ~ and .mmplia~cewith all or '.
. .
any if' the terms. a& conditions contained'in the' said Bidding Documents by ihe said.
. .
' ~i &. r o r to postpone-for , . any time a d from time to.time any, of the exercisable
by it against thwsiid Bidder and either tb enforce or forbear from enforcing ani, of tlie
.
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u
termi and conditions contained'in the said Bidding Documents or the securities available
to the Authqilty, and the Bank shall not be released. from its liability under these presents
. .
by any exercise by the Authority of the liberty with reference to the matters aforesaid or
. .
by leason of timebeing given to the said Bidder or any other forbearance, act or omission
on the part o f theAuthority or any indulgence by the Authority to the sai d-~i ddei 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 9a"k from
its such liability.
. .
8. Any aotice by way of request, demand or otherwise hereunder shall-be sufficiently.given
0 .
o r made if addressed-to the Bank and sent by courier or by registered mail to the ~ a n k at
the address set foith herein.
9. We undertake to make the payment on receipt of your notice of claim on us addressed to
Bank o f India, Mumbai Corporate Banking Branch, 4Ih Floor, 70-80, Mahatma Gandhi
Road, Mumbai - 400 023 and delivered at our above branch who shali be deemed to have
.
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I. :. . . !
,.- 07023?-
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r2 MAY 2009 i
10. It shall not be necessary for the Authority to proceed against the said Bidder before
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proceeding against the Bank and the guarantee herein contained shall' be enforceable
against the Bank, notwithstanding any other security which the Authority may have
obtained 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 unrealized.
I I . We, the Bank further undertake not to revoke this Guarantee during its currency except
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 authorized and has full power to execute
. . ~ r o r e s and One ~ a k h ~ o n l ~ ) : . .~ . . . . 7
. .
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(2)
This ~ a n k tee^ shallbe valid up to 27/02/2010.
-J
(3,) ' We ,are liable to 'gy. the guaranteed amount or any part thereof under this Bank , ' . ,
#--.
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, & , . .
Guarantee only and bnly if you se& upon us a written claim or demand on or before
. -
1.' . .
Bahk6f India.
. .
Place: Murnbai
. .,
2 8 MAY 2009
- -
am^^
fi~m ?$JlN (Phone) : 022-2M55500
( b m ~ , ~ ~ 3 f i 7 ~ ~ ) h (Fax) : 022-28457565
National Highways Authority-of India
E-mail : manor@nhai.Org
(Ministry of Shipping. Road Transport and Highways)
h
min.$.adm,rft.zzq. 3. %war T. q. a mr-rnm, mmftrft;rr, 6m-d, f +~ - 401 104
CMU. Manor, PWD Campus, Ghodbunder Junction of NH 8, Kashirnira, Dist - Thane, PIN -401 104
.\. - ,/!-A'
g$T,2,9h . ' 4:.;1.i.. ..>* &A.=
No. ~~AVCMU- Ma no r / 2 0 0 9 / BG- 4 7 1 Q~~ Date: 08-07-09
. .
. .
To,
. .
Shri Rajesh Poonia
Geheral Manager (BOT) IB,
.NationalI4ighw&ys Authority of ~ndia,
. . G-5 & 6, Sector:lO; . .
. .
Dwarka, New Delhi- 110075 '
. ..
Sub: . Confirmation of Ean5Gaxixii:w.
. .
. .
~3 , ,,-I.
Ref: NHAI . . (HC) letfer no. NHAI~OTII 1019/20/2008/814 dt. 25 -06-09 -
. . .
. .~ . .
. .
~. . ..
. . ~.
. .
Sir, . .. . .
. With !eferen& to subject referred above it is to submit that the BG as per details below has
b&n cdnhnped , . . ivhich . . is issued . from the Bank of India, Mumbai-23. . ..
. .
,. . .. .
. ~ . .
. .
. ..
-s
I Sr. 1 Name ~oft heBi dder I BG No. &Date
I Amount,@.) I .Valid Up to
I
. .
,' It is to infomi you that the c o b i t i o n has been obtained hbm ~ 9 n k 6 f ~ndia, Mumbai-23.
No.
1
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. . This is for your information and necessary &on,
. ::
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. ., ..
. .
. ~ . . .
Thanking You,
. . ~
M/s IRB
Infrastructure
Dkelopers Limited
. .
.Yolks faithfully,
. .
. .
... .. ~ ..,.. ... . . : . " ' - . ,
:.
. .
. .
. ~. . . . . .
. ?
. .
. .
Encl: Original letter no. NIL, dated 06-07-2009 received from Bank of India, Munlbai Large
. .
MG Road, Fort ; Mumbai-23.
. .
' ! .
+
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C : ~ ~ b j w l & y dl*nOlm,Gm ... l l l k
py-5-
I
i
016OIPEBG 090232
' dated 28-05-2009
ll,Ol,~O,~OO/-
~ ,
27-02-2010
I . C . : 00!>1%2 22'7025
Fax : 7.7.67l'l3.8
I 3 A N K 0 I:' I. N 1) 'I
. . . . . . . . . . . . . . . . . . . . . .
MUM13AI: 400023
MAEARASIITRA :I NI I A
Date: 06-07 -2009
i
. ~
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. ( ,:'
: 0160IPP~G090232,
. . . ~c : our Guarantee NO. . , ,,
: 28-05-2009
Dated , . - . . . .
: INK iioxoooQo. 00 : . .
. amour,^ of. ' : ~uar ant ee.
Issue. ,i? :$our .favour .on Account bli : IDEAI. ROAD BUILDERS LTD; . . -
~hr pos e, of Guarantee' : b i d bond. gt t ee .- ..
. .
: 2?-02:-2plO
~uar an~. e& .yalj.d upto . '
I ' wil-. h claim- pergod of
: 0 ~onth/s and 0 , Days,
......
. .
. . - - .... - - -
_ _. _- _- i - - - - -
. .
. .
. ~
. .
. . ' x $*/wrC h&/ ,4+'?'7% . . .
.
We refc-r t o your Set t er NO. . , , . dated @/_D ??!-9 :-
. .
. .
wf hereby confi.:rm havinr3 r:xc.cuted the captioned nank Guaran1.e~ I n.
. ,
y c i ~ r !:avour.,
. .
. .
.,pjlc s,;+r,aLories .to (;he liank s~ua rar;l.ee :arc jo.inL:l.y ompowcrcd. Lei
excicu~e the ,cju+r&tke o n b&ha.l.f: 06 l.hc Hartk .
. .
:
I
~w,Y-epc!e-=- ,
1 IRD
IRB - MRM CONSORT~UM
wwnrc&ioPurttd
31' August, 2009.
National Highways Authority Of India
(Minlstly of Road Transport &Highway;)
G-S&6, Sector 10,
Dwarka,
New Delhl-110075.
Kind Attn : Shri S.K. Nlnnal, Chief General Manager (Tech)
Sub : Design, Engineering, Finance, Procurement, Construction, Operation and Maintenance of 4 -
laning of Talegaon - Amravati section of Nk6 from Km 100.00 t o Km 1166.725 in the State of
Maharashtra under NHDP Phase Ill A on design, Build, Finance, Operate and Transfer (the "DBKIT")
asis. - Letter of Award (LOA).
I
Your letter no. NHAI/BOT/11019/20/2OMI/611 Dated 27'~ugust 2009.
.. -
-
A - D e a r % . .-;' . .
~.
We ar r i n receipt of your ab&e referred k t e r of Award., In accordance with the Contract Clause no.
33.5 of Volume4 of your RFPdocument, vie hereby .wnfirm acceptan'ce to your Letter of Award for the
abwe referred Project. The duplicate copy of the LOAduly signed by us is enclosed herewith as a token
of our acceptance.
. .
. . nuthorizid S1g"ato.w
Encl : Duplicate Copy of LOA Duly signed.
IRB COMPLEX, CHANDNAUFARM, WNOI VAU VI UGE, ANDHERI (EAST) MUMBAI -U)O OIZ
1
Tel No : 91 22 66404220FuNo :9122 6675 1024 Email : #nfa@nrb c0.m
I
t"
rn - * q qGpqYTf f i j u l '
v 1 P h o n s : 91- 11- 2507H~742M)
( a m* , ~ ~ 3 ? R 7 l md l k r WWr ) biWTIFax: 91-11-25093507 1 25093514
m.lE".: 2U3 2318 24SB 2553
a-5 @ 6, h - 1 0 , FXWT, 'lf f$'iT%-110 075
G-5 8 6. Sector-10. Dwarka. New Delhi-110075
No. NHAI 1~0~111019/ 20/ 2008/ 6~~ Date: 27.08.2009
To
IRB - MRM Consortium
IRB Infrastructures Developers Ltd.
IRB Complex, Chandivali Farm, Chandivali Village,
Andheri (E), Mumbai - 400072
Fax:+91-22-66751024
Email : inf&irb.co.in
Sub:. Desien. Endneering. Finanee, Pmcnrement. ~orktruction, O~er at i on and
Maintenance of 4- lanine ofTaleeaon - Amravati section of NE-6 from km 100.00 to
km 166.725 in the State of Maharashtra nnder NWP Phase IIIA on DBFOT Basis" - .
Letter of Award (LOA).
... . .
Refi 1. This Gffice letter No. NHAIISOT-111 101~58114~0061528dated 25.1 1.2008
2
2. Your Bid submitted on 25.06.09.
- .
Dear Sir,
Consequent upon NHAl's letter mentioned at reference no. !,wherein you were info.mied
of having been qualified in terms ofthe requirements of the Request for Qualitication (RFQ)
hument and eligible to submit the Request for Proposal ( Rv ) in respect, of the Project of
"Deiign, Engineering', Finance, Procurement, Construction, Operation and Maintenance of
~ .
4- laning of Talegaon - Amravati section of NH-6 from km 100.00 to km 166.725 in the State
of Maharashtra under NHDP PhaseIIIA on DBFOT Basis" ("Project") and.considering your
proposal in this regard submitted on 25.06.09 vide Ref. 2, NHAl hereby accepts your proposal
quoting grant of Rs:216 Crore as included in Appendix-1 of your Bid Document(i.e.Price.Bid)
and declare you as the "Seleded Bidder" as per provision of RFP Documents Please note that the
amount of grant payable by the Authority shall be in accordance with the provisions of RFP
Documents. The Concession Period is 22 (Twenfy fwo),years including Construction Period of 910
--(Nine Hundred and Ten) days fmm the "Appointed Date". . .
. . . . . . . . . . . . . . . . . . . . . ~ ~. . ~ . ~ -. -
2. In accordance with the clause 3.3.5 of the RFP document (Volume - I), you are requested
to sign the duplicate copy of the LOA and return the &me as your acknowledgment within
of LOA. Thereafter, you are required to execute the Concession
five) days from the date of issue of LOA as specified in Clause 1.3 of
. .
of Rs. 28.35
. .
,
.......... I_j-._- -+__-. ._-*
. .
Crores (Rupees Twenty Eight Crores Thirty Five Lacs only) within the period expiring on the
180th day from the date of signing of the Concession Agreement. Till the time the Concessionaire
provides NHAI with the Performance Security, the Bid Security shall remain in full force and
effect (refer Clause 4.1.2 and Clauses of Article-9 of RFP - Vol- 11).
4. You are required to comply with all the terms and conditions set forth in the RFQ and the
RFP documents. In case of any default on your part, you shall be liable for action as stated in the
RFP Document.
Yours faithfully,
C u.k. M - ~ )
&ur Xa; , 4 %PJ-l
(S. K. Nirmal)
Chief General Manager (Tech.)
Encl: Duplicate copy of LOA
on the
?_I J q y 2008 at Mumbai.
: AMONGST
"
IRB Infrastructure Developers Limited, a company incorporated under Companies Act, 1956,
havlng Registered Office at IRB Complex, Chandlvali Farm, Chandlvall Village Andheri (East),
Murnba~ - 400072 (hereln after referred to as 'IRB")
, AND
Modern Road Makers Private Limited, a company incorporated under Companies Act, 1956,
having Registered Office at IRB Complex, Chandivali Farm, Chandivali Village Andheri (East),
Mumbai - 400072 (herein after referred to as 'MRM")
All of which are herein after referred to as 'Parties" in the collective sense and each of which is
referred to as "Party" in the individual sense.
WHEREAS,
1)
This MOU entered into between the "parties" of the consortium is specific to the project of
2
"4- ianing of Talegaon-Arnravati Section of NH-6 from Km 100.00 t o Km 166.75 of
National Highways Authority of lndia.
2)
The parties intend to jointly submit a 'Request for Qualification" by forming a Consortium
and if Consortium qualifies then intend to form a Special Purpose Vehicle (SPV) company
incorporated under Indian Companies Act 1956 to be registered in lndia for implementing
the project.
3)
The Parties intend to form a Special Purpose Vehicle (SPV) Company as referred above,
with shareholding commitments(s) as given criteria for evaluation, which would enter into
the Concession Agreement and subsequently carry out all the responsibilities as
Concessionaire in terms of the Concession Agreement, in case the Project is awarded to
the Consortium.
4)
The Parties wish to define their respective rights and obligations inter se in respect of the
Consortium, preparation, submission and negotiation of the tender and the execution of
the Concession
IT IS HEREBY AGREED AMONGST THE PARTIES AS FOLLOWS
esponsibilitie~ of Consortium Members will be as under
) IRB - Lead Member
As a Lead Member IRE3 will make minimum 51 % equity contribution in the
Consortium which will be remain constant during entire concession period
/ IRB will provide necessary information , responding to the enquires and will enter
i in to the contractual commitments on behalf of the Consortium in respect of the
.:?
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project.
As a Lead Member, IRB will tie up necessary financing arrangement required for
the project
---
b) MRM - Technical Member
As a Consortium Member MRM will make minimum 10% equity contribution in the
Consortlum which will be remain constant during entire concession period
Role
Lead Member
Technical Member
..*
MRM will look after the entire construction part of the project and operation &
maintenance obligation during balance concession period of the project.
- g
,-
4)
The Parties of the ConsDrtium shall have aggregate equity share holding in the issued
and paid up equity share capital of the Consortium I Project SVP, as under, at all times
during the Concession Period.
Nameof P a w
Modem Road Makers Private Limited
$1.
. >
.
3:
- 3:
(1) IRB 51 % Minimum
(2) MRM 10 % Minimum
NO.
t
2
(herein afler called the "Proportions"), in all profits arising out of the Consortium and shall
be liable in the same proportion for all losses, expenses, liabilities, costs, claims, or
proceedings whatsoever arlslng out of or resulting there from). Provided that nothing
contained in this clause shall be construed as limlting the joint and several obligations of
the Consortium to the Government of Maharashtra, Public Works Department under the
Contract,
5) All the partles of the Consortlum shall be liable jointly and severally for the execution of
the Project in accordance with the terms and conditions of Concession Agreement.
The Parties to the Consortium will ensure the deployment of adequate resources in terms
of finance, equipment and manpower required to execute the work and further pledged
that the Parties to the Consortium are committed to give its full support to each other in
the form of their technical expertise and their resources in terms of manpower, machinery
and finance. .to..en
-
I ]
he initial and subsequent Security Deposit, Bank Guarantee, Performance Guarantee,
the case may be shall be arranged by IRB on behalf of the Consortium. However, the
st will be to the Consortium Account.
he parties shall co-operate throughout the entire period of this MOU
I_i
n the basis of exclusivity and neither of the Parties shall make arrangement or enter into
greement with any other party or group of parties on matters relating to the Project
xcept with the prior written consent of the either party.
:
Notwithstanding any thing to the contrary, each Party hereby agrees to effectively
indemnify and keep indemnified and save harmless the other Party against all liabilities,
damages, claims, legal actions etC. in respect of its roles and responsibilities and I or
scope of works in the Concession. This indemnity shall be a continuing indemnity and
.
shall survive the termination of this Consortium Agreement.
All information acquired from any party from the other shall be treated as confidential by
the recipient and shall not be used other than for the purpose contemplated by this MOU
-
. ,
.,.
without the consent in writing of the party providing the information
In entering this MOU, the Parties hereto recognize that it is impractical to make provision
for every contingency thereof. Accordingly, the Parties hereto hereby declare it to be their
intention that this MOU shall operate between them with fairness and without detriment to
the interest of either of them and if in the cause of performance of this MOU, unfairness to
any party is disclosed or anticipated then the Parties hereto shall use their best and
zealous endeavors to agree upon such action as may be necessary and equitable to
remove the cause or causes of the same and the Parties shall at all times during the
continuance of this MOU conduct themselves in a manner consistent with the spirit of this
MOU.
12)
All notices under this MOU shall be in writing and deemed to have been duly given if sent
by fax, or delivered, or mailed by prepaid registered post to the respective Parties at the
address provided herein (or such other address as the respective Party may from time to
time notify in writing to the other Parties). Any dispute, controversy or claim rising out of
or relating to this Consortium Agreement shall be settled in the first instance amicable
between the Parties.
~ . ~ . ~
~- ~
~ . . . ~ ~ . ~~
~ ~~
. ~ ~ ~ .
. .
13) Any dispute or difference arising out of or in respect of this MOU or any part hereof that
fails to achieve an amicable resolution within fourteen (14) days upon being notified, such
. .
. ~
dispute or difference shall be referred for arbitration by one (1) single arbitrator in
accordance with the Indian Arbitration and Conciliation Act 1996. The proceedings shall
be conducted in English. The venue for arbitration shall be in Mumbai or any other
,.,
location that may be mutually agreed upon between the Parties. The Arbitrator's award
shall be final and binding upon the Parties.
14) Other matters not stipulated in this MOU shall be discussed and mutually decided in
writing at a later stage between the Parties hereto.
I %
OF the Parties hereto have signed the present MOU made in three original
pies on the day and place first mentioned above.
Witness
r IRB Infrastructure Developers Limited
b / V. k- Nenao.
anaging Director ~EFORF Signature
or Modem Road Makers Private Limited
V. D. Mhaiskar
Managing Director
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S. S- ?ATIL
B.Sc. (Hons.~ 1.- 6
OOVOCbTE & NOTARY MAHARAZilTRA, THNJ'
~ -~ ~ ~ - JOGLEKAR . . ~ HuUSE, i RO FLOOR.
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ANAN~~OTEL, NEAR Ei'f Si;lTlOh
Qu$!E:b't! IE'ST' $74 79'
Page 4 of 4
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F l F ? v x e 9t.11 250741oOn5074200
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gi R( / ~ax 91-H-25093507 1 25093514
W. lExln 2223 I 2318 1 2468 I 2553
(Mtntstry of Shlppmg, Road Transport and Htghways)
3-5 @ 6. *-lo. XmT, 3 f?&t--llo 075
G-5 & 6. Sector-10, Dwarka. New Delhl-110075
No. NHAI 1~0~111019t 20/ 2008, ' ~~/ Date: 27.08.2009
TO
IRB - MRM Consortium
IRB Infrastructures Developers Ltd.
IRB Complex, Chandivali Farm, ChandivaliYillage,
Andheri (E), Mumbai - 400072
.'
Fax: +91 -22-66751024
Email : infM$irb.co.in
. , .
.. .
. .
Sub: Design. Engineering. Finance.. Procurement. Constructiou. Operation and
Maintenance of 4- lanine of Talegaon - Amravati section of NH-6 from km 100.00 to
km 166.725 in the State of Maharashtra under NHDP Phase 111.4 on DBFOT Basis" -
Letter of Award (LOA).
Ref: I . This office letter No. NH,AI/BOT:I/I 1012/58/14/20067528 dated 25.1 1.2008
2. Your Bid submitted on 25.06.09.
-
Dear Sir,
Consequent upon NHAl's letter mentioned at.reference no. I, wherein you were.informed
of having been qualified in terms of the :requirements of the Request for Qualification (RFQ)
document and eligible to submit:the Request for Proposal (RFP) in respect of the Project of
"Design, Engineering, Finance, ~r ocur ement , construction, Operation and Maintenance of
4- laning of Talegaon - Amravati section of NH-6 from km 100.00 to km 166.725 in the State
of Maharashtra under NHDP Phase IIIA on DBFOT Basis" ("Project") and considering your
proposal in this regard submitted on 25.06.09 vide Ref. 2, NHAI hereby accepts your proposal
quoting grant of Rs. 216 Crore as included in Appendix-l of your Bid Document(i.e. Price Bid)
and declare you as the Selected Bidder" as per provision of RFP Documents Please note that the
amount of grant payable by the Authority shall be in accordance with the provisions of RFP
Documents. The Concession Period is 22 (Twenv two) years including Construction Period of 910
(Nine Hundred and Ten) days from the "Appointed Date".
2. In accordance with the clause 3.3.5 of the RFP document (Volume - I), you are requested
to sign the duplicate copy of the LOA and return the same as your acknowledgment within
receipt of LOA. Thereafter, you are required to execute the Concessioll
45 (Forty five) days from the dale of issue of LOA as specified i n Clause 1.3 of
per RFP documents, you are required to incorporate a.
hrpose of dotniciling the project (the "Concessionaire"
I performance of its obligations during the Construcli
security by way of an irrevocable and unconditio~ial Ban
Crores (Rupees Twenty Eight Crores Thirty Five Lacs only) within the period expiring on the
180' ~ day from the date of signing of the Concession Agreement. Till the time the Concessionaire
provides NHAl with the Performance Security, the Bid Security shall remain in full force and
--
effect (refer Clause 4.1.2 and Clauses of Article-9 of RFP - Vol- 11).
4. You are required to comply with all the terms and conditions set forth in the RFQ and the
RFP documents. In case of any default on your part, you shall be liable for action as stated in the
RFP Document.
Yours faithfully,
@
Encl: Duplicate copy of LOA
s . L L
(S. K. Nirmal)
Chief General Manager (Tech.)
3oth October, 2009.
National Highways Authority Of India
~- 5&8, Sector 10,
Dwarka, a,
New Delhi-110075.
. . /----
Kind At t n : Shri S.K. Nirrnal, Chief General Manager (Tech) /Nitin Jain, DGM (Tech)
Sub : Destgn, Eng~neering, Finance, Procurement, Construction, Operation and Maintenance of 4 -
~ani ng of Taiegaon - Amravati sectton of Nh-6 from Km 100.00 t o Km 1166.725 in the State of
Maharashtra under NHDP Phase Ill A.on destgn, Build, F~nance, Operate and Transfer (the "DBFOT")
Basls. -Extension of Time f or signing of Concession Agreement.
Ref: Your tener no. FJHAI/BOT/11019/20/2~8/671 Dated 27"' August 2009.(LOA)
Our-letter no. IRB/BD/T-A/09/488 dated 22"d September1009
In continuation t o our above referred lette! wherein we had requested for extension of time for signing
of the Concession Agreement for the Subject Project due t o delay i n incorporation of the SPV, we regret
t o state t hat the delay has been much more than that anticipated on account of the huge backlog wi th
the Registrar of Companies. But now, we have received the Certificate of Incorporation of the SPV "IRB
Talegaon Amravati Tollway Private Limited". A copy of the same i s enclosed herewith for your reference..
The other formalities like constitution of the Memorandum of articles and Articles of association are in
progress and are likely t o be ready for submission t o you within the next t wo weeks.
As such, you are requested t o grant us further extension of time for signing of Concession Agreement
upto 20' ~ November 2009. We hope that you understand that the reasons for this delay were not within
our cor,trol. However, the inconvenience caused i s deeply regretted.
In the meantime, you are requested t o send us the final version of the Draft Concession Agreement in
soft copy f or our reference.
For IRB-MRM Consortium
Encl : As above
IR3 COW!PLEX. CdANDiVALi FAR?.,?, CHAND?JALI VILMSE, ANDHER! (EAST] PAUMBAi -400 072
Tri 1!0 : 91 22 6h43 4220 Fa;; ?i!o : 91 22 $675 1024 Emzil : jn_io,mirbio.in
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Wi'mTT m-4-?[
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?8&z m +XI : U45203MH2009PTC196741
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IRB TALEGAON AMRAVATI TOLLWAY PRIVATE LIMITED,
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Form 1
Certificate of Incorporation
3hI
Corporate Identity Number : U45203MH2009PTC196741 2009 - 201 0
4 2
I hereby certify that IRB TALEGAON AMRAVATI TOLLWAY PRIVATE LIMITED is , *b,
(
thisday incorporated under the Companies Act. 1956 ( No 1 of 1956) and that the
P 4 ~
company is private limited.
Given under my hand at Mumbai this Twenty Nineth day of October Two Thousand
*k. Nine.
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(VIJAYA NAGORAO KHANDARE) 4- 4
4).
wvfl *R i Assistant Registrar of Companies
Maharashtra. Mumbai
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ailable in Registrar of Companies office:
AT1 TOLLWAY PRIVATE LIMITED
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VAL1 FARM,, CHANDlVALl VILLAGE, ANDHERI (EAST),:' . '::3
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cIRB IRB - MRM CONSORTIUM
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7 4' November. 2009 *
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National Highway Authority of India
G-586, Sector 10.
New Delhi - 110075.
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Kind Attn : Shri. S. K. Nirmal, Chief General Manager (Tech) I Sh. Nitin Jain. D G ~ (Tech)
h
Sub : Design, Engineering. Finance, Procurement, Construction, @ 0 ration and
Maintenance of 4 - Lanlng of Talegaon - Amramti section of NH - 6 from 100.00 ---.
t o 166.725 i n the State of Maharastra under NHDP Phase - 111A onDesign, Build,
Finance, Operate and Transfer (the "DBFOT') basis. - SPV incorporation and
Signing of Concession Agreement
Ref : Your letter no. NHAIIBOTlllOl9/2O/2O081671 Dated 27/08/2009.
Dear Sir,
Further to your Letter of Award for the above Project and extension of time given for signing the
Concession Agreement, we are pleased to inform you that we have formed a Special Purpose
Vehicle (SPV) named "IRBTalegaon Amravati Tollway Private Limited", duly registered with the
Registrar of Companies under the Companies Act, 1956 and hereby authorize the SPV to
execute the Concession Agreement with NHAl on our behalf. Copies of the Cerbficate of
Incorporation, along with the Memorandum of Association and Articles of Association are
enclosed herewith for your records.
We shall be shortly sending you the SPV Board Resolution resolving to undertake the Project
and declaring the names and other details of the persods authorized to execute the Concession
Agreement. The legal opinion from the Legal Counsel of the SPV with respect to the authority of
the Concessionaire to execute the Concession Agreement is also being sent shortly.
MEMORANDUM OF ASSOCIATION
AND
ARTICLES OF ASSOCIATION
OF
-
IRB TALEGAON AMRAVATI TOLLWAY
PRIVATE LIMITED
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IRB TALEOAoN AMRAvATI TOLLWAY P R~ AT E LIMITED,
~.'&fkEPT, rn &TI%Fl 1956 (1956 I ) $ 3 d T i &i &W 3 Jth %
~ h - w m R . r i m ~ , ~ t f m ; h * * m * & + * h m
Form 1
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. ~. certificate of Incorporation . A *
Corporate Identity Number : U45203MH2009PTCl96741
2009 - 201 0
I hereby certify that IRB TALEGAON AMRAVATI TOLLWAY PRIVATE LIMITED is
this day incorporated under the Companies Act, 1956 (No. 1 of 1956) and that the
. . . . . . .
company is pnvate ilmltea.
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.
Given under my hand at Mumbai 'this Twenty Nineth day of October Two Thousand
g' Nine.
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(VIJAYA NAGORAO KHANDARE)
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Maharashtra, Mumbai
.-..1 AMRAVATI TOLLWAY PRIVATE LIMITED
IMPLEX, CHAW-RM,, CHANDlVALl VILLAGE, ANDHERI (EAST). . . ..
*
~~MFJ AI - 400072:''
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Aaharashtra. I N~ I A
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TAL FGAOF
CO
THE COMPANIES ACT, 1956
COMPANY LIMITED BY SHARES
PRIVATE LIMITED
I. The name of the Company is IRBTALEGAON NulRAVATl TOLLWAY PFtNATE
LIMITED.
II. The Registered Office of the Company will be situated i n the state of
Maharashtra i.e. within the jurisdiction of Registrar of Companies, Maharashtra
at Mumbai.
Ill. The objects for which the Company is established are :-
A. MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE
COMPANY ON ITS lNCORPORATlON :
1. To carry on the business of infrastructure development in respect
of the work of design, engineering, finance, procurement,
construction, operation and maintenance of 4-laning of Talegaon
- Amravati section of NH-6 from km 100.00 t o km 166.725 in
the State of Maharashtra under NHDP Phase lllA on DBFOT basis
including collection of the fee and retention of the fee and t o
carry out the ancillary activities as specified in the Concession
Agreement to be executed with National Highway Authority of
India (NHAI).
B. OBJECTS INCIDENTAL OR ANCI URY TO THE ATTAINMENT OF THE
MAIN OBJECTS :
2. To pay out of the funds of the Company all costs, charges and
i
i
expenses of and incidental t o the promotion, formation,
I
registration, advertisement and establishment of this Company
I
and the issue and the subscription of the shares or procurement
$
of loan or working capital or otherwise.
i -
3. To procure the recognition to the Company in any country, state
or place outside India, and t o establish and maintain local registers . ~~~ ~.
I
.I
at any branch or place of business in any part of the world.
$"
t
4.
To pay t o promoters such remuneration and fees and otherwise
1
recompense them for their time and for the services rendered by
them.
5. To form, establish, promote, assist, acquire, subsidise or concur
in establishing or promoting any company, companies or firms,
for the purpose of acquiring all or any of the properties, rights and
liabilities of the Company, and to place or guarantee the placing,
subscribe for or, otherwise acquire all or any of pact of the shares
and/or business capable of being conducted so as directly or
indirectly t o benefit the Company, and further t o pay for the
preliminan/, formation or incorporation expenses in respect of the
same.
6. To acquire by concession, grant, purchase, lease, license or
otherwise, either absolutely or conditionally, and, either alone or
jointly with others, any tract or tracts of country, lands, buildings,
machinery, plant, utensils, works, conveniences and other
moveable and imrnoveable property of any description and any
patents, trademarks, concessions, privileges, and other rights,
for the objects and businesses of the Company, and t o construct,
maintain and alter any buildings and works thereupon necessary
or convenient for the purposes of the Company, and to pay and/
or satisfy the consideration, for such tract or tracts of country,
lands, buildings, estates, works, property or rights or any other
property and rights purchased or acquired by or for the Company,
by shares, stock, debentures, debenture stocks, bonds, other
securities of the Company, or otherwise and to manage, develop,
sell, let on lease or for hire, or otherwise dispose off or turn to
-- -._
, account the same at such time or times and, in such manner and,
for such consideration, as may be deemed proper or expedient.
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&/ 7.:'. ;To sell, improve, manage, develop, let on
, enfranchise, abandon, dispose off, turn to
' ..
:' deal with all or any part of the properties,
. ,
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- . : - . , - "
x -5'
and rights of the Company, either absolutely or conditionally, and
i n such manner and upon such terms and condiiions in all respect,
as may be thought fit, and t o accept payment or satisfaction for
the same in cash or otherwise.
8.
To purchase; or otherwise acquire, take over, merge, whether as
a going concern or otherwise, and undertake all or any part of the
businesses, properties andlor liabilities of any person, firm or
company carrying on or proposing t o carry on any business, which
the Company is authorised t o carry on, or possess the property or
other assets, whether tangible or otherwise, suitable for the
purposes of the Company, or which can be carried on in conjunction
therewith, and t o subsidise, settle out or assist any such person,
firm or company financially or otherwise, and, in particular by
issuing and allotting or subscribing for shares, stocks, debentures,
debenture stocks or other securities of this company or such
other firm or company, as the case may be.
9. To operate branch of a business, which this Company is authorised
t o carry on, by means or through the agency of any firm or
subsidiary or group company or companies and, t o do all such
acts, deeds or things necessary or required t o give effect to such
transactions, in the interests of the Company.
10. To establish and maintain agencies at any place or places in India
or other parts of the world for the conduct of the business or
businesses of the Company.
1 1. Subject to the provisions of the Companies Act, 1956, and any
other applicable laws, for the time being, in force, to issue
debentures, debenture stock, shares, stock, bonds, obligations
and securities of every kind, nature and description, and to frame,
constitute and secure the same, as may seem expedient, with
the fullest power t o make the same transferable by delivery, or by
instrument of transfer or otherwise, and either perpetual or
terminable, and either redeemable or otherwise, and t o charge or
secure the same by trust, deed or otherwise, on the undertaking
of the Company, or upon any specific property and rights, present
and future, of the Company or otherwise.
12. To incur debts and obligations for the conduct of any or all of the
businesses of the Company, and to purchase or hire goods, material
. :....Qr materials or machinery on credit or otherwise, for any business
: ckRurpose of this Company, and give credit to any person, firm
,
or Company, on such terms and
$// ex?!?, and t o guarantee the
\.,. .. obl~gat~on and the payment of
.iL--; ..
=Indemnities, for any
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13. Subject to the Directions, as may, from time to time, be issued,
whether by the Reserve Bank of lndia, or under the Companies
Act, 1956, to borrow, raise or secure the payment of money, or
t o receive money on deposit other than public deposits, at interest
f
or otherwise, for any of the purposes of the Company and, at
I
I
I !
such time and, from time t o time, and, in such manner, as may be
thought fit and, in particular, by the issue of debentures, or 1
debenture-stocks convertible into shares of this or any other
company or perpetual annuities, and as security for any such
money so borrowed raised or received for any such debentures or
debenture stocks so issued to mortgage, pledge or charge the
i
whole or any part of the properties, assets, revenue andlor profits
of the Company, present or future, including its uncalled capital,
by special assignments or otherwise, or t o transfer or convey the
same absolutely or in trust, and t o give the lenders powers of sale
and other powers, as may seem expedient, and to purchase,
redeem, or pay-off any such securities, and also by a similar
Z
mortgage, charge or lien t o secure and guarantee the performance
by this Company or any other person, firm or company, as the
!
4
case may be, provided that the Company shall not carry on banking
business as defined in the Banking Regulation Act, 1949.
8
14. To enter into partnership or into any arrangements for sharing or
i
pooling of profits, amalgamation, Joint Venture, union of interest,
reciprocal concession or co-operation, collaboration, trade
agreements, with any person, firm or company, whether in lndia
or elsewhere.
15. To enter into any agreement or arrangement with any Government,
or authorities, whether municipal, local or otherwise, or any person,
firm or company, that may seem conducive t o the any of the
objects of the Company, and to obtain, from any such Government,
authority, person or company, any rights, privileges, charters,
contracts, licenses and concessions, which the Company may
think it desirable to obtain, and t o carry out, exercise and comply
with any such agreements, arrangements, rights, privileges,
charters, contracts, licenses and concessions to exercise, dispose
off or otherwise turn to account any such rights, privileges and
concessions.
: r
16. To lend, invest or otherwise employ or deal with money belonging
?+
to or entrusted t o the Company in securities and shares or other
moveable or immoveable properties, with or without security,
./'the time being, in force.
= -7
17. To draw, make, accept, endorse, discount, execute and issue,
negotiate, assign and otherwise deal with cheques, drafts, bills of
exchange, promissory notes, hundies, debentures, bonds, bills of
lading, railway receipts, warrants and all other negotiable or
transferable instruments, and t o undertake financial obligations,
transactions and operations, of all kinds, which the Company is
authorised to undertake or transact. in relation t o and in furtherance
of the objects of the Company.
18. To open, run or maintain banking account or.accounts with any
bank or bankers and t o carry on the banking business transactions
of the Company. . .,
. .
19. To employ experts t o investigate and examine into the conditions,
prospects, value, charter and circumstances of any business
.
concerns and undertakings, and of any assets, property or rights.
20. To appoint any directors or managers of any subsidiary company
or of any other company in which this Company is or may be
deemed t o be interested or concerned.
21. To take part in the management, supervision and control of the
business or operations of any other company or undertaking, having
similar or compatible objects and for that putpose t o appoint and
remunerate any directors, trustees, accountants or other experts.
22. Subject to the provisions of the Companies Act, 1956, to make
and/or receive donations, gifts or income to or from such person,
institutions or trusts, whether of cash or any other assets, as
may be thought directly or indirectly to benefit the Company or
any of the objects of the Company or otherwise expedient, and
also t o remunerate any person or corporation introducing or
assisting in the introduction, in any manner, the business to the
Company, and t o aid, pecuniarily or otherwise, any association,
body or movement.
23. To create depreciation fund, reserve fund, sinking fund, insurance
fund, educational fund or, any other special fund on reserves,
; whether for depreciation or for repairing, improving, extending or
maintaining any of the properties of the Company or for redemption
of debentures or redeemable preference shares or for any other
purposes conducive t o the interests of the Company.
24. To place, t o reserve or t o distribute as bonus shares among the
members or otherwise, and to apply, as the Co
time to time, think fit, any money received by way,&$~,? ium "Om on
shares 0r:debentures issued at premium by the Compat%p . d any
moneyreceived i n respect of forfeited share$ and monejt?, rising
%I - 8
from the sale by the Company or forfeited shares, subject to the
provisions of the Companies Act, 1956.
25. To provide for the welfare of directors, ex-directors, employees
or ex-employees of the Company or its predecessors in business
and the wives, widows, and families or the dependents or
connections of such persons by building or contributing to, the
buildings, quarters, houses or dwellings, or by grants of money,
pensions, gratuities, allowances, bonuses, profit sharing, bonuses,
benefits, gifts, donations, or any other payments, or by creating
and, from time t o time, subscribing or contributing to provident
and other funds or schemes, societies, trusts, associations,
institutions or conveniences, and by providing, subscribing or
contributing towards places of instruction, recreation, hospitals
and dispensaries, medical and other attendance and assistance,
as the Company shall think fit, or making payments t o or towards
the insurance of any such persons as aforesaid.
26. To undertake and execute any trust, the undertaking of which
may seem t o the Company desirable, either gratuitously or
otherwise.
27. To establish, provide, maintain and conduct or otherwise subsidise
research laboratories and experimental workshops for scientific
and technical research and experiments, and to undertake and
carry on with all scientific and technical researches, experiments
and tests of arl kinds and in all their branches, those may be
considered likely to assist any of the business which the Company
is authorised t o carry on.
28. To acquire, preserve and disseminate useful information in
connection wi th trade, commerce and industry, which the
Company is, for the time being, in, and t o carry out or undertake
any investigation, inquiries, services,. anal
may be considered proper.
. .
29. To apply for,, purchase or otherwise acqui
and renew, whether i n India or elsewhe
rights, d'invention, licenses, protections, con
conferring any exclusive or limited right to any invention, secrets,
or other information which may seem capable of being used for
ny of purposes of the Company or the acquisition of which may
eem directly or indirectly to benefit the Company, and to use,
rcise, develop, undertake or grant licenses or privileges, in
ect of or otherwise turn to
s, inventions, secrets,
to spend money in exp
seeking to improve the patents, property, rights, inventions, secrets
or information so acquired or proposed t o be acquired by the
Company.
30. Subject to the provisions of the Companies Act, 1956, to adopt
such means of making known the business andlor products of
the Company or of any company, i n which this Company is
interested, as may seem expedient, and, in particular, by advertising
in the press, by circulars, by purchase and exhibition of works of
an art or interest, by publication of books, papers and periodicals
and by granting prizes, gifts, rewards and donations.
31. To hold conferences, workshops or seminars for the promotion
of business of the Company or any other person, firm or company,
in which this company may be interested or concerned.
32. To acquire, register and secure membership, seat or privilege,
either in name of the Company or its nominee, in and of any
association, exchange, market, club or other institution, whether
in lndia or any part of the world, for furtherance of business of
the Company.
33; To contribute or to sponsor or assist any political party, any person,
'
organisation or body corporate, for the political purposes which,
in the opinion of the Directors, is beneficial t o the Company and,
is not prohibited by any law, order or regulation, for the time - - .
being, in force.
34. TO insure the property, rights, interests, benefits and profits of
the Company with any other company or person, against losses,
costs, expenses, damages, risks and liabilities of all kinds which
may affect this Company.
35. To institute, conduct, defend or compound any legal proceedings
by or against, as the case may be, the Company, its officers or
otherwise, concerning the affairs of the Company, and to pay,
satisfy or compromise any claims made against the Company or
any of its officers, notwithstanding that the claim may not be
valid at law.
36. , b To refer or agree to refer any claim, demand, dispute or any other
question, by or against the Company, or in which the Company is
interested or concerned, to arbitration, i n lndia or at any place
outside lndia, and to observe and perform, and to do all acts,
deeds, matters and things to carry out the enforcement of the
awards.
'. ' , . \
37. IntheWent of winding up, to distribute any of
ihe ~04pany amongst the members, in specie
&,the kDvisions of the Companies Act, 1956. i
:
i
x - 1 0
8
C. OTHER OBJECTS :
38. To act as agents and manufacturers' representatives, and to
undertake and perform contracts and/or sub-contracts and also
to act in any of the business of the Company through or by means
of agents, sub-brokers, sub-contractors or others.
39. To carry on the business of merchants and traders, whether
wholesale, retail or on commission basis, of or i n relation t o things.
goods, materials, effects, products, provisions, produce, articles,
commodity and novelties of personal and household use and
consumption.
40. To act as advisors and consultants on all matters including finance.
administration, industry, technology, marketing, product
development, production, operations, sales, strategic planning,
public relations, advertising and sales promotion, import and export,
corporate affairs, law, accountancy, secretarial and management,
capital and project.
41. To carry on the business as assessors, appraisers, surveyors,
actuaries and valuers in respect of all classes of property, both
real and personal.
42. To do the business of advertising, publicity and media agency
and advertise the sale of their products and services through various
medias, of whatsoever nature, kind and description, in lndia and
abroad and t o render consultancy services with regard t o public
relations, advertising, publicity, and marketing methods and
techniques.
43. To undertake custody and warehousing and to provide storage,
warehousing and custodial facilities.
44. To undertake and carry on business of engineers, in all their
branches.
45. To purchase, erect, acquire, equip, run, operate, manage or, in
any other manner and in all its aspects, deal in Hotels, Resorts,
Holiday Homes, Clubs or Bars andRestaurants, including all the
conveniences, amenities, benefits and facilities adjunct or relating,
whether directly or indirectly, thereto, in lndia or in any other pan
L
of the world.
zr- 11
9
46. To establish, run, let on hire, petrol and diesel pumps and also t o
deal i n articles, ancillaries and products of and required t o
automobile industry and transport industry, of any nature, kind,
and description.
47. To carry on the business of undertaking turnkey projects and
work contracts for the construction of units, whether industrial
or commercial, and installations of plant, machinery and equipment.
48. To canyon all kinds of cold storage and refrigeration business
.
including the business of manufacturers of. and dealers inall kinds -~ ~ ~.
of ice making, refrigeration and cold storage apparatus, machineries
. -
used i n connection wittithe ice and cold storage trade.
49. To carry on the business of manufacturers of and dealers i n all
kinds of ice including dry ice, liquid carbon dioxide, icecream and
all kinds of frozen victuals including frozen fruits and vegetable
and aerat'ed and mineral water.
50. To carry on the business of manufacturers of and dealers in
machinery and plant and of every description and kind and in
, particular machine tools and implements, and t o manufacture,
produce, repair, alter, convert, recondition, prepare for sale, buy,
sell, hire, import, export, give in lease) let out on hire, trade and
deal i n machine tools and implements, other machinery, plant, . .
.
equipment, article, apparatus, appliances, components, parts,
accessories, fittings and things i n any stage or degree of -
.''
manufacture, process or refinement thereof.
51. To carry on the business of Investment Company and i o invest
in, acquire and hold and otherwise deal in shares, stocks, units,
debentures, debenture-stock, bonds, obligations and any other
securities issued or guaranteed by any company, government, or
any other person constituted under the Law or carrying on business
in India or elsewhere.
52. To carry on all or any of the businesses of builders and contractors,
architects, interior desinors, vastu design consultants, decorators,
wood carvers, merchants and dealers in stone, sand, lime, brick,
timber, hardware, and other building requisites, job-masters and
licensed victualers, and t o carv on the business of manufacture
and sale of fittings, panels, door, windows or staircase fittings,
domestic or industrial furniture, grills, gates, or any other fabricated
material used in construction of buildings, made from steel,
aluminqm, wood, sponge, plastic, rubber or of any other materials.
. .
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53. To carry on the business of civil engineers and contractors~
estimators, town planners and developers.
of the work of design, engineering, finance, construction, operation
and maintenance of roads, highways, tunnels, bridges. dams,
canals and other such constructions including collecfion and
retention of the fee.
IV.
The liability of the members is limited.
y. a)
The Authorised Share Capital of the Company is Rs.~.OO.OO~OOOI-
(Rupees One Crore Only), divided into 10.00.000 (Ten Lakh) equity
shares of Rs.101- (Rupees Ten Only) each.
b)
m e paid-up share capital of the Company shall be, at any point of time,
minimum of Rs. 1,~0,0001- (Rupees One Lakh Only).
11
We the several persons, whose names, addresses and descriptions are
subscribed hereunder are desirous of being formed into a Company in pursuance of
this Memorandum of Association, and we respectively agree to take the number of
shares in the capital of the Company set opposite to our respective names.
Name,
Address and
Description of
. Witness
. .
s
a
%
. O
r i Z
Signature
of
Subscribers
Sdl-
Names, Addersses,
Descriptions and Occupations
of Subscribers
1. i IRB INFRASTRUCTURE DNELOPERS LIMITED
.' 3rd floor, IRE Complex, Chandi i Farm,
Chandiwli Village, Andheri (East),
Mumbai - 400 072.
Signed for and on behalf of the Company
by or under the hand of MR. DHANANJAY K.
JOSHI, chief Operating Officer of the Company,
Number of
Equity Shares
taken by each
Subscriber
8999
lEiiht
Thousand
Nine Hundred
Ninety Nine)
Slo. MR. KRlSHNAJl JOSHl
vide resoMion dated 18/09/09
2. MODERN ROAD MAKERS PRIVATE LIMITED
3rd Floor, IRE Complex, Chandivali Fann,
ChMwati Village, Andheri (East);
Mumbai 400 072.
by w under ihe hand of MR. MUKESHLAL
GUPTA, Director of the Company,
Slo. MR. WRSHOTTAMLAL GUPTA
' vi l e resolution dated 18/09/09
DHANANJAY KWSHNAJI JOSH1
Slo. KRlSHNWl JOSH1
: A-301, 3rd kor ,
: Runwal Pride, Behind R Mall,
LBS Marg, Mulund (West),
Mumbai - 400 080.
-/-.
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Total
-i
-,
.
. . .,
. /
/-
1000
(One
.Thousand)
1
(Onel
10.000
(TEN
THOUSAND)
Sdl-
Sdl-
,-
... B
5
2
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PRIVATE LIMITED
MTERPRETATION
1. The regulations contained in Table-A in the schedule 1 to the
Table A to apph/
Companies Act, 1956, (Hereinafter referred to as "Table A ) shall
apply to this Company, in so far as those are applicable to a private
company, and save and in so far as they are not expressly or
impliedly excluded or modified by the regulations contained
hereinbelow.
EXCLUSION OF CERTAIN
REGULATIONS OF TABLE-A
2.
(a)
The Regulations 5, 21, 26, 27, 28 and 48(2) of Table A
ExcluJlcn of eeRain
shall not apply to this Company.
Reaulations of
Tabb A and of the
Act
(b)
The Proviso to Regulation 13(1) in Table A shall not apply
to this Company.
DEFINITIONS
3. In the interpretation of these Articles, the following expressions
shall have the following meaning, unless repugnant to the subject
of context :
(i)
'?he Coppany" or "this Company" means I RB
TALE~~: : QN AMRAVATI TOLLWAY PRIVAT
(ii)
(iii)
(iv)
(vi)
(vii)
(viii)
,
. , , '
(xii)
d'
,
"the Act" means the Companies Act, 1956, or any statutory
or re-enacbne:nt thereof, for the time being, in force, and
includes any other applicable law, relating to companies,
for the time teing, in force.
"these presents" means and includes the Memorandum of
Associatio~, and the Articles of Association of the
Company, and the Regulations of the Company, for the
time being, m force.
"these Arti(:les" means the Articles of Association of the
Company, as altered, from time to time, in the manner
prescribed under the Act.
"alter" and "alteration" shall include the making of
additions imd deletions.
"auditors" means those officers appointed as such, for the
time beink of the Company.
"the Boa~rl" or "the Board of Directors" or "the Directors"
means alneeting of the directors duly called and constituted
or, as the case may be, the directors assembled at a Board
or a requisite number of directors entitled to pass a circular
resolutica in accordance with these Articles.
-
"capital" means the share capital, for the time being, raised
or authr~rised to be raised for the purposes of the Company.
"debenture" includes debenture stock.
"divi&:nd" inctudes interim dividend as well as bonus.
"the Managing Director'' means the managing director or
mana1;ing directors, for the time being, of the Company,
and irlcludes Whole-time Director or Executive Director,
wherc: the context admits or requires so.
"morlth" means calendar month.
, . .,-..-
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''oftice" means the Registered Ofice, ,6f the time being,
~ ..
(xiv)
"seal" means the Common Seal, for the time being, of the
Company.
(xv)
"share" means a share in the sl~are capital of the Company,
and includes Stock, except where a distinction between
stock and share is express or implied.
(xvi) "shareholders" or "members" means the duly registered
holders, for the time being, of shares or stock of the
Company, and includes the sui~scribers to the Memorandum
of Association of the Company.
(xvii) Words importing "persons" sltall, where the context admits
or requires, include trusts, companies, partnerships, firms,
associations, corporations, et:. as well as individuals.
(xviii) Words importing "singular number" shall include, where
the context admits or require:;, the plural number, andvice-
a-versa
(xix)
Words importing "masculine genders" shall include, where
the context admits or requires, feminine gendefs and vice-
a-versa
(XX)
"written" and "in writing" shall include printing,
lithography, or a combination of both, and any other mode
or modes of representing or reproducing words in visible
form.
(xxi)
"year" means a calendar year, and "financial year" shall
have the same meaning assiged thereto by Section 2(17)
of the Act.
(xxii) Subject as aforesaid, and except where the subject orcontext
otherwise requires, words or expressions contained in these
regulations shall bear the same meaning as in the Act, for
the time being, in force.
(xxiii) Further, the headings given in these Articles shall not affect
the-mytruction hereof.
PWATE COMPANY
cwnpam to be 4.
The Company is a Private Company, within the meaning of Section
a private company
3(1Xiii) of the Act, and accordingly :
(a)
The number of members of the company (exclusive of
persons who are in the employment of the Company and
persons who, having been formerly in the employment of
the Company, were members of the Company while in that
employment of the Company, and have continued to be
members of the Company after the employment ceased)
shall not exceed 50 (Fifty), but where two or more persons
hold one or more shares in the Company jointly, they shall,
for the purpose of this paragraph, be treated as a single
member.
@)
Any invitation to the public to subscribe for any shares in,
or debentures of, the Company is hereby expressly
prohibited,
, (c)
The right to transfer shares of the Company is resmcted in
the manner hereinafter prescribed, and
Au t h o M Capital 5- (a)
of t h ~ Company
and alteration of
Capital
Paavp Share
Capital
any invitation or acceptance of deposits from persons, other
than its members, directors or their relatives, is hereby
expressly prohibited. I
I
SHARE CAPITAL i I
The Authorised Share Capital of the Company shall be such
amount, divided into such number of shares of such
denomination andlor classes, as stated in the Clause V of
the Memorandum of Association of this Company, with an
express right to increase, reduce or vary, from time to time,
the capital, as and when considered necessary.
The paid-up share capital of the Company shall be, at any
time, an amount not less than Rs.1,00,000/- (Rupees One
Lakh Only). I
The shares shall be under the control of the Board, who
may issue, allot or otherwise dispose of the same to such
persons, whether on the basis of their applications or
otherwise, on such terms and conditions and at such time,
as the Board think fit, and wi
any persons the option to call
or at a premium, and for such consideration, as the Board
think fit The Board shall have absolute power to divide
the shares in the Capital of the company, for the time being,
into several classes and attach thereto, at their discretion,
respectively such preferential, guaranteed, qualified or
special rights, privileges, conditions or restrictions as to
dividends, capital, distribution of assets, voting or
otherwise, and to vary, modify or abrogate such rights,
privileges or restrictions in such manner, as may be
permitted by the Act, or as provided under the Articles of
Association of the Company, for the time being, or as the
Board otherwise think f i t
(d)
Subject to the applicable provisions of the Act, the Company Preference Shares
shall have the power to issue preference shares, which are,
at the option of the Company, to be redeemed, and the
resolution authorising such issue shall prescrii the manner,
terms and conditions of redemption or otherwise.
(e)
Subject to the applicable provisions, if any, of the Act, the
Company may accept the money, paid on application, in
respect of subscription to shares in the Company, by any
person, whether a member or otherwise, on his or their own
will and discretion. However, such money shdl be returned,
to the extent applicable, if the Board refuses to d o t the
shares, whether wholly or in part, as applied for, to such
person. The Interest, on the money so refunded, on the
refusal, may be paid, at such rate, as the Board think it fit
and proper, for the period, during which such money was
held, as share application money, by the Company.
(f)
The Company shall be entitled to purchase its own shares
or other specified securities to the extent, and further, in
such manner as provided in Section 77,77A and 77AA of
the Companies Act, 1956. However, the Company shall
not, directly or indirectly, purchase its own shares or other
specified securities in the manner andlor circumstances cited
in Section 77B of the Act.
TRANSFER AND TRANSMISSION OF SHARES
6. The Company shall keep a book to be called the 'Register of
Register of
Transfers' and therein shall be fairly and distinctly entered
Tfansfers
pattkulars of every transfer or transmission of any shares in, or the
' ' d&%*. .,_.- any, of the Company.
.. .-
Refusal to Transfer 7.
Subject to the applicable provisions of the Act or other relevant
laws, if any, for the time being, in force, the Board may decline to
register any transfer of shares and shall not be bound to give any
reason for such refusal. This Article shall also apply in the case of
transferee, who is already a shareholder of the Company. Without
prejudice to the generality of the aforesaid power, the Board may
refuse to register any transfer of share:
(i)
where the Company has a lien on a share; or
(ii)
in the case of share not fully paid up, where it is not proved
to their satisfaction that the proposed transferee is a
responsible person; or
(iii)
where the Directors are of the opinion that the proposed
transferee (not being already a member) is not a desirable
person to admit to membership; or
(iv)
where the result of such registration would be to make the
number of members exceed the limit as fixed by these
presents.
8. Notwithstanding the restrictions herein contained excepting the
circumstances specified in (i) in the preceeding article, any share
may be transferred by a member to another member and to his
Z
spouse and to a child or other issue, lineal ascendants and
descendants, mother, brother, sister, daughter, son, brother's wife,
sister's husband, wife's brother, son's wife, daughter's husband,
nephews or nieces of himself and any share of a deceased may be
transferred by his legal representatives to any of the above persons,
and the shares of any member may be transferred to the trustees of
any deed of settlement or will be executed by the member in respect
thereof, provided such trustees be any such relative of such member
and shares standing in the name of the trustees of such settlement
or will of any member, may be transferred, upon any such change
of trustees to the trustees, for the time being, of such settlement or
will provided such trustees be any such relative of the member as
aforesaid.
Right of
9. Except as hereinabove provided, no shares in the Company shall
Pre-emption
be transferred unless and until rights of pre-emption, as hereinafter
conferred, shall have been exhausted, unless the other shareholders
have tendered their express consent, in writing, to any such
proposed transfer of shares in the company. Where such consents,
whether express or implied in the circumstances or context, of all
other shareholders have duly been delivered to the Company or
, . the Board thereof, for the time being, the procedure or conditions
\
. cited in Articles from (10) upto and including
hereinunder need not be complied with.
,. . .
, . .' .'.
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x- 20
10. Any member, who intends to transfer his shares (hereinafter called
"the Vendor") shall give notice, in writing, to the Board of his
intention to do so. That notice shall constitute the Board of his
agent for sale of the said shares at a price to be agreed upon by the
Vendor and the Board or, in the event of disagreement, at a price,
which the Auditors, for the time being, of the Company, shall certify,
in writing, to be fair value thereof. While certifying the fair value
as such, the Auditors shall be acting as experts and not as arbitrators,
and accordingly the provisions of the relevant Indian Arbitration
Act shall not apply.
11. Subject to the provisions of the preceding article, upon the price
-. .
being fixed or settled, the Managing Director or Directors, who are
attending the duties of the Company, shall, at first instance, be
entitled to purchase the said shares at such price. In the event of
refusal by them to purchase the said shares or any part thereof as
aforesaid, the Board shall give a notice to all members of the
Company of the number and price of the shares to be sold or
transferred and invite each of them to state, in writing, within 30
days from the date of the said notice whether he is willing to
purchase any, and, if so, maximum number of the subject shares.
12. At the expiration of 30 days, the B o d shall allocate the said shares
to or amongst the member'or members, who hadhave expressed
his or their willingness to purchase, and, if more than one, so far as
may be possible pro-rata according to the number of shares already
held by themrespectively. Upon such allocation being made, vendor
shall be bound, on payment of the said price, to transfer the shares
to the purchaser or purchasers, and, if he makes default in doing
so, the Boardmay receive and give a good discharge for the purchase
monev. on behalf of the vendor, and enter the name of the purchaser
-.
or purchasers in the Register of Members as holder of the said
shares purchased by him or them.
13. In the event of the shares not being sold as aforesaid, the vendor
may sell and transfer, his shares at a price, not being lower than
that fixed up or settled by the Board, to any person, subject to the
approval by the Directors, in view of and only to the extent of the
restrictions contained in Section 3(l)(iii)(a) of the Act.
14. Subject to the provisions, with respect to nomination of shares and
debentures, as provided hereinbelow, any person, becoming entitled
to a share in consequence of death or insolvency of a member,
Shal1;ulpon such evidence being produced, as may, from time to
time;.be':r,tquired by the Directors, has the right, either to be
registered a? a member in respect of the share or instead of
,
(&isteredhibself, to make such transfer of the share as the de&easeb."
5 , j ;
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'., -,. .,. , ;
or insolvent person could have made, but the Directors shall, in
either case, have the same right to decline or suspend registration
as they would have had in the case of a transfer of the share by the
deceased or insolvent person before the death or insolvency.
15. (1) Every holder of shares in the Company may, at any time,
nominate, in the prescribed manner, a person to whom his
shares in the Company, shall vest in the event of his death.
(2)
Where the shares in the Company are held by more than
one person jointly, the joint-holders may together nominate,
in the prescribed manner, a person to whom all the rights
in the shares in the Company shall vest in the event of
death of all joint holders.
(3)
Notwithstanding anything contained in these Articles or
any other law, for the time being, in force, or in any
disposition, whether testamentary or othenvise, in respect
of such shares in the Company, where a nomination made
- -
in the prescribed manner purports to confer on any person
the right to vest the shares in the Company, the nominee
shall,in the death of the shareholdem of the Company or,
as the casemay be, on the death of the joint holdem become
entitled to all the rights in the shares of the Company or, as
the case may be, all the joint holders, in relation to such
sham in the Company, to the exclusion of all other persons,
unless the nomination is varied or cancelled in the
prescribed manner.
(4)
In the case of fully paid up shares in the Company, where
the nominee is a minor, it shall be lawful for the holder of
the shares, to make the nomination to appoint in the
prescribed manner any person, being a guardian, to become
entitled to shares i n the Company, in theevent of his death,
during the minority.
16. (1) Any person who becomes a nominee by virtue of the
provisions of the preceding Article, upon the production
of such evidence as may be required by the Board and
subject as hereinafter provided, elect, either -
(a)
to be registered himself as holder of the share(s);
or
(2)
If the person being anominee, so becoming entitled, elects
to be registered as holder of the share(s), himself, he shall
deliver or send to the Company a notice in writing signed
by him stating the he so elects and such notice shall be
accompanied with the death certificate of the deceased
shareholder.
(3)
All the limitations, restrictions and provisions of the Act
relating to the right to transfer and the registration of
transfers of sharesshall be applicable to any such notice or
transfer as aforesaid as if the death of the member'hadnot
occurred and the notice or hansfer has been signed by that
shareholder.
. - .~ -~
. .
. ..
(4)
A person, being a nominee, becoming entitled to a share by
reason of the death of the holder, shall be entitled to the
same dividends and other advantages which he would be
entitled if he were the registered holder of the share except
that he shall not, beforebeing registered amember in respect
of his share be entitledin respect of it to exercise any right
conferred by membership in relation to meetings of the
Company:
Provided that the Board may, at any time, give notice
requiring any such person to elect either to be registered
himself or to transfer the sharels) and if the notice is not
. ,
complied with within ninety days, the Board may thereafter
withhold payment of all dividends, bonuses or other moneys
. -
payable in respect of the share@) or until the requirements
of the notice have been complied with.
17. The provisions relating to nominationlnominee, contained in the
preceding Articles, in respect of the Company's shares/shareholders,
shall apply mutandis to the Company's debenturesldebenture
holders.
Nothing contained in these Articles shall release the estate of a
deceased joint holder from any liability in respect of any share
which had been jointly held by him with other persons.
18. (a) An application for the registration of the transfer of shares
may be made either by the transferor or the transferee,
provided that where such application is made by the
,
,,c.--'-.-.,,
> .
transferor, no registration shall, in the case of partly paid
i
,. .. .
"up shares, be effected, unless the Company gives notice of
/
the application to the transferee, and subject to the
of sub-clause (f) hereof, the company shall,
I
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objection is raised by the transferee within 4 (Four) weeks
from the date of the notice, enter in its Register of members
the name of the transferee, in the same manner and subject
to the same conditions as if the application for registration
was made by the transferee.
For the purpose of sub-clause (a), the notice to the transferee
shall be deemed to have been duly given, if sent by pre-
paid post, to the transferee at the address given in the
instnnnent of transfer and shall be deemed to have been
delivered in the ordinary course of post.
It shall not be lawful for the Company to register a transfer
of any shares, unless proper instrument of transfer, duly
stamped and executed by the transferor(s) and the
transferee(s), has been delivered to the Company, along
with the share certificate(s), or otherwise there has been
provided, to the satisfaction of the Directors of the
Company, a proof of loss of the same, in which case, the
Directors may register the transfer on such terms as to
indemnify andlor otherwise, as they may think fit and
proper.
If the Company refuses to register the transfer of any shares,
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 the transferor the notice
of refusal.
Nothing in clause (c) hereinabove shall prejudice any power
of the Company to register, as a shareholder, any person to
- -
whom the right to any shares has been transmitted by the
operation of the Act or any other law, for the time being, in
force.
(0
Nothing in this Article shall prejudice any power of the
Board of Directors of the Company to refuse to register
the transfer of any shares. The instrument of transfer shall.
after registration, be retained by the Company and shall
remain in the custody. All instruments of transfer, which
the Directors may decline to register, shall, on demand, be
returned to the persons depositing the same.
19. _ No person shall exercise any rights or privileges of shareholders
.ibtil he shall have paid all sums, whether in respect of calls or
.. ,
otherwise, for the time being, due in respect of the shares held by
'
, him or due in any other manner whatsoever, to & i ~ h ~ a n ~ .
I , '
I . , <. . ; ,
The transfer books and register of members and register of
Share ~ r ov i s hs
to apply to
debenture holders may be closed during such time or times not
,,,,,,,,,
exceeding, in whole, a period of 45 (Forty Five) days, in each
year, as the Directors may think fit, and in such manner that such a
period does not exceed 30 (Thirty) days at a time.
Whenever any member of the Company, who is employed by the
Company, in any capacity other than aDi ct or , resigns or shall be
dismissed or otherwise ceases to be in the employment of the
Company, he shall, on such resignation, dismissal or cessation, be
deemed to have given notice to the Board of his intention to sell
the shares, at such price as may be decided by the Auditors, for the
timebeiig, of the Company, aud thereupon the foregoing provisions
-
shall, mutatis mutandis, apply to the transfer of shares by such
member, provided that, in any such case, the Board shall be free to
commence the procedure, so laid hereinabove, at any time, after
the date of resignation, dismissal or cessation of the employee from
the employment of the Company. In such case, the instrument of
transfer may be executed by any director of the Company, as
authorised by the Board in that behalf, for and on behalf of such
member and the said instrument shall be, in that case, be deemed,
for all purposes, signed, executed and delivered by the member
himself.
The Company shall incur no liability or responsibility whatsoever,
in consequence of its registering or giving effect to any transfer of
shares made or purporting to be made by any apparent legal owner
hereof, as shown or appearing in the Register of Members, to the
prejudice of persons having or claiming any equitable right, title
or interest or, be under any liability whatsoever for refusing or
neglecting to do so, though it may have been entered or referred to
in some books of the Company but the Company shall, nevertheless,
be at liability to regard and attend to any such notice and give effect
thereto if the Board shall so think fit.
The provisions with respect to the shares under these Articles, shall,
mutatis mutandis, apply to the transfer or transmission, whether
by operation of law or othetwise, of the debentures of the Company.
LIEN
24.
The Company shall have afirst and paramount lien upon all shares,
not being fully paid up, registered in the name of any member,
either alone or jointly with any other person or persons and, upon
.
~- -
the proceeds of sale thereof, for the debts, liabilitiesmy!
i
engagements,: whether solely or jointly with any other person, tc$\
whether the period for '",paymen' , . :
. .
. .
, , .-
fulfillment or discharge thereof, shall have actually arrived or not,
and such lien shall extend to all dividends, from time to time,
declared on shares.
25. The Company may sell, in such manner as the Directors think fit,
any shares on which the Company has a lien, but no sale be made,
unless such amount, in respect of which the lien exists, is presently
pay able, and not until the expiration of 14 (Fourteen) days, after a
notice, in writing, stating and demanding payment of such part of
the amount, in respect of the lien, as is presently payable, has been
given to the registered holderfs), for the time being, of the shares
or the person or persons entitled whether or otherwise by reason
of the death or insolvency of the former.
-
DIRECTORS
26. Until otherwise determined by the Company in General Meeting,
the number of the directors [excluding the alternate director(s), as
provided for in the Clause (d) of the succediig article, and such
other directors, if any, appointed by the Government or any other
statutory authority or authorities] shall not be less than two and
more than twelve.
4 ~ i m Directors 27. (a) The First Directors of the Company shall be :
1. MR. DHANANJAY KRISHNAJI JOSH1
2. MR. MUKESHLAL GUPTA
Additional
Directors
and the above directors shall not be liable to retire by
rotation and shall be regarded as permanent directors,
subject to the applicable provisions under the Act. The
Directors, as otherwise appointed by the Company, in
general meeting, shall also not be liable to retire by rotation,
unless the terms of appointment state so.
(b)
The Board of Directors of the Company may, from time to
time, appoint such number of Directors, as may be
expedient, as additional directors, on part time or full time
basis, on such terms and conditions, as the Board may
determine, and such additional directors shall hold office
(c)
Subject to the provisions of the Act, the D i t o r s shall
Prector in c a d
have power, at any time. to appoint any person as adirector
Vacancy
to fill a casual vacancy, provided such appointment be done
in the meeting of the Board in which the fact of arisal of a
vacancy is first noted by the Board, failing of which there
shall be deemed cancellation of the said vacancy on the
Board, and the strength of the Board shall so be reckoned
with. Any director, appointed to fill a casual vacancy, shall
hold office only upto to the date, which the director, in
whose place he is appointed, would have held office had it
not been vacated.
(d) The Board of Directors may appoint an alternate director Alternate olrectors - -
to act for the director (hereinafter called "the Original
Director"). as recommended by the Original Director, during
the absence of the latter for a period of not less than three
months from the State in which the Office of the Company
is, for the time being, situated. Alternate director, as
appointed under this Article, shall vacate office, if an when
the Original Director returns to the State aforesaid.
However, no further resolution of the Board shall be
necessary to once again appoint the same person as an
alternate director to act for the Original Director, if the latter
tigain leaves after a very short stay in the state as referred to
hereinabove, and in that case, the same person shall be
deemed to have been appointed as an Alternate Director as
such, provided that the requirements with regard to the filing
of the Notice of appointment or re-appointment as such,
under the Companies Act, 1956, have been complied with.
(e)
The Board of Directors may, from time to time, appoint
Manaelna orrector
one or more of their body or any other person or persons as
Managing Director or Joint Managing Director or Whole-
time Director of the Company, by whatever name or
designation as such, either for a fixed term or otherwise for
such period as the Board think fit, and on such terms and
conditions as they deem fit, and delegate such powers to
him or them, as may be thought proper and necessary by
the Board, and may, from time to time, remove any or all
of them from the office and appoint another or others in his
or their places.
(f)
The Board may appoint a Manager or Secretary on such Manager or
terms, at such remuneration and upon such conditions, as
Secretav
fhe-k fit, and any manager or secretary so appointed
,
may bekhqved by the Board.
,. ,.
Oualification
28. Adirector need not hold any shares, in the capital of the Company,
Shares
to qualify him to be a director of the Company.
Remumration
of Directors
29. (a) Unless the terms of appointment state to the contrary and
as agreed by the Managing Director or whole-time Director,
he shall be paid remuneration either by way of a monthly
or periodical payment or at a specified percentage of the
net profits of the Company or partly by one way and partly
by the other, or by way of perquisites or benefits, of
whatsoever nature, kind or description, subject to the
provisions of the Act.
(b)
Subject to the provisions of the Act, a Director, who is
neither in the whole-time employment nor a Managing
Director, may be, at the decision of the Company in general
meeting, paid remuneration :
(i)
by way of annual payment, andor
(ii)
by way of commission, if the Company, by a
resolution, authorises such Payment, andlor
(iii)
by way of perquisites or benefits, of whatsoever
nature.
sminp F B ~
(c)
The fee payable to a director, excluding a managing or
whole-time or working director, for attending ameeting of
the Board or committee thereof shall be such sum as the
Board of Directors of the Company, or, in the case of
disagreement among themselves, the Company in general
meeting, may, from time to time, expressly determine, by
way of a resolution duly passed at the meeting, whether of
the Board or the general meeting of the equity shareholders
of the Company, subject to theprovisions, if any, applicable
under the Act.
30. If any diiector be called upon to perform extra services or special
exertions or efforts, which expression shall include work done by
a director as member of any committee formed by the Directors,
the Board may remunerate such director, for such special exertions
or efforts, either by way of a fixed sum or otherwise, as may be
determined by the Board, and such remuneration may be either in
addition to or in substitution for his remuneration hereinabove
provided, and such remuneration paid to him shall be deemed to
. be remuneration of a director as such.
\
31. Save as otherwise expressly provided in the Act, aresolutio~ p~lssed
Circular ResoluoM
without holding any meeting of Directors, or of a committee of
directors as formed under these Articles, and signed by all the
directors or members of such committee as aforesaid, for the time
being, in India, be as valid and effectual as a resolution passed at a
meeting of the Board, as duly called and held in accordance with
the provisions of these Articles.
Provided further that, in the case of any urgent matter(s), and further
in the interests of the Company, the resolution, as circulated in
draft, together with the necessary papers, if any, to all directors and
members of the committee, as the case may be, (not being less in
number than the quorum fixed for a meeting of the Board or the
"
committee, as the case may be) then in India, and to aU other
directorqor members, at their usual addresses in India, and as
approved by such directors, as are then in India, or by a majority of
such of them as are entitled to vote on the resolution, be as valid
and effectual as a resolution passed at a meeting of the Board, as
duly called and held in accordance with the provisions of these
Articles, and that such decision taken by the majority of such
directors or members of the Committee of Directors be read, noted
and confirmed at the immediately next meeting of the Board.
In the case of equality of votes on the resolution so deemed to be
circulated, the Chairman of the immediately preceding meeting of
the Board shall have a second or casting vote.
32. The Board of Directors may, at any time, and from time to time, by
power of attomey, appoint any person or persons, to be the Attorney
or Attomeys of the Company, for such purposes and with such
powers, authorities and discretions (not exceeding those vested in
or mandatorily exercisable by the Directors under these presents)
and for such period and subject to such conditions as the Directors
may, from time to time, think fit and any such appointment, if the
Directors think fit, be made, only in the interests of the Company,
in favour of any other Company or the members, directors,
nominees or managers of any such company or fm or otherwise,
in favour of any fluctuating body or persons whether nominated
directly orindirectly by the Directors and any such power of attorney
may contain any such powers for the protection or convenience of
persons dealing with such Attomeys, as the Directors may think
fit, and may contain powers enabling any such delegates or
Attomeys, as aforesaid, to sub-delegate all or any of the powers,
authorities and discretions, for the time being, vested in them.
33. (a) The Board shall approve and adopt and then provide for Custody of the
the safe custcdy of seal of the Company.
Seal
...-
-..
, .~ . .., .: :<b
.., .* '
Affu~ng of the
(b)
The seal of the Company shall not affixed to any i nsment ,
Seal
except by the authority or resolution of the Board or of a
committee of the Board authorised by it in that behalf, and,
except in the presence of at least one director or Secretary
or other official of the Company, as the Boardmay appoint
=+
for the purpose, and the Director or the Secretary or such
other officer of the Company shall sign every instrument
to or upon which the seal of the Company is so affixed in
his presence.
Provided that in the case of issue of certilicates, with respect
to the shares or debentures, in or of the Company, ;he: seal
. ~~ ~ .. .
. . . shallbe affixedin suchmanner, as may,fr6m time to time, - -
be providedunder the Act 6r by the Rules made, for the
time being, by the Central Government in that behalf.
POWERS AND DUTIES OF DIRECTORS
Interested
may vote
34.- (a) The management and control of the business of the
Company shall be or deemed to be vested in the Directors,
who may exercise all such powers, and do all such acts,
deeds and things, as may be exercised or done by the
Company, and are not expressly directed or required by
'
the Act, to be exercised or done by the Company in general
meeting, but subject, nevertheless, to the provisions of the
Act and to any regulations, from time to time, made by the
Company in general meeting provided that no regulations
so made by the Company shall invalidate any prior act of
the Directors, which would have been valid, had such
regulations not been made.
Director (b) Notwithstanding anything to the contrary contained in these
presents, any director shall be entitled to take part in the
discussion of and vote on, any contract or arrangement
entered or to be entered into, on behalf of the Company,
inspite of his being any way, whether directly or indiiectly,
concerned or interested in any such contract or arrangement,
and his presence shaU be counted for the purpose of forming
a quorum at the time of any such discussion or vote, as the
case may be, and if he does vote, his vote shall be valid
and effective for all purposes and in all respects.
(c)
Subject to the provisions of Section 3(l)(iii)(d) and other
applicable provisions of theAct, theBoard may, from time
to time, raise or borrow, by way of deposits or loans, any
sum of money for and on behalf of the Company, from
shareholders, directors and their relatives or f r i gndy other
persons, banks, financial institutions, eta , . ;' '
.~ "::\
(d)
The Board may, from time to time, secure the payment of
such borrowings or loans borrowed, availed or taken by
the Company or otherwise from any other company, fum
or person, upon such terms and conditions as they think fit,
in the interests of the Company, and, in particular, by the
issue of debenhues orbonds of the Company or by mortgage
or charge of or over any or all the properties or undertakings
of the Company and/or of uncalled capital or goodwill of
the Company.
35. (a) Sa long as any money be owing by the Company to any Nominee Dlrecwr
finance corporation or to any finance or investment
company or body (hereinafter collectively referred to as- -
- -- -
"the Corporation"), the Board may authorise the
Corporation to appoint, from time to time, any person or
persons, as director or directors of the Company -inafter
referred to as "Nominee Director") and such Nominee
Diector shall not be liable to retire by rotation and need
not hold or possess any shares to qualify him for the office
of a director.
@)
The Corporation may, at any time and from time to time,
remove any such Nominee Director so appointed by it, and
. .
. .
...*
may, at the time of such removal and also inthe case of his
death or resignation, appoint any other person as a Nominee
Diector in his place. Suchremoval or appointment shall
be made, in writing, signed by the Chairman of the
corporation or any person authorised by the Board of
Directors of the Corporation, and shall be delivqed to the
Company, at the registered office of the company.
(c)
If it is provided by any Trust Deed, securities or otherwise, Debanlure
in connection with any issue of debentures or bonds of the
Company, that any person or persons shall have apower to
nominate a director of the Company in the case of any and
every such issue of debentures or otherwise, the said person
or persons may exercise such powers, from time to time,
and appoint adirector (hereinafter referred to as "Debenture
Director") accordingly, any director so appointed may be
removed from the office at any time by the person or persons
on whom, for the time being, is vested the power under
which he was appointed and another director may be
appointed in his place. A Debenture Director shall not be
liable to retire by.rotation and also shall not be bound to
MEETINGS
Len& of Notice 36. (a)
of Mwtihs
Section 173
not rn appfV
(bz
Interim Dividend (c)
At least 7 (Seven) days' notice of every General Meeting,
whetherAnnua1 or Extraordinary and by whatsoever name
called, exclusive of the both days (i.e. the day on which the
notice is served and that of the meeting), specifying the
date, place and hour of the meeting and the general nature,
in brief or otherwise, of the business to be hansacted thereat,
shall be given to such persons, as shall be, under the Act
entitled to receive the notice from the Company as well as
the directors (if not already shareholdersof the Company)
of the Company. Provided, however, a meeting may be
called at shorter notice, if the members holding not less -
than 5 1 % @~fty one percent) of the paid-upcapital or voting
power, as the case may be, of the Company, so agree, in
writing, in whatever form and manner.
Theprovisionsof sections 171 and 173 of theAct shall not
apply with respect to general meetings of the Company.
DIVIDEND
The Company may, in general meeting, declare dividend
but no dividend shall exceed the amount, if any, as may be
recommended by the Board.
Subject to the provisions of the Act, the profits of the
Company, subject to any special rights or privileges thereto
createdor authorised to be created by these Articles or under
the Act, in pursuance of the terms of issue of those shares,
and generally subject to the provisions of these Articles,
shall be divisible among the members in proportion to the
amount called upon the shares held by them.
The Board may, from time to time, pay to the members
such interim dividend as they think fit and justifiable.
However, they shall be responsible to comply with the
requirements under the Act.
The Company shall pay dividend in proportion to the
amount paid-up or credited as paid-up on each share.
The Board may, if it thinks fit, receive from any members.
willing to advance the same, all or any part of the amounts
of his respective shares beyond the sums actually called
up, and upon the moneys so paid in advance, or
much thereof as, from time to time, and at
thereafter, exceeds the amount or calls then made and due
in respect of the shares on account of which such advances
are made, the Company may pay or allow interest at such
rate as may be approved by the Board, provided that at any
time after the payment of such money so paid in advance, it
shall be lawful for the Board to repay, from time to time,
such member so much of such money as shall then exceed
the amount of the calls made upon such shares, unless there
be an express agreement to the contrary, and after such
repayment such member shall be liable to pay and such
shares shall be charged with the payment of all further calls
as if no such advance had been made. The member so
making advancepayment shall not, however, be entitled to
dividend or to participate in profits of the Company or to
any voting rights, in respect of the monies so paid by him,
until the same would, but for such payment, become
presently payable.
CAPITALISATION
Subject to the provisions of the Act -
(1)
any general meeting may, upon the recommendation of the
Directors, resolve that any moneys, balances, investments
or other assets, forming part of the undistributed profits of
the Company (icluding profits or surplus moneys arising
from realisation of any capital assets of the Company) or
standing to the credit of the Reserve Fund or any other fund
of the Company, Profit & Loss Account or Capital
Redemption Reserve or in the hands of the Company
available for dividend, or representing the premiums
received on the issue of shares and standing to the credit of
the share premium account be capitalised and distributed
amongst such of the shareholders as would be entitled to
receive the same, in accordance with the respective rights
and interests and in proportion to the amount paid or credited
as paid-up, on the footing that they become entitled thereto
as caoital and that all or any part of such capitalised funds
- -
be applied subject to the provisionscontained in Clause @)
hereof, on behalf of such shareholders, in full or in part
towards -
(i)
to pay, either at par or at such premium, as it may
be decided, any unissued shares, debentures,
debenture stock, bonds or other obligations of the
pany, which shall be issued, allotted, distributed
redited as fully paid-up to and amongst such
bers, in such proportion, or
\
. .
.,
by nediting shares of the Company which may have
been issued and are not fully paid up in proportion
to the amount paid or credited as paid thereon,
respectively, with the whole or any partof the sums
remaining unpaid thereon, and the Directors shall
give effect to such resolution and apply such
proportion of the profits or Reserve Fund or any
other Fund as may be required for the purpose of
making payment in full or part for the shares,
debentures, debenture stock, bonds or other
obligations of the Company so distributed or, as
thecase may be, for the purpose of paying in whole
or in the shares which may have been issued and
are not fully paid up, or
(iii)
paying up partly in the manner specified in the
Clause (i) hereinabove and partly in the manner
stated in the Clause (ii) hereinabove
. providedthatno such distribution orpayment shall
be made unless iecommended by the Directors and
if s6 recommended, such distribution and payment
. .
shall be accepted by such shareholders in full
h
satisfaction of their interest in the said capitalised
sum.
(2)
for the purpose of giving effect to any such resolution, the
Directors may settle any difficulty, which may arise in
;,.
regard to the dishbution or payment as aforesaid, as they
think expedient, and, in particular, they may issue fractional
certificates and generally may make such arrangement for ,
the acceptance, allotment and sale of such shares,
debentures, debenture-stocks, bonds, or other obligations
and fractional certificates or otherwise, as they may think
fit, and may make cash payments to any holders of shares
on the footing of the value so fixedin order to adjust rights
and may further vest any shares, debentures, debenture-
stocks, bonds or other obligations in trustees, upon such
trust for adjusting such rights, as may seem expedient to
the Directors. In the cases, where some of the shares of the
Company are partly paid, only such capitalisation may be
effected by the distribution of further shares, in respect of
the fully paid shares, by crediting the partly paid shares
.
..
with the whole or part of the unpaid liability thereon, but
that as between the holders of fully paid shares
,~ ...
shares the sum so applied in the
. .
..:
further shares and in the extinguishment or diminution of
the liability on the partly paid shares shall be so applied
pro-rata in proportion to the amounts then already paid or
credited as paid on the existing fully paid and partly paid
shares respectively. When deemed requisite, a proper
contract shall be executed, in accordance with the Act, and
where the Board may appoint any persons so as to sign
such contract, for and on behalf of the holders of the shares
of the Company, such appointment shall be effective.
GENERAL AUTHORITY
39. - Where, in the Act, it has been provided that the Company shall
have any right, privilege or authority or that the Company could
carry out any transaction only if the Company is so authorised by
the provisions of its Articles of Association, then, and in that case,
these regulations hereby authorise and empower the Company or
the Board of Directors, to have such right, privilege or authority
and to carry out or perform such transactions and acts, as should
have otherwise been permitted by the Act, without there being any
specific regulation of such rights, privileges, authorities, acts and
transactions.
INDEMNITY
40. (a)
Subject to the provisions of the Act, every director, manager
and any other officer or any other person, whether or not
being an officer of the Company, employed by the Company,
or the Auditors of the Company or any other servant of the
-
Company (hereinafter all collectively referred to as "the
said person") shall be indemnified by the Company, and it
shall be the duty of the Board to pay out of the funds of the
Company all costs, charges, expenses, interest, damages
and losses which the said person may incur or become liable
to by the reason of any contract enteredinto or any act or
thing done by him as such the said person, or, in any way,
in the discharge of his duties, including expenses, and, in
- - -
particular, but without prejudice to the generality of the
foregoing provisions, against all liabilities incurred by the
saidperson such as director, manager, officer or servant, in
defending any proceedings, in which judgment is given in
his favour or in which he is acquitted or in connection with
any application under Section 633 of the Act in which relief
(b)
Subject to the provisions of the Act, no Director, Manager
or other officer of the Company shall be liable for the acts,
receipts, neglects of any other Director, Manager or officer,
or for joining in any receipt or other act for conformity or
for any loss or expense happening to the Company through
the insufficiency or deficiency of the title to any property
acquired by order of the Board or for and on behalf of the
Company, or for insufficiency or deficiency of any security
in or upon which any of the moneys of the Company shall
be invested or for any loss or damage arising from the
bankruptcy or insolvency or tortuous act of any person with
whom any moneys, securities or effects shall be deposited
or for any loss occasioned by error of judgment, omission,
default or oversight, on his part, or for any other loss,
damage or misfortune whatever, which shall happen in the
oerfonnance of the duties of his office or in relation thereto,
unless and otherwise the same happens through his own
dishonesty, gross negligence or out of his malafide or like
intentions.
41. If the Company shall be wound up, and the assets available for
-
distribution among the members as such shall be insufficient to
repay the whole of the paid-up capital, such assets shall be
distributed so that, as nearly as may be, the losses shall be borne
by the members in proportion to the capital paid-up or which ought
to have been paid-up at the commencement of the winding up, on
. the shares held by them respectively, and if in a winding-up, the
assets available for the distribution among the members shall be
more than sufficient to repay the whole of the paid-up capital of
the Company at the commencement of the winding up, the excess
shall be distributed amongst the members in proportion to the
capital paid-upor ought to have been paid-up at the commencement
of the winding up, on the shares held by them respectively.
However, this article is without prejudice to the rights of the holders
of shares issued or allotted upon special terns and conditions.
SECRECY
- 42. (a) No member or any other person, not being a director, shall
beentitled to visit or inspect any property, premises or works
of the Company, without the prior permission of the Board,
or to require discovery of or any informadon respecting
any details of the Company, trading, manufacturing
processes or any matter which is or may be in the nature of
a trade secret, mystery oitrade, secret process, technology
or any other matter, which may relate to the conduct of the
business of the Company, and which, in the opinion of the
Board, it would be inexpedient, in the interests of the
company, to disclose.
(b)
Every Director, Manager, Officer, Auditor, Treasurer,
Trustee, Member of any committee, Agent, Servant,
Accountant or any other person employed, hired, associated
or retained in the business of the Company shall pledge
himself to observe strict secrecy, respecting all transactions
or business of the Company with the customers or any other
person and the state of accounts with individuals orpersons,
and in matters relating thereto, and shall pledge himself
-not to reveal any of the matters or technical information,
which may come to his knowledge in the discharge of his
duties, except when required so to do by the Board or by
any meeting of the members, or by a Court of Law, or by
any person to whom the matters relate and, except so far as
may be necessary, in order to comply with any of the
provisions of the Act, the law or statutes generally, and
further of or under these presents.
subscribed hereunder are desirous of being formed into a Company in pur suance to
these Articles of Association.
Signature, Names, Addersses,
Descriptions and Occupations of
Subscribers
Signature
of
Subscriber
Signature, Name,
Address, Description
and Occupation
of Witness
1. IRB INFRASTRUCTURE DEVELOPERS LIMITED
3rd Floor, IRB Complex. Chand'vli Farm,
Chand'vti Village, Andheri (East),
- .
Mumbai - 400 072.
JOSHI, Chief Operating Officer of the Company,
S/o. MR. KWSHNAJI JOSHl
vide resolution dated 18/09/09
3rd Row, IRB Complex, Chand'vali Farm,
Chandivali Village, Andheri (East),
Mvmbai 400 072.
Signed for a d on behall of the Company
by or under the hand of MR. MUKESHW
GUPTA, Director of the Company,
YC. 510. MR. WRSHOTrAMW GUPTA
3. DHANANJAY KRlSHNAJl JOSHl
Slo. KAlSHNAJl JOSHl
A-301. 3rd Floor,
Runwal Pride, Behind R Mall.
LBS Mag, Mulund (West),
Mumbai - 400 080.
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XRB TALEGAON AMRAVATI TOLLWAY PRHVAn LI&JJTEE
Regd Ofl i RB Complex, Chmdtvati Fatm, Chandivati Wiagc, Andhen' paso, Maaumb~i- boo 072.
Td: 91-22-6640 42ZO Fa. 91-22-6675 I024
$1" November, 2009
Natlonal HIghway Authoflty of lndla
(Mliiistry of Roed Transport 8 Highways)
6-586. Sector 10,
DwaM,
New Delhi - 1 10075.
Kind Atin : Shri. S. K. Nirmal, Chlef Geneml Manager (Tech)lSh. Nltln Jaln, DGM ,Tach:
Sub : Deelgn, Engineering, Finance, Procurement, Construction, Operation e x ?
Maintenance of 4 - Laning of Talegaon - Arnravatl sectton of MW - 6 fmm 'iG8.95 ,
to 166.725 In the State of Mahamstre under NHDP Phase - 111 A on Dsslgrr, SICS,
Finance, OporPte and Transfer (the "DBFOT") baslo. - Submissloss 04 Bhs sgplea
at mvlaed Memorandum of Aasoclntlon and Articles of Assoclatlon.
Ne are submitting herewith, the copies of revlsed Memorandum of Aesoclatlon aiid Adic!er: d
ksocietion fo: your records.
Authorized Slgnetory
i
AND
0 F
PRIVATE LIMITED-
,
*ytimir-m%%M
IRB TALEGAON AMRAVATI TOUWAY PRIVATE LIMITED.
Form 1
Certificate of Incorporation
Corporate Identi ty Number : U45203MH2009PTC196741
2009 - 2010
$
I her eby certi fy that IRB TALEGAON AMRAVATI TOLLWAY PRI VATE LI MI TED i s
t hi s day i ncorporat ed under t he Compani es Act, 1956 (No. 1 of 1956) and t hat t he
%
company i s pri vat e limited. +@
*
Gwen under my hand at Mumbai t hi s Twent y Ni net h day of October Two Thousand
N~ne.
t
(VIJAYA NAGORAO KHANDARE)
I
FliPm ?k%F I Asststant Registrar of Cornpanles
- v
Maharashtra. Murnbat
Malllng Address as per record available in Registrar of Cornpanles office
IRB TALEGAON AMRAVATI TOLLWAY PRIVATE LIMITED
1%
MUMBAI
Maharash
Ms. CHANDlVALl VILLAGE, AN
T : .
**** *%*
for TA~GAON AMUVAI~ IOLLWAY PVT
v p . x - 3
Dl sSCIOa
--. .
PRIVATE LIMITED
I. The name of the Company is IRB TALEGAON AMRAVATl TOLLWAY PRIVATE
LIMITED.
II. The Registered Office of the Company will be situated i n the state of
Maharashtra i.e. within the jurisdiction of Registrar of Companies, Maharashtra
at Mumbai.
Ill. The objects for which the Company i s established are :-
A. MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE
COMPANY ON ITS INCORPORATION :
1. To carry on the business of infrastructure development i n respect
of t he work of design, engineering, finance, procurement,
construction, operation and maintenance of Claning of Talegaon
- Amravati section of NH-6 from km 100.00 t o km 166.725 i n
the State of Maharashtra under NHDP Phase lllA on DBFOT basis
including collection of t he fee and retention of the fee and t o
carry out the ancillary activities as specified i n the Concession
Agreement t o be executed wi t h National Highway Authority of
India (NHAI).
1
9. OBJECTS INCIDENTAL ORANCILLARY TO THE AlTAlNMENT OF THE
MAIN OBJECTS :
2. To pay out of the funds of the Company all costs, charges and
exoenses of and incidental t o the ~r omot i on. formation.
registration, advertisement and establishment of this company
and the issue and the subscription of the shares or Procurement
of loan or working capital or otherwise.
3. To procure the recognition to the Company i n any country, state
or place outside India, and t o establish and maintain local registers
at any branch or place of business i n any part of the world.
4. To pay t o promoters such remuneration and fees and otherwise
recompense them for their time and for the services rendered by
them.
5. To form, establish, promote, assist, acquire, subsidise or concur
i n establishing or promoting any company, companies or firms,
for the purpose of acquiring all or any of the properties, rights and
liabilities of the Company, and t o place or guarantee the placing,
subscribe for or, otherwise acquire all or any of part of the shares
and/or business capable of being conducted so as directly or
indirectly t o benefit the Company, and further to pay for the
preliminary, formation or incorporation expenses in respect of the
same.
6. To acquire by concession, grant, purchase, lease, license or
otherwise, either absolutely or conditionally, and, either alone or
jointly with others, any tract or tracts of country, lands, buildings,
machinery, plant, utensils, works, conveniences and other
moveable and irnmoveable property of any description and any
patents, trademarks, concessions, privileges, and other rights,
for the objects and businesses of the Company, and to construct,
maintain and alter any buildings and works thereupon necessary
or convenient for the purposes of the Company, and to pay and1
or satisfy the consideration, for such tract or tracts of country,
lands, buildings, estates, works, property or rights or any other
property and rights purchased or acquired by or for the Company,
by shares, stock, debentures, debenture stocks, bonds, other
securities of the Company, or otherwise and to manage, develop,
sell, let on lease or for hire, or otherwise dispose off or turn to
accrjunt the same at such time or times anq, in such manner and,
A
for su* consideration, as may be deemed proper or expedient.
b , ;
1 7. To sell, improve, manage, develop, l et . .
abandon, dispose off, turn
all or any part of the
m- s
and rights of the Company, either absolutely or conditionally, and
in such manner and upon such terms and conditions in all respect,
as may be thought fit, and t o accept payment or satisfaction for
the same in cash w otherwise.
8. To purchase, or otherwise acquire, takeover, merge, whether as
a going concern or otherwise, and undertake all or any part of the
businesses, properties and/or liabilities of any person, firm or
company carrying on or proposing t o carry on any business, which
the Company is authorised t o carry on, or possess the property or
other assets, whether tangible or otherwise, suitable for the
purposes of the Company, or which can be carried on in conjunction
therewith, and t o subsidise, settle out or assist any such person,
firm or company financially or otherwise, and, in particular by
issuing and allotting or subscribing for shares, stocks, debentures,
debenture stocks or other securities of this company or such
other firm or company, as the case may be.
9. Tooperate branch of a business, which this Company is authorised
t o carry on, by means or through the agency of any firm or
subsidiary or group company or companies and, t o do all such
acts, deeds or things necessary or required t o give effect t o such
transactions, in the interests of the Company.
10. To establish and maintain agencies at any place or places in India
or other parts of the world for the conduct of the business or
businesses of the Company.
1 1. Subject to the provisions of the Companies Act, 1956, and any
other applicable laws, for the time being, in force, to issue
debentures, debenture stock, shares, stock, bonds, obligations
and securities of every kind, nature and description, and to frame,
constitute and secure the same, as may seem expedient, with
the fullest power to make the same transferable by delivery, or by
instrument of transfer or otherwise, and either perpetual or
terminable, and either redeemable or otherwise, and to charge or
secure the same by trust, deed or otherwise, on the undertaking
of the Company, or upon any specific property and rights, present
and future, of the Company or otherwise.
12. To incur debts and obligations for the conduct of any or all of the
businesses of the Company, and to purchase or hire goods, material
7
or materials or machinery on credit or otherwise, for any business
. ~~
6i:purpose of this Company; and give credit to any person, firm
13. Subject t o the Directions, as may, from time to time, be issued,
whether by the Reserve Bank of lndia, or under the Companies
Act, 1956, t o borrow, raise or secure the payment of money, or
t o receive money on deposit other than public deposits, at interest
or otherwise, for any of the purposes of the Company and, at
such time and, from time to time, and, in such manner, as may be
thought fit and, i n particular, by the issue of debentures, or
debenture-stocks convertible into shares of this or any other
company or perpetual annuities, and as security for any such
money so borrowed raised or received for any such debentures or
debenture stocks so issued to mortgage, pledge or charge the
whole or any part of the properties, assets, revenue and/or profits
of the Company, present or future, including its uncalled capital,
by special assignments or otherwise, or t o transfer or convey the
same absolutely or in trust, and t o give the lenders powers of sale
and other powers, as may seem expedient, and to purchase,
redeem, or pay-off any such securities, and also by a similar
mortgage, charge or lien to secure and guarantee the performance
by this Company or any other person, firm or company, as the
case may be, provided that the Company shall not carryon banking
business as defined in the Banking Regulation Act, 1949.
14. To enter into partnership or into any arrangements for sharing or
pooling of profits, amhlgamation, Joint Venture, union of interest,
reciprocal concession or co-operation, collaboration, trade
agreements, with any person, firm or company, whether i n lndia
or elsewhere.
1 5. To enter into any agreement or arrangement with any Government,
or authorities, whether municipal, local or otherwise, or any person,
firm or company, that may seem conducive to the any of the
objects of the Company, and to obtain, from any such Government,
authority, person or company, any rights, privileges, charters,
contracts, licenses and concessions, which the Company may
think it desirable to obtain, and to carry out, exercise and comply
wi th any such agreements, arrangerpents, rights, privileges,
charters, contracts, licenses and concessions to exercise, dispose
off or otherwise turn to account any such rights, privileges and
concessions.
16. To lend, invest or otherwise employ or deal with money belonging
- -.
in securities and shares or other
or immoveable properties, with or without security,
terms, and, in such manner, as may
to time, to vary such
as the Directors
Companies Act,
17. To draw, make, accept, endorse, discount, execute and issue,
negotiate, assign and otherwise deal with cheques, drafts, bills of
exchange, promissory notes, hundies, debentures, bonds, bills of
lading, railway receipts, warrants and all other negotiable or
transferable instruments, and to undertake financial obligations,
transactions and operations, of all kinds, which the Company is
authorised t o undertake or transact, in relation to and in furtherance
of the objects of the Company.
18. To open, run or maintain banking account or accounts with any
bank or bankers and t o carry on the banking business transactions
of the Company.
19. TO employ experts t o investigate and examine into the conditions,
prospects, value, charter and circumstances of any business
concerns and undertakings, and of any assets, property or rights.
20. To appoint any directors or managers of any subsidiary company
or of any other company in which this Company is or may be
deemed to be interested or concerned.
21. To take part in the management, supervision and control of the
business or operations of any other company or undertaking, having
similar or compatible objects and for that purpose to appoint and
remunerate any directors, trustees, accountants or other experts.
22. Subject t o the provisions of the Companies Act, 1956, t o make
andlor receive donations, gifts or income t o or from such person,
institutions or trusts, whether of cash or any other assets, as
may be thought directly or indirectly t o benefit the Company or
any of the objects of the Company or otherwise expedient, and
also t o remunerate any person or corporation introducing or
assisting in the introduction, in any manner, the business to the
Company, and to aid, pecuniarily or otherwise, any association,
body or movement.
23. To create depreciation fund, reserve fund, sinking fund, insurance
fund, educational fund or, any other special fund on reserves,~
whether for depreciation or for repairing,improving, extending or
maintaining any of the properties of the Company or for redemption
of debentures or redeemable preference shares or for any other
purposes conducive t o the interests of the Company.
. .
reserve or t o distribute as bonuqshares among the
or otherwise, and t o a
I
!
think fit, any mone
:
es or debentures issued at
received i n respect of forf
m- 8
from the sale by the Company or forfeited shares, subject to the
provisions of the Companies Act, 1956.
25. To provide for the welfare of directors, ex-directors, employees
or ex-employees of the Company or its predecessors i n business
and the wives, widows, and families or the dependents or
connections of such persons by building or contributing to, the
buildings, quarters, houses or dwellings, or by grants of money,
pensions, gratuities, allowances, bonuses, profit sharing, bonuses,
benefits, gifts, donations, or any other payments, or by creating
and, from time t o time, subscribing or contributing to provident
and other funds or schemes, societies, trusts, associations,
institutions or conveniences, and by providing, subscribing or
contributing towards places of instruction, recreation, hospitals
and dispensaries, medical and other attendance and assistance,
as the Company shall think fit, or making payments t o or towards
the insurance of any such persons as aforesaid.
26. To undertake and execute any trust, the undertaking of which
may seem t o the Company desirable, either gratuitously or
otherwise.
-
27. To establish, provide, maintain and conduct or otherwise subsidise
research laboratories and experimental workshops for scientific
. .
and technical research and experiments, and t o undertake and
carry on with all scientific and technical researches, experiments
and tests of all kinds and in all their branches, those may be
considered likely t o assist any of the business which the Cbmpany
is authorised to carry on.
28. To acquire, preserve and disseminate useful information in
connection wi th trade, commerce and industry, which the
Company is, for the time being, in, and to carry out or undertake
any investigation, inquiries, services, analysis or otherwise, as
may be considered proper.
29. To apply for, purchase or otherwise acquire and protect, prolong
and renew, whether in India or elsewhere any patents, patent
rights, d'invention, licenses, protections, concessions and the like,
conferring any exclusive or limited right to any invention, secrets,
or other information which may seem capable of beingused for
any of purposes of the Company or the acquisition of which may
@ benefit the Company, and to use,
or grant licenses or privileges, in
to account, an)i
, .,,
, \ ' : ~ . -
\' . .
2. >..:
...~ ...
seeking t o improve the patents, property, rights, inventions, secrets
or information so acquired or proposed to be acquired by the
Company.
30. Subject t o the provisions of the Companies Act, 1956, t o adopt
such means of making known the business andlor products of
the Company or of any company, in which this Company is
interested, as may seem expedient, and, in particular, by advertising
i n the press, by circulars, by purchase and exhibition of works of
an art or interest, by publication of books, papers and periodicals
and by granting prizes, gifts, rewards and donations.
31. To hold conferences, workshops or seminars for the promotion
of business of the Company or any other person, firm or company,
in which this company may be interested or concerned.
-
32. To acquire, register and secure membership, seat or privilege,
either in name of the Company or its nominee, in and of any
association, exchange, market, club or other institution, whether
in lndia or any part of the world, for furtherance of business of
the Company.
33. To contribute or t o sponsor or assist any political party, any person,
organisation or body corporate, for the political purposes which,
in the opinion of the Directors, is beneficial t o the Company and,
is not prohibited by any law, order or regulation, for the time
being, in force.
34. To insure the property, rights, interests, benefits and profits of
the Company with any other company or person, against losses,
costs, expenses, damages, risks and liabilities of all kinds which
may affect this Company.
35. To institute, conduct, defend or compound any legal proceedings
by or against, as the case may be, the Company, its officers or
otherwise, concerning the affairs of the Company, and to pay,
satisfy or compromise any claims made against the Company or
any of its officers, notwithstanding that the claim may not be
valid at law.
36. To refer or agree t o refer any claim, demand, dispute or any other
question, by or againstthe Company, or in which the Company i s
interested or concerned, t o arbitration, in lndia or at any place
outside lndia, and to observe and perform, and to do all acts,
deeds, matters and things tq carry out the enforcement of the
awards. .
the event of winding up, to distribute any of
Company amongst the members, in specie
: the provisions of the Companies Act, 1956.
=-lo
C. OTHER OBJECTS :
38. To act as agents and manufacturers' representatives, and t o
undertake and perform contracts andtor sub-contracts and also
t o act i n any of the business of the Company through or by means
of agents, sub-brokers, sub-contractors or others.
39. To carry on the business of merchants and traders, whether
wholesale, retail or on commission basis, of or in relation t o things,
goods, materials, effects, products, provisions, produce, articles,
commodity and novelties of personal and household use and
consumption.
40. To act as advisors and consultants on all matters including finance,
administration, industry, technology, marketing, product
development, production, operations, sales, strategic planning,
public relations, advertising and sales promotion, import and export,
corporate affairs, law, accountancy, secretarial.and management,
capital and project.
41. To carry on the business as assessors, appraisers, surveyors,
actuaries and valuers i n respect of all classes of property, both
real and personal.
42. To do the business of advertising. publicity and media agency
and advertise the sale of their productsand services through various
medias, of whatsoever nature, kind and description, in lndia and
abroatl and t o render consultancy services with regard t o public
relations, advertising, publicity, and marketing methods and
techniques.
43. To undertake custody and warehousing and to provide storage,
warehousing and custodial facilities.
44. To undertake and carry on business of engineers, in all their
branches.
45. To purchase, erect, acquire, equip;run, operate, manage or, in
any other manner and in all its aspects, deal in Hotels, Resorts,
Holiday Homes, Clubs Bars and Restaurants, including all the
conveniences, amenities, benefits and facilities adjunct or relating,
~ . ...
whether directly or indirectly, thereto, in lndia or in any other pan
,
!. , of the, world.
46. To establish, run, let on hire, petrol and diesel pumps and also to
deal in articles, ancillaries and products of and required t o
automobile industry and transport industry, of any nature, kind,
and description.
47. To carry on the business of undertaking turnkey projects and
work contracts for the construction of units, whether industrial
or commercial, and installations of plant, machinery and equipment.
48. To carry on all kinds of cold storage and refrigeration business
including the business of manufacturers of and dealers in all kinds
of ice making, refrigeration and cold storage apparatus, machineries
used in connection with the ice and cold storage trade.
49. To carry on the business of manufacturers of and dealers in all
kinds of ice including dry ice, liquid carbon dioxide, ice cream and
all kinds of frozen victuals including frozen fruits and vegetable
and aerated and mineral water.
50. To carry on the business of manufacturers of and dealers in
machinery and plant and of every description and kind and i n
particular machine tools and implements, and to manufacture,
produce, repair, alter, convert, recondition, prepare for sale, buy,
sell, hire, import, export, give in lease, let out on hire, trade and
deal in machine tools and implements, other machinery, plant,
equipment, article, apparatus, appliances, components, parts,
accessories, fittings and things i n any stage or degree of
manufacture, process or refinement thereof.
51. To carry on the business of Investment Company and to invest
in, acquire and hold and otherwise deal in shares, stocks, units,
debentures, debenture-stock, bonds, obligations and any other
securities issued or guaranteed by any company, government, or
any other person constituted under the Law or carrying on business
i n India or elsewhere.
52. To carry on all or any of the businesses of builders and contractors,
architects, interior desinors, vastu design consultants, decorators,
wood carvers, merchants and dealers in stone, sand, lime, brick,
timber, hardware, andother building requisites, job-masters and
licensed victualers, and t o carry on the business of manufacture
and sale of fittings, panels, door, windows or staircase fittings,
1
domesiipor industrial furniture, grills, gates, or any other fabricated
material &s,ed in construction of buildings, made from steel,
sponge, plastic,
%~
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XE- 12
53. To carry on the business of civil engineers and contractors,
estimators, town planners and developers.
of the work of design, engineering, finance, construction, operation
and maintenance of roads, highways, tunnels, bridges, dams.
canals and other such constructions including collection and
retention of the fee.
IV.
The liability of the members is limited.
V. a) The Authorised Share Capital of the Company is Rs.1,00,00,000/-
(Rupees One Crore Only), divided into 10,00,000 (Ten Lakh) equity
shares of Rs.101- (Rupees Ten Only) each.
b)
The paid-up share capital of the Company shall be, at any point of time,
minimum of Rs. 1.00.0001- (Rupees One Lakh Only).
[ THOUSAND) I
Murnbai, 6th Day of October, 2009.
subscribed hereunder are desirous of being formed into a Company in pursuance of
this Memorandum of Association, and we respectively agree to take the number of
shares in the capital of the Company set
Names, Addersses,
Descriptions and Occupations
of Subscribers
1. IRB INFRASTRUCTURE DEVELOPERS LIMITED
3rd Floor, IRE Complex, Chandiii Farm,
Chandivli Village, Andheri (East),
Mumbai - 400 072.
JOSHI, Chiif Operating Officer of the Company.
Slo. MR. KRlSHNAJl JOSH1
3rd Floor, IRE Complex, Chandwali Farm,
Chandivdi Village, Andheri (East],
Murnbai 400 072.
-
by or under the hand of MR. MUKESHLAL
L . GUPTA. Director of the Company,
Slo. MR. WRSHOTTAMLAL GUPTA
3. DHANANJAV KRlSHNAJl JOSH1
Slo. KWSHNM JOSH1
A-301, 3rd Floor,
Runwal Wie, Behind R Mall,
LBS Marg, Mulund (West),
Mumbai - 400 080.
opposite to
Number of
Equity Shares
taken by each
Subscriber
8999
(Eight
Thousand
N~ne Hundred
Ninety Nine)
1000
(One
Thousand)
1
(One)
our respective
Signature
of
Subscribers
Sdl-
Sdl-
Sd/-
names.
Name,
Address and
Description of
Witness
s
I 3
.u
d Z
hi!i
a
Y
5
u
.xl
PRIVATE LIMITED
INTERPRETATION
1. The regulations contained in Table-A in the schedule 1 to the
,,,,, A to a,,l,
Companies Act, 1956, (Hereinafter referred to as "Table A ) shall
apply to this Company, in so far as those are applicable to a private
company, and save and in so far as they are not expressly or
impliedly excluded or modified by the regulations contained
hereinbelow.
EXCLUSION OF CERTAIN
REGULATIONS OF TABLE-A
2.
(a)
The Regulations 5, 21, 26, 27, 28 and 48(2) of Table A
E ~ ~ I ~ ~ , ~ ~ of c e ~ a i n
shall not apply to this Company.
~egu~at i ons of
Table A and of the
Act
(b)
The Proviso to Regulation 13(1) in Table A shall not apply
to this Company.
DEFINITIONS
3. In the interpretation of these Articles, the following expressions
o,,inttions
wing meaning, unless repugnant to the subject
7
- ..
-
$/M
"t he ~ o r n ~ a ~ i y ' ' or "this Company" me
TALEGAON AMRAVATI TOLLWAY P
(ii)
"the Act"means the Companies Act, 1956, or any statutory
or reenactment thereof, for the time being, in force, and
includes any other applicable law, relating to companies,
for the time being, in force.
(iii)
"these presents" means and includes the Memorandum of
Association and the Articles of Association of the
Company, and the Regulations of the Company, for the
time being, in force.
(iv)
"these Articles" means the Articles of Association of the
Company, as altered, from time to time, in the manner
prescribed under the Act.
(v)
"alter" and "alteration" shall include the making of
additions and deletions.
(vi)
"auditors" means those officers appointed as such, for the
time being, of the Company.
(vii)
"the Board" or "the Board of Directors'' or "the Directors"
means a meeting of the directors duly called and constituted
or, as the case may be, the directors assembled at a Board
or arequisite number of directors entitled topass a circular
resolution in accordance with these Articles.. .
(viii) "capital" means the share capital, for the time being, raised
or authorised to be raised for the purposes of the Company.
(ix) "debenture" includes debenture stock.
(x)
"dividend" includes interim dividend as well as bonus.
(xi)
"the Managing Director" means the managing director or
managing directors, for the time being, of the Company,
~ . .
. ->.
and includes Whole-time Director or Executive Director,
,%here the context admits or requires so.,
onth" &ans calendar month.
ce" means the Registered Office, for
of the Company.
(xiv)
"seal" means the Common Seal, for the time being, of the Company
(xv)
"share" means a share in the share capital of the Company, and includes
Stock, except where a distinction between stock and share is express or
implied.
(xvi)
"shareholders" or "members" means the duly registered holders, for the
time being, of shares or stock of the Company, and includes the
subscribers to the Memorandum of Association of the Company.
(xvii) Words importing "persons" shall, where the context admits or requires,
include trusts, companies, partnerships, firms, associations, corporations,
etc. as well as individuals.
(xviii) Words importing "singular number" shall include, where the context
admits or requires, the plural number, and vice-a-versa.
(xix)
Words importing "masculine genders" shall include, where the context
admits or requires, feminine genders and vice-a-versa.
(xx)
"written" and "in writing" shall include printing, lithography, or a
combination of both, and any other mode or modes of representing or
reproducing words in visible form.
(xxi)
"year" means a calendar year, and "financial year" shall have the same
meaning assigned thereto by Section 2(17) of the Act.
(xxii) Subject as aforesaid, and except where the subject or context otherwise
requires, words or expressions contained in these regulations shall bear the
same meaning as in the Act, for the time being, in force.
(xxiii) Further, the headings given in these Articles shall not affect the
construction hereof.
_-I PRIVATE COMPANY
4. The Company is a Private Company, within the meaning of Section 3(l)(iii) of
to be a
private
the Act, and accordingly :
company
(a)
The number of members of the company (exclusive of persons who are in
the employment of the Company and persons who, having been formerly
in the employment of the Company, were members of the Company while
in that employment of the Company, and have continued to be members of
the Company after the employment ceased) shall not exceed 50 (Fifty), but
where two or more persons hold one or more shares in the Company
jointly, they shall, for the purpose of this paragraph, be treated as a single
member.
@)
Any invitation to the public to subscribe for any shares in, or debentures
of, the Company is hereby expressiy prohibited,
(c)
The right to ~ f e r shares of the Company is restricted in the manner
hereinafter prescribed, and
(d)
any invitation or acceptance of deposits from persons, other than its
members, directors or their relatives, is hereby expressly prohibited.
SHARE CAPITAL
Auihorised 5. (a) The Au t h o W Share Capi d of the Company shall be such amount,
Capital of the
Company and
divided into such number of shares of such denomination andlor classes,
alteration of
as stated in the Clause V of the Memorandum of Association of this
Capital
Company, with an express right to increase, reduce or vary, from time to
time, the capital, as and when considered necessary.
Paid-up Share
@)
' The paid-up share capital of the Company shall be, at any time, an amount
Ca~ital
not less than Rs.1,00,000/- (Rupees One Lakh Only).
(c)
The shares shall be under the control of the Board, who may issue, allot or
otherwise dispose of the same to such persons, whether on the basis of
their applications or othenuise, on such terms and conditions and at such
time, as the Board t h i i fit, and with the fullest power to give to any
persons - - the option to call for any shares, either at par
.
\
or at a premium, and for such consideration, as the Board think fit.
The Board shall have absolute power to divide the shares in the
Capital of the company, for the time being, into several classes and
attach thereto, at their discretion, respectively such preferential,
guaranteed, qualified or special rights, privileges, conditions or
restrictions as to dividends, capital, distribution of assets, voting or
otherwise, and to vary, modify or abrogate such rights, privileges
or restrictions in such manner, as may be permitted by the Act, or
as provided under the Articles of Association of the Company, for
the time being, or as the Board otherwise think fit.
(d)
Subject to the applicable provisions of the Act, the Company shall
Preference Shares
have the power to issue preference shares, which are, at the option
of the Company, to be redeemed, and the resolution authorising
such issue shall prescribe the manner, terms and conditions of
redemption or otherwise.
(e)
Subject to the applicable provisions, if any, of the Act, the
Company may accept the money, paid on application, in respect of
subscription to shares in the Company, by any person, whether a
member or otherwise, on his or their own will and discretion.
However, such money shall be returned, to the extent applicable, if
the Board refuses to allot the shares, whether wholly or in part, as
applied for, to such person. The Interest, on the money so
refunded, on the refusal, may be paid, at such rate, as the Board
think it fit and proper, for the period, during which such money
was held, as share application money, by the Company.
(f)
The Company shall be entitled to purchase its own shares or other
specified securities to the extent, and further, in such manner as
provided in Section 77, 77A and 77AA of the Companies Act,
1956. However, the Company shall not, directly or indirectly,
purchase its own shares or other specified securities in the manner
andlor circumstances cited in Section 778 of the Act.
r (g)
The aggregate equity share holding in the issued, subscribed and
paid-up equity share capital of the company shall be as under, at all
times during the Concession Period
(1) IRB Infrastructure Developers Limited : 51% Minimum
(2) Modern Road Makers Pvt. Ltd .
: 10% Minimum
* Inserted vide Special Resolution dated November 7,2009
TRANSFER AND TRANSMISSION OF SHARES
shall keep a book to be called the 'Register of Transfers'
be fairly and distinctly entered particut
of any shares in, or the debentures;
..
,. . . -
, , -
DIKICTOI
RefUsal to 7.
Subject to the applicable provisions of the Act or other relevant laws, if
-' Transfer
any, for the time being, in force, the Board may decline to register any
transfer of shares and shall not be bound to give any reason for such
refusal. This Article shall also apply in the case of transferee, who is
already a shareholder of the Company. Without prejudice to the generality
of the aforesaid power, the Board may refuse to register any transfer of
share:
(i)
where the Company has a lien on a share; or
(ii)
in the case of share not fully paid up, where it is not proved to their
satisfaction that the proposed iransferee is a responsible person; or
(iii)
where the Directors are of the opinion that the proposed bansferee
(not being already a member) is not a desirable person to admit to
membership; or
(iv)
where the result of such registration would be to make the number
of members exceed the limit as fmed by these presents.
. .
8. Notwithstandig the restrictions herein contained excepting the
circumstances specified in (i) in the preceding article, any share may be
traarferred by a member to another member and to his spouse and to a
child or other issue, he a l scmdants and descendants, mother, brother,
sister, daughter, son, bmther's wife, sister's husband, wife's brother, son's
wife, daughter's husband, nephews or nieces of himself and any share of a
deceased may be transferred by his legal representatives to any of the
above pernns, and the shares of any member may be transferred to the
trustees of any deed of settlement or will be executed by the member in
respect thereof, provided such trustees be any such relative of such member
and shares standing in the name of the trustees of such settlement or will of
any member, may be transferred, upon any such change of trustees to the
trustees, for the time being, of such settlement or will provided such
trustees be any such relative of the member as aforesaid.
Right of
9. Except as hereinabove provided, no shares in the Company shall be
he-emption
transferred unless and until rights of preemption, as hereinafter conferred,
shall have been exhausted, unless the other shareholders have tendered
their express consent, in writing, to any such proposed transfer of shares in
the company. Where such consents, whether express or implied in the
circumstances or context, of all other shareholders have duly been
delivered to the Company or the Board thereof, for the time being, the
procedure or conditions cited in Articles from (10) upto and including
Article (13) hereinunder need not be complied with.
10. Any member, who intends to transfer his shares (hereinafter called
"the Vendor") shall give notice, in writing, to the Board of his
intention to do so. That notice shall constitute the Board of his
>
agent for sale of the said shares at a price to be agreed upon by the
Vendor and the Board or, in the event of disagreement, at a price,
which the Auditors, for the time being, of the Company, shall certify,
in writing, to be fair value thereof. While certifying the fair value
as such, the Auditors shall be acting as experts and not as arbitrators,
and accordingly the provisions of the relevant Indian Arbitration
Act shall not apply.
11. Subject to the provisions of the preceding article, upon the price
being fixed or settled, the Managing Director or Directors, who are
attending the duties of the Company, shall, at first instance, be
entitled to purchase the said shares at such price. In the event of
refusal by them to purchase the said shares or any part thereof as
aforesaid, the Board shall give a notice to all members of the
Company of the number and price of the shares to be sold or
transferred and invite each of them to state, in writing, within 30
days from the date of the said notice whether he is willing to
purchase any, and if so, maximum number of the subject shares.
12. At theexpiration of 30 days, the Board shall allocate the saidshares
to or amongst the member or members, who hashave expressed
his or their willingness to purchase, and, if more than one, so far as
may be possible pro-rata according to the number of shares already
heldby themrespectively. Upon such docationbeing made, vendor
shall be bound, on payment of the said price, to transfer the shares
to the purchaser or purchasers, and, if he makes default in doing
so, the Board may receive and give a good discharge for the purchase
money, on behalf of the vendor, andenter the name of the purchaser
or purchasers in the Register of Members as holder of the said
shares purchased by him or them.
13. In the event of the shares not being sold as aforesaid, the vendor
may sell and transfer, his shares at a price, not being lower than
that fixed up or settled by the Board.10 any person, subject to the
approval by the Directors, in view of and only to the extent of the
restrictions contained in Section 3(l)(iii)(a) of the Act.
. .
14. Subject to the provisions, with respect to nomination of shares and
debentures, as provided hereinbelow, any person, becoming entitled
to a share- in consequence of death or insolvency of a member,
-
-
vidence being produced, as may, from time to
7
by the Directors, has the right,
ember in respect of the share or instead
to make such transfer of the share as the d
or insolvent person could have made, but the Directors shall, in
-
either case, have the same right to decline or suspend registration
as they would have hadin the case of a transfer of the share by the
deceased or insolvent person before the death or insolvency.
15. (1)
Every holder of shares in the Company may, at any time,
nominate, in the prescribed manner, a person to whom his
shares in the Company, shall vest in the event of his death.
(2)
Where the shares in the Company are held by more than
one person jointly, the joint-holders may together nominate,
in the prescribed manner, a person to whom all the rights
in the shares in the Company shall vest in the event of
death of all joint holders.
(3)
Notwithstanding anything contained in these Articles or
any other law, for the time being, in force, or in any
disposition, whether testamentary or otherwise, in respect
of such shares in the Company, where a nominatioir made
in the prescribed manner purports to confer on any person
the right to vest the shares in the Company, the nominee
shall, on the death of the shareholders of the Company or,
as the case may be, on the death of the joint holders, become
entitled to all the rights in the shares of the Company or, as
the case may be, all the joint holders, in relation to such
shares in the Company, yothe exclusion of all other persons,
unless the nomination is varied or cancelled in the
prescribed manner.
(4)
In the case of fully paid up shares in the Company, where
the nominee is a minor, it shall be lawful for the holder of
the shares, to make the nomination to a ~ ~ o i n t in the
. .
prescribed manner any person, being a guardian, to become
entitled to shares in the Company, in the event of his death,
during the minority.
16. (1) Any person who becomes a nominee by virtue of the
provisions of the preceding Article, upon the production
of such evidence as may be required by the Board and
subject as hereinafter provided, elect, either -
(a)
to be registered himself as holder of the share(s);
or
-, ..
(b)
to make such transfer of the share@) as the deceased
shareholder could have made.
(2)
If the person being a nominee, so becoming entitled, elects
to be registered as holder of the share(s), himself, he shall
deliver or send to the Company a notice in writing signed
by him stating the he so elects and such notice shall be
accompanied with the death certificate of the deceased
shareholder.
(3)
All the limitations, restrictions and provisions of the Act
relating to the right to transfer and the registration of
transfers of shares shall be applicable to any such notice or
transfer as aforesaid as if the death of the member'had,not
occurred and the notice or transfer has been signed by that
~ ~ .
shareholder.
. ~. -. .
. .
...
(4)
A person, being a nominee, becoming entitled to a share by
reason of the death of the holder, shall be entitled to the
same dividends and other advantages which he would be
-
entitled if he were the registered holder of the share except
that he shall not, before being registered amember in respect
- -
of his share be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the
Company:
Provided that the Board may, at any time, give notice
requiring any such person to elect either to be registered
himself or to transfer the share(s) and if the notice is not
complied with withinninety days, the Board may thereafter
withholdpayment of all dividends, bonuses or other moneys
payable in respect of the share(s) or until the requirements
of the notice have been complied with.
The provisions relating to nomination/nominee, contained in the
preceding Articles, in respect of the Company's shareslshareholders,
shall apply mutandis to the Company's debenturesldebenture
holders.
Nothing contained in these Articles shall release the estate of a
deceased joint holder from any liability in respect of any share
which had been jointly held by him with other persons.
(a)
An application for the registration of the transfer of shares
may be made either by the transferor or the transferee,
provided that where such application is made by the
transferor, no registration shall, in the case of partly paid
s, be effected, unless the Company gives notice of
lication to the transferee, and
clause (f) hereof, the company
objection is raised by the transferee within 4 (Four) weeks
from the date of the notice, enter in its Register of members
the name of the transferee, in the same manner and subject
to the same conditions as if the application for registration
was made by the transferee.
@) For the purpose of sub-clause (a), the notice to the transferee
shall be deemed to have been duly given, i f sent by pre-
paid post, to the transferee at the address given in the
insbument of transfer and shall be deemed to have been
delivered in the ordinarycourse of post.
(c)
It shall notbelawful forthe Company to register a transfer
of any shares, unless proper instrument of transfer, duly
stamped and executed by the transferor(s) and the
transferee(s), has been delivered to the Company, along
with the share certificate(s), or otherwise there has been
provided, to the satisfaction of the Directors of the
Company, a proof of loss of the same, in which case, the
Directors may register the transfer on such terms as to
indemnify andlor otherwise, as they may think fit and
proper.
(d)
If the Company refuses t0registe.r the transfer of any shares,
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 the transferor the notice
of refusal.
(e)
Nothing in clause (c) hereinabove shall prejudice any power
of the Company to register, as a shareholder, any person to
whom the right to any shares has been transmitted by the
operation of the Act or any other law, for the time being, in
force.
(f)
Nothing in this Article shall prejudice any power of the
Board of Directors of the Company to refuse to register
the transfer of any shares. The instrument of transfer shall,
after registration, be retained by the Company and shall
remain in the custody. All instruments of transfer, which
the Directors may decline to register, shall, on demand, be
returned to the persons depositing the same
9 .
erson shall exercise any rights
he shall have paid all sums, whether
ise, for the time being, due in
. .
due in any other manner whatsoever,
20. The transfer books and register of members and register of shsre provisions
debenture holders may be closed during such time or times not
~~~~~~
exceeding, in whole, a period of 45 (Forty Five) days, in each
-2" year, as the Directors may think fit, and in such manner that such a
period does not exceed 30 (Thirty) days at a time.
21. Whenever any member of the Company, who is employed by the
Company, in any capacity other than a Director, resigns or shallbe
dismissed or otherwise ceases to be in the employment of the
Company, he shall, on such resignation, dismissal or cessation.bt?
deemed to have given notice to the Board of his intention to sell
the shares, at such price as may be decided by the Auditors, for the
time being, of the Company, and thereupon the foregoing provisions
shall, mutatis mutandis, apply to the transfer of shares by such
member, provided that, in any such case, the Board shall be free to
commence the procedure, so laid hereinabove, at any time, after
the date ofresignation, dismissal or cessation of the employee fmm
the employment of the Company. In such case, the instrument of
transfer may be executed by any director of the Company, as
authorised by the Board in that behalf, for and on behalf of such
member and the said instrument shall be, in that case, be deemed,
for all purposes, signed, executed and delivered by the member
himself.
.-
22. The Company shall incur no liability or responsibility whatsoever,
in consequence of its registering or giving effect to any transfer of
shares made or purporting to be made by any apparent legal owner
hereof, as shown or appearing in the Register of Members, to the
prejudice of persons having or claiming any equitable right, title
or interest or, be under any liability whatsoever for refusing or
neglecting to do so, though it may have been entered or referred to
in some books of the Company but the Company shall, nevertheless,
be at liability to regard and attend to any suchnotice and give effect
thereto if the Board shall so think fit.
23. The provisions withrespect to the shares under these Articles, shall,
mutatis mutandis, apply to the transfer or transmission, whether
by operation of law or otherwise, of the debentures of the Company.
LIEN
24. The Company shall have a first and paramount lienupon all shares,
not being fully paid up, resstered in the name of any member,
either alone or jointly with any other person or persons and, upon
,
. the proceeds of sale thereof, for the debts, liabilit
;
'
engagementi, whether solely or jointly with any other pe
, , O~/Y t k F a n y , whither the period for the pa
~ .. ,. .. .~
. ,
. . .
fulfillment or discharge thereof, shall have actually arrived or not,
and such lien shall extend to all dividends, from time to time,
declared on shares.
25. The Company may sell, in such manner as the Directors think fit,
any shares on which the Company has a lien, but no sale be made,
unless such amount, in respect of which the lien exists, is presently
payable, andnot until the expiration of 14 (Fourteen) days, after a
notice, in writing, stating and demanding payment of such pad of
the amount, in respect of the lien, as is presently payable, has been
given to the registered holder(s), for the time being, of the shares
or the person or persons entitled whether or otherwise by reason
of the death or insolvency of the former.
26. Until otherwise determined by the Company in General Meeting,
thenumber of the directors [excluding the alternate director(s), as
provided for in the Clause (d) of the succeding article, and such
other directors, if any, appointed by the Government or any other
statutory authority or authorities] shall not be less than two and
more than twelve.
4 f
.
First Directors 27. (a) The First Directors of the Company shall be :
1. MR DHANANJAY KRISHNklI JOSH1
2. MR. MUKESHLAL GUPTA
and the above directors shall not be liable to retire by
rotation and shall be regarded as permanent directors,
subject to the applicable provisions under the Act. The
Directors, as otherwise appointed by the Company, in
general meeting, shall also not be liable to retire by rotation,
unless the terms of appointment state so.
Additional
(b)
The Board of Directors of the Company may, from time to
Directors
time, appoint such number of Directors, as rnay~be
expedient, as additional directors, on part time or full time
basis, on such terms and conditions, as the Board may
.-.
..
determine, and such idditional directors shall hold office
9
r' ~ .
, ..
up to the conclusion of the next Annual General Meeting
.
' of the shareholders of the Company.
. .
(c)
Subject to the provisions of the Act, the Duectm shall Director in Casual
have power, at any the, to appoint any person as a di i t or
Vacancy
to fill a casual vacancy, provided such appointment be done
in the meeting of the Board in which the fact of arisal of a
vacancy is first noted by the Board, failing of which there
shall be deemed cancellation of the said vacancy on the
Board, and the strength of the Board shall so be reckoned
with. Any director, appointed to fill a casual vacancy, shall
hold office only upto to the date, which the director, in
whose place he is appointed, would have heldoffice had it
not been vacated.
(d)
The Board of Directors may appoint an alternate director Alternate Directors
to act for the director (hereinafter called "the Original
Director"), asrecommendedby the Original Ditor, during
the absence of the latter for a period of not less than three
months from the State in which the Office of the Company
is, for the time being, situated. Alternate director, as
appointed under this Atticle, shall vacate office, if an when
the Original Director returns to the State aforesaid.
However, no further resolution of the Board shall be
necessary to once again appoint the same person as an
alternate director to act for the Original Director, if the latter
again leaves after a very short stay in the state as referred to
hereinabove, and in that case, the same person shall be
deemed to have been appointed as an Alternate Director as
such, provided that the requirements with regard to the filing
of the Notice of appointment or re-appointment as such,
under the Companies Act, 1956, have been complied with.
(e)
The Board of Directors may, from time to time, appoint Managing Director
one or more of their body or any other person or persons as
Managing Director or Joint Managing Director or Whole-
time Director of the Company, by whatever name or
designation as such, either for a fixed term or otherwise for
such period as the Board think fit, and on such terms and
conditions as they deem fit, and delegate such powers to
him or them, as may be thought proper and necessary by
the Board, and may, from time to time, remove any or all
of them from the office and appoint another or others in his
or their places.
(f) . 'The Board may appoint a Manager or Secretary on such ~anager or
terms, at such remuneration and upon such conditions, as
Secretav
they think fit, and any manager or secretary so
moved by the Board.
Qualification 28.
Shares
Remuneration
of Directors
29.
Sining Fee
Adirectorneednot hold any shares, in the capital of thecompany,
to qualify hi to be a director of the Company.
(a)
Unless the terms of appointment state to the contrary and
as agreedby the Managing D i t o r or Whole-time Di t o r ,
he shall be paid remuneration either by way of a monthly
or periodical payment or at a specified percentage of the
netprofitsof the Company or partly by one way and partly
by the other, or by way of perquisites or benefits, of
whatsoever nature, kind or description, subject to the
provisions of the Act.
(b)
Subject to the provisions of the Act, a Director, who is
neither in the whole-time employment nor a Managing
Director, may be, at the decision of the Company in general
meeting, paid remuneration :
(i)
by way of annual payment, andlor
(ii)
by way of commission, if the Company, by a
resolution, authorises such Payment, andlor
(iii)
by way of perquisites or benefits, of whatsoever
nature.
(c)
The fee payable to a director, excluding a managing or
whole-time or working director, for attending ameeting of
the Board or committee thereof shall be such sum as thk
Board of Directors of the Company, or, in the case of
disagreement among themselves, the Company in general
meeting, may, from time to time, expressly determine, by
way of a resolution duly passed at the meeting, whether of
the Board or the general meeting of the equity shareholders
of the Company, subject to the provisions, if any, applicable
under the Act.
If any director be called upon to perform extra services or special
exertions or efforts, which expression shall include work done by
a director as member of any committee formed by the Directors,
the Board may remunerate such director, for such special exertions
or efforts, either by way of a fixed sum or otherwise, as may be
determined by the Board, and such remuneration may be either in
addition to or ingsubstitution for his remuneration hereinabove
provided, and such remuneration paid to him shall be deemed to
be remuneration of a director as such.
3 1. Save as otherwise expressly providedin the Act, aresolution, passed circular Resolution
without holding any meeting of Directors, or of a committee of
directors as formed under these Articles, and signed by all the
directors or members of such committee as aforesaid, for the time
being, in India, be as valid and effectual as a resolution passed at a
meeting of the Board, as duly called and held in accordance with
the provisions of these Articles.
Provided further that, in the case of any urgent matter(s), and further
in the interests of the Company, the resolution, as circulated in
draft, together with the necessary papers, if any, to all directors and
members of the committee, the case may be, (not being less in
number than the quorum fixed for a meeting of the Board or the
committee, as the case may be) then in India, and to all other
directors or members, at their usual addresses in India, and as
approvedby such directors, as are then in India, or by amajority of
such of them as are entitled to vote on the resolution, be as valid
and effectual as a resolution passed at a meeting of the Board, as
duly called and held in accordance with the provisions of these
Articles, and that such decision taken by the majority of such
directors or members of the Committee of Directors be read, noted
and confirmed at the immediately next meeting of the Board.
In the case of equality of votes on the resolution so deemed to be
circulated, the Chairman of the immediately preceding meeting of
the Board shall have a second or casting vote.
32. The Board of Directors may, at any time, and from time to time, by
power of attorney, appoint any person or persons, to be the Attorney
or Attorneys of the Company, for such purposes and with such
powers, authorities and discretions (not exceeding those vested in
or mandatorily exercisable by the Directors under these presents)
and for such period and subject to such conditions as the Directors
-
may, from time to time, think fit and any such appointment, if the
Directors think fit, be made, only in the interests of the Company,
in favour of any other Company or the members, directors,
nominees or managers of any such company or fm or otherwise,
in favour of any fluctuating body or persons whether nominated
directly or indirectly by theDirectors and any such power of attorney
may contain any such powers for the protection or convenience of
persons dealing with such Attorneys, as the Directors may think
fit, and may contain powers enabling any such delegates or
Attorneys, as aforesaid, to sub-delegate all or any
ayhorities and discretions, for the time being,
The Board shall approve and
$p safe custody of seal of thecompany.
, . ' !
I
, .
.~ 1 '
' -. .-::.-A
m- 27
Affixing of the
Seal
---
(b)
The seal of the Company shall not &ed to any instrument,
except by the authority or resolution of the Board or of a
committee of the Board authorised by it in that behalf, and,
except in the presence of at least one director or Secretary
or other official of the Company, as the Board may appoint
for the purpose, and the Director or the Secretary or such
other officer of the Company shall sign every instrument
to or upon which the seal of the Company is so affixed in
his presence.
Provided that in the case of issue of certificates, with respect
to the shares or debentures, in or of the Company, the seal
c
shall be affixed in such manner, as may, from time to time,
be provided under the Act or by the Rules made, for the
time being, by the Central Government in that behalf.
POWERS AND DUTIES OF DIRECTORS
34. (a) The management and control of the business of the
Company shall be or deemed to be vested in the Directors,
who may exercise all such powers, and do all such acts,
deeds and things, as may be exercised or done by the
Company, and are not expressly directed or required by
the Act, to be exercised or done by the Company in general
meeting, but subject, nevertheless, to the provisions of the
Act and to any regulations, from time to time, made by the
Company in general meeting provided that no regulations
so made by the Company shall invalidate any prior act of
the Directors, which would have been valid, had such
regulations not been made.
Interested Dtrector
may vote
(b)
Notwithstanding anything to the contrary contained in these
presents, any director shall be entitled to take part in the
discussion of and vote on, any contract or arrangement
entered or to be entered into, on behalf of the Company,
inspite of his beingany way, whether directly or indirectly,
concerned or interested in any such contract or arrangement,
and his presence shallbe counted for the purpose of forming
a quotum at the time of any such discussion or vote, as the
case may be, and if he does vote, his vote shall be valid
and effective for all purposes and in all respects.
ect to the provisions of Section 3(l)(iii)(d) and other
plicable provisions of the Act,
time, raise or borrow, by way
m of money for and on
hareholders, directors and
persons, banks, financial
The Board may, from time to time, secure the payment of
such borrowings or loans borrowed, availed or taken by
the Company or otherwise from any other company, firm
or person, upon such terms and conditions as they think fit,
in the interests of the Company, and, in pruticular, by the
issue of debentures or bonds of the Company or by mortgage
or charge of or over any or all the properties or undertakings
of the Company andlor of uncalled capital or goodwill of
the Company.
35. (a) So long as any money be owing by the Company to any Nominee Director
finance corporation or to any finance or investment
company or body (hereinafter collectively referred to as
"the Corporation"), the Board n a y authorise the
Corporation to appoint, from time to time, any person or
persons, as director or directors of the Company (hereinafter
referred to as "Nominee Directof') and such Nominee
,
Director shall not be liable to retire by rotation and need
not hold or possess any shares to quallfy him for the office
of a director.
@)
The Corporation may, at any time and from time to time,
remove any such NomineeDirector so appointed by it, and
may, at the time of such removal and also in the case of his
death or resignation, appoint any other person as a Nominee
Director in his place. Such removal or appointment shall
be made, in writing, signed by the Chairman of the
Corporation or any person authorised by the Board of
Directors of the Corporation, and shall be delivered to the
Company, at the registered office of the compdny.
(c)
If i t is providedby any Trust Deed, securities or otherwise, Debenh~re
in connection with any issue of debentures or bonds of the .
Company, that any person or persons shall have a power to
nominate a director of the Company in the case of any and
every such issue of debentures or otherwise, the said person
or persons may exercise such powers, from time to time,
and appoint a director (hereinafter referred to as "Debenture
Director'') accordingly, any director so appointed may be
removedfrom the office at any time by the person or persons
on whom, for the time being, is vested the power under
which he was appointed and another director may be
7 appointed in his place. A Debenture Director shall not be
i
liable to retire by rotation and also shall not be bo
. i - - .. SFld . any . , qualification shares.
, ,
9 ;,\,~' . . ,
, ..: . . .-..-.
. ~ ~~
,:
. ~ ..
. .~.
MEETINGS
' -.. LsnOth of NobCe 36. (a) At least 7 (Seven) days' notice of every General Meeting,
of Meeting
whether Annual or Extraordinary and by whatsoever name
I
called, exclusive of the both days (i.e. the day on which the
notice is served and that of the meeting), specifying the
date, place and hour of the meeting and the general nature,
in brief or otherwise, of the business to be transacted thereat,
shall be given to such persons, as shall be, under the Act,
entitled to receive the notice from the Company as well as
the directors (if not already shareholders of the Company)
of the Company. Provided, however, a meeting may be
called at shorter notice, if the members holding not less
than 5 1 % one percent) of the paid-up capital or voting
power, as the case may be, of the Company, so agree, in
writing, in whatever form and manner.
I
I
I ~ection173 .. @) he ofsections 171 and 173 of the Act shall not
I
not to apply
apply with respect to gene& meetings of the Company.
Declaration of
Di~'&lld
37. (a)
Interim Dividend ( 4
The Company may, in general meeting, declare dividend
but no dividend shall exceed the amount, if any, as may be
recommended by the Board.
Subject to the provisions of the Act, the profits of the
Company, subject to any special rights or privileges thereto
created or authorised to be created by these Micles or under
the Act, in pursuance of the terms of issue of those shares,
and generally subject to the provisions of these Articles,
shall be divisible among the members in proportion to the
amount called upon the shares held by them.
The Board may, from time to time, pay to the members
such interim dividend as they think fit and justifiable.
However, they shall be responsible to comply with the
requirements under the Act.
The Company shall pay dividend in proportion to the
amount paid-up or credited as paid-up on each share.
1.
The Board may, if it thinks fit, re ewe from any members,
willing to advance the
of his respective shares beyond
up, and upon the moneys so
much thereof as, from
thereafter, exceeds the amount or calls then made and due
in respect of the shares on account of which such advances
are made, the Company may pay or allow interest at such
rate as may be approved by the Board, provided that at any
time after the payment of such money so paid in advance, it
shall be lawful for the Board to repay, from time to time,
such member so much of such money as shall then exceed
the amount of the calls made upon such shares, unless there
be an express agreement to the contrary, and after such
repayment such member shall be liable to pay and such
shares shall be charged with the payment of all further calls
as if no such advance had been made. The member so
making advance payment shall not, however, be entitled to
dividend or to participate in profits of the Company or to
any voting rights, in respect of the monies so paid by hi,
until the same would, but for such payment, become
presently payable.
CAPITALISATION
38. Subject to the provisions of the Act -
(1)
any general meeting may, upon the recommendation of the
Directors, resolve that any moneys, balances, investments
or other assets, forming part of the undistributed profits of
the Company (including profits or surplus moneys arising
from realisation of any capital assets of the Company) or
standing to the credit of the Reserve Fund or any other fund
of the Company, Profit & Loss Account or Capital
Redemption Reserve or in the hands of the Company
available for dividend, or representing the premiums
received on the issue of shares and standing to the credit of
the share premium account be capitalised and distributed
amongst such of the shareholders as would be entitled to
receive the same, in accordance with the respective rights
and interests and in proportion to the amount paid or credited
as paid-up, on the footing that they become entitled thereto
as capital and that all or any part of such capitalised funds
be applied subject to the provisions contained in Clause (b)
hereof, on behalf of such shareholders, in full or in part
towards -
(i)
to pay, either at par or at such premium, as it mzy
he decided, any unissued shares, debentures, 7
ebenture stock, bonds or other
Company, which shall be issued, allotted, dis
nd credited as fully paid-up to
members, in such proportion, or
(i)
by crediting shares of the Company which may have
been issued and are not fully paid up in proportion
to the amount paid or credited as paid thereon,
respectively, with the whole or any part of the sums
remaining unpaid thereon, and the Directors shall
give effect to such resolution and apply such
proportion of the profits or Reserve Fund or any
other Fund as may be required for the purpose of
making payment in full or part for the shares,
debentures, debenture stock, bonds or other
obligations of the Company so distributed or, as
the case may be, for the purpose of paying in whole
or in the shares which may have been issued and
are not fully paid up, or
(iii)
paying up partly in the manner specified in the
Clause (i) hereinabove and partly in the manner
stated in the Clause (ii) hereinabove
providedthatno such distribution or payment shall
be made unless recommended by the Directors and,
if so recommended, such distribution and payment
shall be. accepted by such shareholders in full
satisfaction of their interest in the said capitalised
sum.
(2)
for the purpose of giving effect to any such resolution, the
Directors may settle any difficulty, which may arise in
regard to the distribution or payment as aforesaid, as they
think expedient, and in particular, they may issue fractional
certificates and generally may make such arrangement for
the acceptance, allotment and sale of such shares,
debentures, debenture-stocks, bonds, or other obligations
and fractional certificates or otherwise, as they may think
fit, and may make cash payments to any holders of shares
on the footing of the value so fixed in order to adjust rights
and may further vest any shares, debentures, debenture-
stocks, bonds or other obligations in trustees, upon such
trust for adjusting such rights, as may seem expedient to
-
the Directors: In the cases, where some of the shares of the
Company are partly paid, only such capitalisation may be
effected by the distribution of further shires, in respect of
the fully paid shares, by crediting the partly paid shares
with the whole or part of the unpaid
so that as between the holders of fully
paid shares the sum so applied in
further shares and in the extinguishment or diminution of
the liability on the partly paid shares shall be so applied
pro-rata in proportion to the amounts then already paid or
credited as paid on the existing fully paid and partly paid
shares respectively. When deemed requisite, a proper
contract shall be executed, in accordance with the Act, and
where the Board may appoint any persons so as to sign
such contract, for and on behalf of the holders of the shares
of the Company, such appointment shall be effective.
GENERAL AUTHORITY
39. Where, in the Act, it has been provided that the Company shall
have any right, privilege or authority or that the Company could
carry out any transaction only if the Company is so authorised by
the provisions of its Articles of Association, then, and in that case,
these regulations hereby authorise and empower the Company or
the Board of Di t o r s , to have such right, privilege or authority
and to carry out or perform such transactions and acts, as should
have otherwise been permitted by the Act, without there being any
specific regulation of such rights, privileges, authorities, acts and
transactions.
INDEMNITY
40. (a)
Subject to the provisions of the Act, every director, manager
and any other officer or any other person, whether or not
being an officer of the Company, employed by the Companj,
or the Auditors of the Company or any other servant of the
Company (hereinafter all collectively referred to as "the
said personnn) shall be indemnified by the Company, and it
shall be the duty of the Board to pay out of the funds of the
Company all costs, charges, expenses, interest, damages
and losses which the said person may incur or become liable
to by the reason of any contract entered into or any act or
'thing done by him as such the said person, or, in any way,
in the discharge of his duties; including expenses, and, in
particular, but without prejudice to the generality of the
foregoing provisions, against all liabilities incurred by the
saidperson such as director, manager, officer or servant, in
.-----defending any proceedings, in which judgment is given in
r or in which he is acquitted or in connection with
ationander section 633 of the Act in
s grantedby the Court.
.
@)
Subject to the provisions of the Act, no Director, Manager
1-
or other officer of the Company shall be liable for the acts.
receipts, neglects of any other Di t o r , Manager or officer,
or for joining in any receipt or other act for conformity or
for any loss or expense happening to the Company through
the insufficiency or deficiency of the title to any property
acquired by order of the Board or for and on behalf of the
Company, or for insufficiency or deficiency of any security
in or upon which any of the moneys of the Company shall
be invested or for any loss or damage arising from the
- -
bankmptcy or insolvency or tortuous act of any person with
whom any moneys, securities or effects shall be deposited
or for any loss occasioned by error of judgment, omission,
default or oversight, on his part, or for any other loss,
damage or misfomne whatever, which shall happen in the
performance of the duties of his office or in relation thereto,
unless and otherwise the same happens through his own
dishonesty, gross negligence or out of his malafide or like
intentions.
WINDING UP
41. If the Company shall be wound up, and the assets available for
distribution among the members as such shall be insufficient to
repay the whole of the paid-up capital, such assets shall be
distributed so that. as nearly as may be, the losses shall be borne
by the members in proportion to thecapital paid-up or which ought
to have been paid-up at the commencement of the winding up, on
the shares heid by them respectively, and if in a winding-up, the
assets available for the disttibution among the members shall be
more than sufficient to repay the whole of the paid-up capital of
the Company at the commencement of the winding up, the excess
shall be distributed amongst the members in proportion to the
capital paid-up or ought to have been paid-up at the commencement
of the winding up, on the shares held by them respectively.
However, this article is without prejudice to the rights of the holders
of shares issued or allotted upon special terms and conditions.
SECRECY
(a)
No member or any other person, not being a director, shall
7 .
of the Company, without the prior
or to require discovery of or
any details of the
processes or any
a trade secret,
or any other matter, which may relate to the conduct of the
business of the Company, and which, in the opinion of the
Board, it would be inexpedient, in the interests of the
company, to disclose.
(b)
Every Director, Manager, Officer, Auditor, Treasurer,
Trustee, Member of any committee, Agent, Servant,
Accountant or any other person employed, hired, associated
or retained in the business of the Company shall pledge
himself to observe strict secrecy, respecting all transactions
or business of the Company with the customers or any other
person and the state of accounts with individuals or persons.
and in matters relating thereto, and shall pledge himself
not to reveal any of the matters or technical information,
which may come to his knowledge in the discharge of his
duties, except when required so to do by the Board or by
any meeting of the members, or by a Court of Law, or.by
any person to whom the matters relate and, except so far as
may be necessary, in order to comply with any of the
provisions of the Act, the law or statutes generally, and
further of or under these presents.
subscribed hereunder are desirous of being formed into a Company in pursuance to
d,
these Articles of Association.
1. IRB INFRASTRUCTURE DEVELOPERS UMmD
3rd floor, IRB Complex, Chandivli Farm.
Chandivli Village. Andheri (East).
Mumbai - 400 072.
JOSHI, Chief Operating Officer of the Company.
S/o. MR. KRlSHNAll JOSHl
2.
MODEflN ROAD MAKERS PRIVATE LIMITED
3rd poor, IRB Complex, Chandivali F m ,
Chandivali Village, Andheri (East).
Mumbai 400 072.
by or under the hand of MR. MUKESHW
GUPTA, Director of the Company.
Slo. MR. PURSHOTTAMLAL GUFTA
3. DHANANJAY KRISHNM JOSH!
Slo. KRlSHNAJl JOSHl
A-301, 3rd Floor.
Runwal Pride, Behind R Mall.
LBS Marg, Mulund (West).
Mumbai - 400 080.
Signature, Name,
Address, Description
and Occupation
of witness
Signature, Names, Addersses.
Descriptions and Occupations of
Subscribers
Mumbai, 6th Day of October. 2009.
Signature
of
Subscriber
i
e
IRB - MRM CONSORTIUM
INFUSIPUCIURE DEVELOPERSLID
-4
5" November, 2009
G-5&6, Sector 10,
Dwarka,
New Delhi - 110075.
Kind Attn : Shri. S. K. Nirmal, Chief General Manager (Tech) 1 Sh. Nitin Jain, DGM (Tech)
Sub : Design, Engineering, Finance. Procurement, Construction, Operation and
Maintenance of 4 - Laning of Talegaon - Arnravati section of NH - 6 from 100.00
to 166.725 i n the State of Maharastra under NHDP Phase - Ill A on Design. Build,
Finance, Operate and Transfer (the "DBFOT") basis. - Signing of Concession
Agreement.
Ref : I ) Our Letter No. IRB/BDKA/091556, dated 04111109.
2) Our Letter No. ITAT/lAlO9/557, dated 0511 1109.
Dear Si,
We have already sent all the required documents for signing of the Concession Agreement. We
are also enclosing the Board resolutions of IRB Infrastructure Developers Limited and Modern
Road Makers Private Limited and the MOU signed between them for the Project.
We propose to sign the Concession Agreement for the above referred Project on Monday,
1 6 ~ November, 2009. You are requested to confirm the same
\
V K Menon
Authorized Signatory
End: As above
IRB COMPLEX, CHANDNALI FARM, CHANDIVALI VILLAGE, ANDHERI (EAST) MUMBAl - 400 072
Tel No :9122 6640 4220 Fax No : 91 22 6675 1024 Email : info@irb.co.in
m-L
.
IRE complex, Chondiili Form, Chondivli Village, Andheri (E), Mumboi-400 072
Tel: 91 -22-6640 4220. Fax: 91 -22-6675 1024 . e-moil: info@irb.co.ln . www.irb.co.in
-'
4
Certified True Copy of t he Resolution passed at t he meeting of t he Management
Administration & Share Transfer Committee of IRB Infrastructure Developers Limited
held on October 29,2009 at t he Registered Office of t he Company.
INVESTMENT IN IRB TALEGAON AMRAVATI TOLLWAY PRlVATE LIMITED
Mr. Virendra Mhaiskar, Chairman informed the Committee that the Company has promoted a
Special Purpose Vehicle viz. IRB Talegaon Amravati Tollway Pvt. Ltd. (the "SPV") to domicile
the project of 4 laning of Talegaon- Amravati section of NH-6 from km 100.00 to km 166.725 in
the State of Maharashtra under NHDP Phase - IIIA on Design, Build, Finance, Operate and
Transfer (the 'DBFOT') Basis . The Registrar of Companies, Mumbai has already issued the
Certificate of Incorporation conf~rming the Incorporation of this SPV. The Committee discussed
the matter at length and the Chairman then proposed following resolution which was passed
unanimously:
"RESOLVED THAT the Company do invest at a time or from time to time in the capital of IRB
TALEGAON AMRAVATI TOLLWAY PRIVATE LIMITED to maintain at all times its equity
4-
participation as per the terms of the Concession Agreement to be executed with the National
Highway Authority of India (NHAI).
. . RESOL\LED.EYRTHER~THBT. Mr. Uirendra. Mhaiskar,.Managing-Directof-afthECompany is ..
authorized to do all s ~ c ~ a c t s , deeds, things and matters as may be necessary or incidental, to give
effect to this resolution."
For IRB Infrastructure Developers Ltd.
*-
Virendra D. Mhaiskar
Chairman & Managing Director
MODERN ROAD MAKERS PVF. LTD. m*
( A subsi di ary of
IR$ INFRASTRUCTURE DEVELOPERS LTD)
IREComplex, Chandlvll Farm. Chandivll Village. Andherl (El. Mumbaf-400 072
Tel: 91-22-6640 4220. Fax: 91-22-6675 1024 . e-mall: Info@lrb.co.ln wmv.lrb.co.in,
CERTIFEID COPY OF RESOLUTION PASSED BY THE DIRECTORS OF MODERN
ROAD MAKERS PRIVATE LIMITED AT THEIR MEETING HELD ON ~9~
OCTOBER, 2009 AT ITS REGISTERED OFFICE.
INVESTMENT IN IRB TALEGAON AMRAVATI TOLLWAY PRIVATE LIMITED
Mr. V i d r a Mhaiskar, Chairman informed the Board that the Company has promoted a Special
Purpose Vehicle viz. IRB Talegaon Amravati Tollway Pvt. Ltd. (the "SPV") to domicile the
project of 4 laning of Talegaon- Amravati section of NH-6 from km 100.00 to km 166.725 in the
State of Maharashtra under NHDP Phase - KIA on Design, Build, Finance, Operate and Transfer
(the 'DBFOT') Basis . The Registrar of Companies, Mumbai has already issued the Certificate of
Incorporation confirming the Incorporation of this SPV. The Board discussed the matter at length
and the Chairman then proposed following resolution which was passed unanimously:
"RESOLVED THAT the Company do invest at a time or from time to time in the capital of IRE3
TALEGAON AMRAVATI TOLLWAY PRIVATE LIMITED to maintain at all times its equity
participation as per the terms of the Concession Agreement to be executed with the National
- _
Highway Authority of India (NHAI).
.+-..
RESOLVED FURTHER THAT Ivir. Virendra Mhaiskar, Managing Director of the Company is
.
- ->.
. . . aK%onzedto.do.a!l.such.acts, deeds, things and~gatters_as myhe nece ssSsaryary..o r incidenta1,to give . - -
effect to this resolution."
For Modern Road Makers Pvt. Ltd.
, ~</rnGL
Virendra D. Mhaiskar
Managing Director
REGISTER hrm
IiGGKgJ
d o n the
I
AMONGST
IRB Infrastructure Developers Limited. a company incorporated under Companies Act, 1956,
having Registered Office at IRE Complex, Chandivali Farm. Chandivali Village Andheri (East),
Mumbai- 400072 (herein after referred to as 'IRB")
AND
Modern Road Makers Private Limited, a company incorporated under Companies Act, 1956.
having Registered Office at IRB Complex, Chandivali Farm. Chandivali Village Andheri (East).
Mumbai - 400072 (herein after referred to as 'MRW)
I
All of which are herein after referred to as 'Parties' in the collective sense and each of which is
referred to as 'Party" in the individual sense.
1 WHEREAS,
.-
I)
This MOU entered into between the 'parties' of the consortium is specific to the project of
'4- bni ng of Talegaon-Amravati Section of NH-6 from Km 100.00 t o Km 166.75 of
National Highways Authority of lndia.
2)
The parties intend to jointly submit a 'Request for Qualification' by forming a Consortium
and i f Consortium qualifies then intend to form a Special Purpose Vehicle (SPV) company
incorporated under Indian Companies Act 1956 to be registered in lndia for implementing
the project.
3)
The Parties intend to form a Special Purpose-Vehicle (SPV) Company as referred above,
with sharehdding wmmitments(s) as given criteria for evaluation, which would enter into
the Concession Agreement and subsequently cany out all the responsibilities as
Concessionaire in terms of the Concession Agreement, in case the Project is awarded to
the' Consortium.
4)
The Parties wish to define their respective rights arid obligati
Consortium, preparation, submission and negotiation of the
tb&2oncession
' ;-.
/,f.;.,~ $
1 /'
R IS ~ . I G R E E D +ONGST THE PARTIES AS FOLLOW
L, . ' ':,
be known as "IRB-MRM CONSORTIUM" or such
L-
1 '
Page 1 of 4
r4
( Sr. No. ( Name of Party I Role
I I
1 ( IRB Infrastructure Developers Limited I Lead Member
-*
Responsibiliies of Consortium Members will be as under
IRB - Lead Member
As a Lead Member IRB wtll make minimum 51 % equity contribution in the
IRB will provide necessary information , responding to the enquires and will enter
in to the contractual commitments on behalf of the Consortium in respect of the
As a Lead Member, iRB will tie up necessary financing arrangement required for
the project
b) MRM -Technical Member
As a Consortium Member MRM will make minimum 10% equity contribution in the
I I
MRM will look after the entire construction part of the project and operation 8
ad
maintenance obligation during balance concession period of the project.
2
-, .
4)
The Parties of the Consortium shall have a~gregate equity share holding in the issued
- *
and paid up equity share capital of the Consortium I Pmject SVP, as under, at aH times
during the Concession Period.
(1)
51 % Minimum
(2) MRM 10 % Minimum
Modem Road Makers Private Limited
(herein after called the 'Proportions"), in all prof& arising out of the Consortium and shall
be liaMe in the same proportion for all losses, expenses, liabilities, costs. claims, or
proceedings whatsoever arising out of or resulting there from). Provided that nothing
contained in this clause shall be construed as limiting the joint and several obligations of
the Consortium to the Government of Maharashtra. Public Works Department under the
Contract.
Technical Member
...
. . . .All the .pa t i i o f the Consortium shall be liable jointly and severally for the execution of
the Pyiect in accordance with the terms and conditions of Concession Agreement.
e Consortium will ensure the deployment of adequate resources in terms
manpower required to execute the work and further pledged
the Consortium are committed to give its full support to each other in
expertise and their resources in terms of manoower. machinew
!
and%* fo ensure and l o achieve the common goal of
!
theCo SSioS-
>
i . * '
. .
. ,
. . m-s-
7)
The initial and subsequent Security Deposit, Bank Guarantee, Performance Guarantee,
as the case may be shall be arranged by IRB on behalf of the Consortium. However, the
.- -
cost will be to the Consortium Account.
-.A
8) The Parties shall co-operate throughout the entire period of this MOU
on the basis of exclusivity and neither of the Parties shall make arrangement or enter into
agreement with any other party or group of parties on matters relating to the Project
except with the prior written consent of the either party.
Notwithstanding any thing to the contrary, each Party hereby agrees to effectively
indemnify and keep indemnified and save harmless the other Party against all liabilities.
damages, claims, legal actions etc. in respect of its roles and responsibilities and I or
scope of works in the Concession. This indemnity shall be a continuing indemnity and
shall survive the termination of this Consortium Agreement.
All information acquired from any par& from the other shall be treated as confidential by
the recipient and shall not be used other than for the purpose contemplated by this MOU
without the consent in writing of the party providing the information
11)
In entering this MOU, the Parties hereto recognize that it is impractical to make provision
for every contingency thereof. Accordingly. the Parties hereto hereby declare it to be their
intention that this MOU shall operate between them with fairness and without detriment to
the interest of either of them and if in the cause of performance of this MOU, unfairness to
I
any party is disclosed or anticipated then the Parties hereto shall use their best and
I
zealous endeavors to agree upon such adion as may be necessary and equitable to
i '
remove the cause or causes of the same and the Parties shall at all times during the
continuance of this MOU conduct themsehres in a manner consistent with the spirit of this
I
MOU.
12)
All notices under this MOU shall be in writing and deemed to have been duly given if sent
by fax, or delivered, or mailed by prepaid registered post to the respective Parties at the
address provided herein (or such other address as the respective Party may from time to
time notify in writing to the other Parties). Any dispute, controversy or claim rising out of
or relating to this Consortium Agreement shall be settled in the first instance amicable
between the Parties.
I 13)
Any dispute or dierence arising out of or in respect of this MOU or any part hereof that
fails to achieve an amicable resolution within fourteen (14) days upon being notified. such
dispute or difference shall be referred for arbitration by one (1) single arbitrator in
accordance with the Indian Arbitration and Conciliation A d 1996. The proceedings shall
be conducted in English. The venue for arbitration shall be in Mumbai or any other
i
I
location that may be mutually agreed upon between the Parties. The Arbitrator's award
!
shall be final and binding upon the Parties.
14)
Other matters npt stipulated in this MOU shall be discussed and mutually decided in
writing at a late^ stage between the Parties hereto.
i
IN WITNESS WHEREOF the Parties hereto have signed the present MOU made in three original
I
I .
copies on the day and place first mentioned above.
-
!
Signed by Witness
For IRB Infrastructure Developers Limited
Signature
I V. D. Mhaiskar
V. D. Mhaiskar
Managing Director
BEFORE MF
I
1' \-
t
8
I
I
i ..-
I
S. S- PATIL
B.Sc. 1Hons.t 1. - 6
PDVOCATE a NOTARV MAHARASHTRA,THme
JOCLEKAR HuUS6, tRD FLOOR.
)PP
A W L AOTEL. NEAR Rl V STATlOh
DUMBIVLI EnSP 423 '0'
?
Regd 0fi IRB Complex, Chandivdi Farm, ChandivaIi PfIIage,
Andheri pasf), Mumbai - 400 072.
ITAT/TNO9/557
--
5' November, 2009
G-5&6, Sector 10,
Dwarka,
New Delhi - 110075.
Kind Attn : Shri. S. K. Nirmal, Chief General Manager (Tech) I Sh. Nitin Jain, DGM (Tech)
Sub : Design, Engineering, Finance, Procurement, Construction, Operation and
Maintenance of 4 - Laning of Talegaon - Amravati section of NH - 6 from 100.00
t o 166.725 i n the State of Maharastra under NHDP Phase - Ill A on Design, Build,
Finance. Operate and Transfer (the "DBFOT") basis. - Signing of Concession
Agreement.
Ref : Board Resolution dated 29' October, 2009.
Dear Sir.
The Special Purpose Vehicle namely, "IRB talegaon Amravari Tollway Private Limited" has
x i
been incorporated by IRB-MRM Consortium and registered with the Registrar of Companies
under the companies Act, 1956. This Company has been constituted to enter into Concession
Agreement with NHAl and subsequently fulfill the obligations under the Agreement. The Legal
Opinion from our Legal Counsel, M/s Govind Desai Associates is enclosed herewith. Board
resolution dated 29' October, 2009 is also enclosed resolving that either the undersigned or
Mr. D.K. Joshi are empowered to sign the Concession Agreement.
As such, we propose to sign the Concession Agreement for the above referred Project on
Monday, 16' November, 2009 at 13.00 hours. You are requested to confirm the same.
For IRB Talegaon Amravati Tollway Private Limited
M.L. Gupta '
Director
Encl : As above
Govind Desai Associates
Advocates & Solicitors
1. Nichi Nivas. Gr FI.. Pitamber Lane. On. Gabriel Rd.. Mahim. Mumbai 4W 016. Tel.: t91 22 2446 558515599. Fax: +9l 22 2446 5990.
L-r='
4Ih November, 2009
GDNRWIAW329109
To,
National Highway Authority of lndia,
G-5 & 6, Sector 10, Dwarka,
New Delhi-110075
Sub: Concession Agreement to be executed between The National Highways
Authority of lndia ("the Authority") and IRB Talegaon Arnravati Tollway
Private Limited ('Concessionaire") to cany out work in respect of
design, engineering, finance, procurement, construction, operation and
maintenance of 4-laning of Talegaon-Amravati section of National
Highway No. 6 in State of Maharashtra under NHDP Phase Ill A design,
build. operate and transfer basis (DBFOT) ('the Project")"
ear Sirs,
+' . .
We refer to the 'draft: Conc.ession Agreement dated [Insert date] ("the
. __, .,, Concession Agreement") refer:ec! ?= in the captioned subjec! matte;.
. . %+
As per the provisions of Article 4.1.3(h) of the Concession Agreement, the
Concessionaire has to dellver a legal opinion that it is duly organised and
authorised to enter Into the Concession Agreement with the National H~ghway
Authority of lndia and the provisions of the Concession Agreement ate
enforceable.
In order to give our Opinion that the Concessionaire is duly organised and
authorised to enter into the Concession Agreement and that the terms of the
Concession Agreement are enforceable we have examined the following
documents namely:
. ~ (1) Memorandum andArticles of.Association of IRB Talegaon ~mravat i
~.~
~.~
oil way Private Limited.
(2) Incorporation certificate issued by the Assistant Registrar of
Companies dated 29Ih October, 2009 bearing Corporate Identity
Number U45203MH2009PTC196741 certifying that IRE Talegaon
Arnravati Tollway Private Limited is incorporated under the
Companies Act 1956 and the Company is private limited.
, .-. ..~ ..
(3) The Concession Agreement . . ~ . ,~
. ~
~& ,.
-. 4.~.
.. .
The Assistant Registrar of Companies has issued in the name of IRB
Talegaon Amravati Tollway Private Limited by an Incorporation Certificate
dated 29" October, 2009 bearing Corporate Identity Number
U45203MH2009PTC196741 certifying that IRB Talegaon Amravati Tollway
Private Limited is incorporated under the Companies Act 1956 and the
Company IS private limited.
The main object of the Concessionaire as set out in its Memorandum of
Association is as under:
"To cany on the business of infrastructure development in respect of the work
of design, engineering, finance, procurement, construction, operation and
maintenance of 4-laning of Talegaon-Amravati section of NH-6 from km
100.00 to km 166.725 in the State of Maharashtra under NHDP Phase 111A on
DBFOT basis including collection of the fee and retention of the fee and to
cany out the ancilla~y activities as specified in the Concession Agreement to
be executed with the National HighwayAuthority of India (NHAI)"
On the basis of the documents examined by us we hereby certify that the
Ccncessionaire has been duly organized and incorporated as a privhte limited
. -
company under the Companies Act 1956 and. is fully empowered and
authorised under its Memorandum and Articles of Association to enter into
Concession Agreement with NHAI for the purposes of design, engineering,
finance, procurement, construction, operation and maintenance of 4 - laning
of Talegaon- Amravati section of National Highway No. 6 in State of
Maharashtra under NHDP Phase Ill A design, build, operate and transfer
basis (DBFOT) and to perform its obligations under the Concession
Agreement and we are of the opinion that the terms of the Concession
Agreement are enforceable.
Yours faithfully,
For Govind Desai Associates
Gunanath Desai
Regd O@ LRB Complex, Chandivli Farm, Chandivli VZIage,
Andheri (East), Mumbai- 400 072.
CERTIFIED TRUE COPY OF RESOLUTION PASSED BY CIRCULATION BY THE
DIRECTORS OF IRB TALEGAON AMRAVATI TOLLWAY PRIVATE LIMITED ON
29m OCTOBER, 2009
EXECUTION OF CONCESSION AGREEMENT WITH NATIONAL HIGHWAY
AUTHORITY OF INDIA ('NHAI')
"RESOLVED THAT the Board be and is hereby confirm that IRB TALEGAON AMRAVATI
TOLLWAY PRIVATE LIMITED (SPV) has been constituted by IRB Wmtmcture Developers
Ltd & Modem Road Makers Pvt. Ltd.- Consortium to execute the Concession Agreement with
the National Highway Authority of India ('NHAI") to undertake Design, Engineering, Finance,
Construction, Operation and Maintenance of 4 laning of Talegaon- Amravati Section of NH-6
&om Km 100.00 to Km 166.725 in the State of Maharashtra under NHDP Phase IIIA on design,
Build, F i c e , Operate and Transfer ("DBFOT") in terms of Letter of Award dated 27/08/2009
RESOLVED FURTHER THAT to pursue the Company's main business object, the Company do
undertake & execute Concession Agreement with NHAI.
, mTKER1mTT .-o--K;.jo or-&; MI~L; Gubh~ of *& c-omp&y
be and are hereby severally auth~~rized to.execute all necessary documents including Concession
Agreement, State Support Agreement mth the Competent Authorities and to do all such acts,
-
deeds and things as may be necessary or incidental, to give effect to this resolution."
CERTIFIED TRUE COPY
For IRB Talegaon Amravati Tollway Pvt. Ltd.
0 . ,c . zKs1-:
~. .
. ~ . ~ . . . .
~..
Director
7f%F$ $0 3% '23~i.-33004/99
--
-
--A REGD NO D. L-33004199
-
V
PSPBa
&he Gazet t e 3TwmYr
E XI RAORD~ Y 1
Prm II-WJZ e - w (ii)
PART HSect i on 3Sub-seetion (ii)
~ i i a s n f s m . '
PUBLISHED BY A ~ O ~
---
Ti. 6351
$if>*, &?I 2 0 , 2 0 0 9 h 30, 1931
No. 6351 NEW DELBI,MONDAY, - APAPRILZO, 2009/CHAllTRA~, 1931
. .
&
*mm -.t"rwn mm; I
--
1 2
3
-
3 rn ?xtwEr% *-@ 168.500 $ 265.000 g.3.
mmi f
3 ++?a TkFTfm-*& 380.000 $i 440.000 h.~.
m m 3
9 *-m _ _
.. 40.000 4 144.400 a.4.
mwi f
- *, , .I- . 5.. . ?.
i~rn ii T&%- 14013/~/2009-~it w FII
. w'
Y . . ; : :. ,
.._*_~.
a m , m- d+~
(1)
XE- i-
2 'THE GAZETTE OF lNDJA EXTRAORDINARY .. -- [Par 11--SEC. 3(11)]
- -- -
--
-- -
IMIlailSTRY OF SIIIPPING, ROAD 'FRAMSPORT AND IHGHWAYS
_iv . . (Department of Road Transport and Highways)
NOTIFICATION
New Delhi, the20thApril, 2009
S.O. 9770.-In exercise of the powers conferred by Section 1 1 of the National Highways Authority
of India Act, 1988 (68 of 1988), the Central Government, hereby entrusts the stretches as specifiedin column
(3) of the Table below of the section as specified in the corresponding entry in column(2) ofthe said Table of
the ~at i onal ~ i g h w a ~ as specified in the corresponding entry in column (1) . of . the aforesaid Table, to the
Nationat I-lighways Authority of hdia, namely :- ~
'
TABLE
National Highway No. Section Stretch in Kilometers.
-.-- --- -
(2) . . (3) . .
3'. Madhya PrsdesbMaharashtra km. 168200to km.265.000
order-Dhule inthe State of
Maharash-
. .
b 3 Pimpalgdon-Nashik-Fonde km.380~@rc+&.+940.b00 ...
- in the Stateof Maharashtra
9 Pune-Solapur Itm. 40.000 to km. 144.400 -
in the State of Maharashtra
i
1 2 3
- I- ~ f % i $ ~ ~ ~ ~ 5 0 [(@-*h)
12190 %. *. 3 442.00C f%. *. 53i3k3Tl F h l 2 0 4 Jlh
-211 I
. .
. . [m. u. vpy-14013/1/2009-4 qs WI
m, m-?#a
f 2wr :-v -, Jrf- zi. TlX 1096(3) m h 4 X k ; 2005 ZPJ,WIf& $ & Jib *
Tk'kVi 33.W. 2578(37) Whi 31 w, 2008 E37l WI I
.
. .
NOTHFhCATIO~
New Delhi, the 20th April, 2009
S.O. 978(E).-In exercise of the powers conferred by Section 5 of theNational ~ i ~ l ~ w a y s Act, 1956 (48 of 1956),
the Central Government, hereby &.es the followbgfurther amendment in the notificationofthe ~ov&nment oflndia in the
Miinistry of Shipping, ~oad~ransportand 14ighwa$ (~e~ari ment o f ~ o a d ~ r a h s ~ o r t &d Highways),number S.O. 1096(E)
dated the 4th August,2005? naplely :-
. . .
! . .
. -
In the Scheduleto rsiid notification, forrors~al nmnber 14 and-&ei611@ies~elating thereto, thc fol!owingserial
number and entries shall be substituteclnamely :-
I . 1 2 . ~ . 3
. .
w
1 "14 So much ofNational Highway No. 3 [excluding frbmkm. 561.0 State Government of Maharashha".
! to la.-585.0 from Junction with NH 4 to Mumbai and 6om
Ian. 168.500 to km. 539.500 (Madhya PradeshMaharashtra I
Border Pimplagaon-Dbule-Nashik-Gonde)], No. 6 [(excluding
6omla.9.20 to la. 100.000 (Nagpm-Talegaon), km. 149.800
tpkm. 166.000 (Amravati bypass) and Ian. 405.000 to ' .
km. 485.000 (Raipw-Nagpur Sedion)], No. 9 (excluding &om
km. 40.000 to km. 144.400 (Pune-Solapur Section), No. 13, .
No. 17, No. 69 and No. 222 as are situated within the State of :
Mah-htra and National Highway No. 50 [excluding from
la. 12.190 to km. 42.000 (Pune-Nashii Section)], No. 204 and
No.211.
IF. No. f4FZ~14013/1/2009-P&M]
PRABtlAKAR, Dy. Secy.
Fmtnote-Tbe principal notification was published vide number 5.0. 1096@), dated ihe 4th August, 2005 and last
amended videnumber S.O. 2578(E), dated the 31st October, 2008.
Printed by the Manager, GoM of India Prw, Ring Road, Mayapuri, New Dclhi-11W64
and Published by the Controller of Publications, Delhi-110054
TI%@ <o 30 T30-33004/99
- REGD. NO. D L.-33004199
2-
P-Rw
c'-
&he Gazette 3wmmJr o f dndi a
EW'RAORDMARY
Orm 11-WJX 3-7T-7TG (ii)
PART TI--Section 3Sub-sect i on (ii)
mbm**
--
-
PUBLISHED BY AUTHORITY
3% 15201 *~%&,+I+K, f f t i l s r ( i 2 , 2 0 0 9 / ~ 31; 1931
Na 15201 NEW DELHI, IIJESDAY, SEPTEMBER 22,2009/5HADRA 31, 1931
-. - - - - -
.-
6
1i9.800 %. .. &
166.000 %. *. 3
,-. 166.;25 fa. 4. F6
9 T6I ' &b ;f $- 144 400 fa. 3. 3
MlNISTRY OF ROAD 1WSPORT AND :
HIGHWAYS
NrnCATLON
New Delhi, the 22nd September, 2009
S.O. 2427(E).-In exercise ofthe powers conferred
.
by Section I I oftheNationa1 Highways Authorityoflndia
'.
Act, I988 (68 of 1988), the Central Government hereby
entrusts the stretches as specified in coul~nn (3) of the
following Table; of the Section as specified i n the
corresponding entry in column (2) of the said Table, of
the national highway as specified in the corresponding
entry in col u~m (1) oft he aforesaid Table, to the National
Highways Authority of India, namely:-.
Tabk
National Section Stretch in
Highway Kilometers
No.
--
I 2 3
6 'Ta,bgC6in*pati Krn. 100.000to
' .. .
$ $re St i i eof . \. Km. 149.800and
kha r a s ht r a km. 166.000 to
kn~. 166.725
9 Km. 144.400to
in the Km.249.000
[w. Ti. i . - 1 4 0 1 3 / 1 1 2 ~ 9 - ~ ~ ~ ] Maharashtra
[F No.Mi-14013/lR009-P&MI
a m , m-&w
x- 4
PRABHAKAR, Dy Secy
3460 GI12009 (1)
2 THE GAZETTE OF INDIA : EXTWORDIPIARY '. -@?
[PART 11-SE~ 3(ii)]
- PICW@lCA'IlON
3$ m, 22 fGWi, 2009
New Delhi, the22nd September, 2009
m,W. 2428(3).-3% m, 7F& d
S.O. 2428(E).-In exercise ofpowers ~onfel ~ed by
srf*, 1956 (1956 48) 4 5 KRI Xi7
section 5 ofthe National Highways Act, 1956 (48 of 1956),
m ?&I ash s, ~cm;n + qFmR, the Central Government hereby makes the fo!lowing
&m rifi~m (- &
further amendments in the notification ofthe Government
of India in the erstwhile Ministry of Shipping, Road
fapi) st srfnrm-nan 1096(37) * '-'
Transport ahd Highways (Depanment of Road Transport
2005 3 3 l %h W?i? 2, ~r*:-
and Highways), number S.0.1096(E), dated the
W JTfm 4 &q'@1 4 ir;s d 14 & 4th August, 2005, namely:-
I
w m - * ? 4 l = l m ~ m u . . & ~
In the Schedule to said notification, for serial number
& WHt, 37%- 14 and the entries relating thereto, the following serial
( 1) (2) ( 3)
number and entries shall be substituted, namely:-
(1)
"14. ~$471~7i d. 3, [ @ =$TIE& amp:^ - (2) (?
UTPf* 4bim' *+ 561:0 fa;.*, I "14 So much of National Highways
State
4 5S5.0 k.*. a?i .& (% ~fq- No. 3 [excluding &mKm..56l.O to G o v m t o f .
'
9 j h t h r - e q-4 ?&mq,y Km. 585.0 fromJunction with NH 4 Maharashna" . .
. .
T h ) 168.500 %.*. 4 539.500 k.
toMurnbai and kom Km. 168.500to
Km. 539.500 (Madhya Pradeshl
. *. it.*l,*&7i. 6
i ( v dTf ' 7 9.20 h.$. u
Maharastra- Border-Pimplagaon-
.Dhule-hhik-.G.or?de>], No.6
166225 %.*. (e
i(exc1uding from Km. 9.20 to Km.
e) =Jhc ( w- vh) ; 166.725 OJagpur-Talcgaon-Amravati
405.000 %.*. 4 485.000 %.a. W],
by pess) and Krn. 405.000 to 185.000
ri@n 9 (gr? 7hy k) 40.000
(Raipur-Nagpur Section)), N0.9
hi.*. $249.030 %..lit. w)
(excluding from km. 40.000 to km.
I3,.FfW 17, Fk3l 50 249.000 (Pune-Solapur section), No.
.
h) 12.190 f$;. .litrit. ?? 42.000
,
13,No. 17,No. 50 [excluding &om Km.
. %.lit. 4 m, Ti. 69, *, 204, Ti. ' 12.190 to Km. 42.000 (Pune-Nasik
211 &Ti 222 Tf;lJa;n Ymm
section)], No. 69, No. 204, No. 2 I 1 and
~ m 3 f Z p m 3 1
No. 222 as are situated within the
State of Maharashtra.
rm. u. i . - 1 4 0 1 3 / l / z o o 9 - ~ ~ ~ ]
p. No. NH-14013/1R009-P&M]
amr, m-?rfm
PRABHAKAR, Dy. Secy.
m m : - ~ s r f * ~ m ~ m * ; i ~
Fmholnote:-The principal noiification 172s p~blisbeil
Uk&i W.W.I096(W) ? V b 4 m,
vide number S.O. 1096 (E), dated the
~ O O ~ Z M T ~ I X * T $ @ & ~ W
4th August, 2005 and last amended vide number
Zr;r. W. 1290(37) ? V h 20 T'f. 2009 S.O. 1290 (E), dated the 20th May, 2009.
---.
--- -
Printed by the Manrger. Government of India Prcrr, King Road. Mayapuri. New DelI,i-110064
and Published by the Controller of Publications Delhi-110054.
Government of India
CONSTRUCTION, OPERATION AND MAINTENANCE
OF THE 4 LANING OF TALEGAON - AMRAVATI
SECTION OF NH-6 FROM KM 100.000 TO KM 166.725 IN
THE STATE OF MAHARASHTRA UNDER NHDP PHASE -
111 ON DESIGN, BUILD, FINANCE, OPERATE AND
TRANSFER (DBFOT) BASIS
between
National Highw,ays Authority of India
G - 5&6, Sector - 10, Dwarka, New Delhi - 110 075
and
M/ s IRB Talegaon Amravati Tollway
Private Limited
IRB Complex, Chandivali Farm, Chandivali Village, Andheri (East),
Mumbai - 400 072
VOLUME - I1
/' , .
. .
(SCHEDULES)
, -, 1.
November, 2009
National Highways Authority of India Schedules
CONTENTS
I S. No. I Schedule Nos. I Description I Page NOS. (
1
2
1 5 1 Schedule - E 1 Applicable Permits 1 E-l I
3
4
1 6 1 Schedule- F ( Performance Security I F-1 to F-4 I
Schedule - A
Schedule - B
1 7 1 Schedule - G I Project Completion Schedule ( G-1 to G-2 I
Schedule - C
Schedule - D
Site of the Four Lane Project Highway
Development of the Project Highways
1 10 1 Schedule - J I Completion Certificate 1 J-1 to 5-2 1
A-1 to A-7
B-1 to B-36
Project Facilities
Specifications and Standards
8
9
C-1 to C-6
D-1 to D-90
1 12 1 Schedule - L I Safety Requirements . . ( L-1 to L-4 I
Schedule - H
Schedule - I
11
Drawings
Tests
Schedule - K
13
1 15 1 Schedule- 0 I Traffic Sampling 1 @I I
H-1 to H-3
1-1 to 1-2
14
~aintenance Requirements
Schedule - M
1 18 1 Schedule - R I FeeNotification I R-1 toR-17 (
K-1 to K-6
Schedule - N
16
17
- -- -
1 19 1 Schedule - S I Escrow Ameement
Monthly Fee Statement
1 0 I ~che&le - T I Panel of Chartered Accountants I T-1 to T-2, /
M-1
Weekly Traffic Census
Schedule - P
Schedule - Q
- U Vesting Certificate
- V Substitution Agreement
le - W 1 State Support Agreement
N-1 to N-2
Four Laning of Tolegaon-Amravati Section of NH-6from km 100.000 to km
166.725 (Length - km 66.73) in the State of Maharashlra under NHDP Phase I11
on DBFOTBasis
Selection of Independent Engineer
Terms of Reference for Independent Engineer
P-1 to P-2
Q-1 to Q-8
National Highwoys Authority of India Concession Agreement
CONTENTS (VOLUME - I1 : SCHEDULES)
I S. No. I Schedule Nos. I Description I PageNos. I
~~~ ~~- ~ ~~ -
I
1 1 Schedule - A I Site of the Four Lane Project Highway
1 2
1 Schedule - B I Development of the Project Highways I B-1 to B-36 (
/ 3 1 Schedule - C I Project Facilities 1 C-1 to C-6 1
1 4 1 Schedule - D I specifications and Standards I D-1 to D-90 (
( 7 1 Schedule - G I Project Completion Schedule 1 G-1 to G-2 I
5
6
1 8 1 Schedule - H I Drawings
1 9 1 Schedule-I ( Tests ( 1-1 to 1-2 I
Schedule - E
Schedule - F
1 12 1 Schedule - L I Safety Requirements ( L-1 to L-4 I
Applicable Permits
Performance Security
\ rC
1 13 1 Schedule-M ( Monthly Fee Statement 1 M-1 I
E-1
F-1 to F-4
1 14 1 Schedule -N 1 Weekly Traffic Census ( N-1 to N-2 I
10
11
/
17 1 Schedule - Q 1 Terms of Reference for Independent Engineer 1 Q-1 to Q-8
1
Schedule - J
Schedule - K
15
16
1 18 1 Schedule-R 1 Fee Notification 1 R-1 to R-17 I
1 19 1 Schedule- S ( Escrow Agreement I S-1 to S-16 I
Completion Certificate
Maintenance ~e~ui r ement s
Schedule - 0
Schedule - P
Panel of Chartered Accountants T-1 to T-2
....
Vesting Certificate
Substitution Agreement
State Support Agreement
J-1 to 5-2
K-1 to K-6
Four Laning of Talegaon-Amruvati Section of NH-6from km 100.000 to km
1v
166.725 (Length - km 66.73) in the State of Maharashtra under NHDP Phase 111
on DBFOTBasis
Traffic Sampling
Selection of Independent Engineer
0-1
P-1 to P-2
National Highways Authoriy of India Concession Agreement
L
CONTENTS (VOLUME - I11 : ANNEXURES)
S. -
No.
-
1
Annexure No.
2
Annexure - I
3
the Financial Bid dated 24/06/2009 of M/ s IRE3 -
MRM Consortium
NHAI Letter No.: NHAUCMU-Manor12009
nnexure -
dated 27/08/2009
Four Loning of Talegoon-Amrmati Section ofNH-6from km 100.000 to km
v
166.725 (Length - km 66.73) in the Stare of Maharashtra under NHDP Phase 111
on DBFOT Basis
Description
Annexure - I1
\ --
Pace Nos.
NHAI Letter No.: NHAVBOT-U11012/2008/507
dated 0511 112008
(Invitation to the short listed Applicants for RFP)
Annexure - 111
I (1 - 3)
NHAI Letter No.: NHAIBOT-1/11012/58/1412006
I528 dated 2511 112008
(Issue of RFP to the final short listed Applicants)
4
I1 (1 - 2)
NHAI Letter No.: NHAI/BOT/11019/19/2008/626
dated 29/05/2009
(Addendum No.-I to RFP & Annexure-A)
III (I -
111)
Annexure - IV NHAI Letter No.: NHAUBOTlllOl9/20/2008/630
dated 05/06/2009
(Extension of Bid Due Date)
IV (1 - 2)
National Highways Authorify of India
Concession Agreement
Annexure - XU
- ---- -
IRB - MRM Consortium Letter No.: IRBIBDEA
1091556 dated 0411 112009
(Amended Memorandum of Association and
Articles of Association of IRE3 Talegaon Amravati
(Memorandum of Association and Articles of
Association of IRE3 Talegaon Amravati Tollway
Private Limited)
IFU3 Talegaon Amravati Tollway Pvt. Ltd. Letter
No.: ITAT/TA/091565 dated 1111 112009
Annexure - XI11
XI1 (1 -
38)
I F3 - MRM Consortium Letter No.: IRBIBDEA
1091558 dated 0511 112009
(Board Resolutions for investment in IRB Talegaon
Amravati Tollway Pvt. Ltd. by the Consortium
members and MoU signed between them)
Annexure - XIV IRE3 Talegaon Amravati Tollway Pvt. Ltd. Letter
No.: ITATITNO91557 dated 0511 112009
(Legal Opinion from Legal Counsel M/s Govind
Desai Associates Letter No.: GDNRWIAW329109
dated 0411 112009 and Board Resolution of the SPV
dated 2911012009 for Execution of Concession
Agreement with NHAI)
Annexure - XV Entrustment to NHAI vide Notification No.
S.0.978 (E) dated 20/0412009 and S.0.2427 (E) &
S.0.2428 (E) dated 2210912009
Four Laning of Talegaon-Amravati Section ofNH-6from km 100.000 to km
V1
166.725 (Length - km 66.73) in the State ofMaharashtra under NHDP Phase I11
on DBFOT Basis
SCHEDULE - A
(See Clause 10.1)
SITE OF THE FOUR LANE PROJECT HIGHWAY
1. THE SITE
1.1 site oft& Four-Lane Project Highway shall include th=l&&b$aings, sfructures
~. ~>' &><' "<. .~%.. :.., ..
$@:.r?&,~@&-~ d e s c i i ~ in &ih&iI &fais S&&"~A:
&.$:,.. . ~: .
,...,?,..=,..,T ~ ~ ~ . . .
1.2 , Xe Rt ~ r y of~ihe Site in&lud,@&:the$&i~ b"ildings, s@&$*@;f@@$j$rk~ee&
&:&$p& :.: ' .:,..
f&'@ ~ l ~ & & ' ~ ~ ~ ~ ; * . ~gr+&*f; . .
~
. .~ .
' .
. . . ..*.. kf;pr*' .-& ---,,, ~. ;~2 <*-. . . ,:.
1.3 . - . %. . .. . . . ,an , . . w c ~id~.a~k$@&@:@G@~~t$ and
;-.-- .- -.
,., .:,.~ : =: . -~
ye~tjl.e:~q~$~~t.6~gi foi tofi&tj&&$ii i;if,$4f&33je&fid& c ~ j ~ @&&& &dmshall
bgiK.~ .-*.. ..t-, ~. . \ " ,~
r, $@@@; &%wc* G$ ~ ~ ~ ~ * & $ ~ ~ ~ ~ @ ~ ~ ~ ~ & i ~ ~ ~ ~ ~ ~ ~ ; n ' + $ f ~ ~ ~ $ $ ~ $ ~ ~ ~ ~ ~ ~ ~ ~ , such
f : . : ; .
.,,,"
. AL mp q t of the Site:gad:Ce$,ii&q &it~ority.
Annex - I
(Sehedule-A)
Site for Four Laning
1. The Site
The Project Highway is situated between Ian 100.000 and Km. 166.725 of NH-6
in the State of Maharashba. The land, camageway and structures comprising the
site are described below:
2. Land
The Details of existing ROW are at Appendix A-I.
Nutionaf Hinhww AuthoriN offndia Schedules
A~ ~ e n d i x A-I
Existing Right of Way
~ r . wn. 1 l?ri+iii? ~ ~ ~ a i n i k (K&5
4- - --
I 1001000 to 100/866
---~%Zifii'~
.- - . . -. - -
--
5
6
7
8
- ---
14 1301800 to 137100 Sawardi varying between 40.50 m to
36.00 rn to 40.50m
I I I
103/700 to 1 W800
13
Four Laning of Talegoon-Ammvati Section ofNH 6
j i m Krn 100.00 lo Km 166.725 in the &re of
Mahnrash~rfl under NHDP Phase Illon BOT (Toll) Basis
19
20
Page A - 3
-
48.75m to 72.00 m
40.50 m 1271820 to 130/800
142/800 to 1 431000
143/000 to t 501800
97.00 m to 57.00 m
45.00 m
30.00 m to 42.00 m
104/800 to 1051000
Pimpalzara
105/000 to 1 131000
-
Borgaon & Rahatgaon
Bharwadi & Tiwasa
52.50 m
45.00 m
1 131000 to 1 14/000 Tiwasa
National Highways Aurhorizy of India - - Schedules
FW Laning o/Taiegao+Amrava!i Seclion of NH 6
)+om Km 100.00 ro Km 166.725 in the State of
Maharashtra under NHDP Phase III on BOT (Toll) Basis
Page A - 4
The details of existing carriageway are given below:
FflgG
-
-
t i p ~h-ij.'W&h ' " '""?hn"lader*
"
E
w
-
From ( hrn)
I --
Tdegaon - Amravrti Road
7.00 m
17.00 m to 18.75 m
(wth central median)
100/OOO
-
1.00mto1.50m 1.00rnforSemice
1 .OO m t o 1.50 m 1.00 m for Service
11 11800
1141500
1201400
1201600
1291700
I301000
I
f .OO m
113/OOO
1 14/000
1 14/300
1.50 m
-
11 1/800
120/400
1201600
129/700
1 30/000
139/900
144/600
1 13/000
145/800
1 1 4/000
1 14/300
1 l41500
-- 17.20 m
(w~th central median)
22.95 m to 20.30 m
(with median)
pppp-
7.00 m
2.50 m
1 .OO m
2.50 m
2.20 m
2.50 m
-
1.50m
7.00 m
14.30 m to 18.6 Om
7.00 m
10.40 m to 9.50 m
7.00 rn
10.50 m
2.50 rn
145/800 1 46'200 10.50 m -
1461200 1491375 7.00 rn -
-
-
-
-
-
1.00 m
7.00 m
1.75 m
2.50 m
-
Amlavati By pass
l .OO m
-
1.50 m 1491375 1661725
(17.35 krn)
7.00 m
National Highways Authority ofIndia Schedules
4. Major Bridges
The Site includes the following Major Bridges:
l l l l l t l i
inner
5. Grade Separated Junctions
re nr
rintn
St-.
NIL
I
2
additional 2
Lanes
--------
5 BadneraEngg. 3621430 11.10 I x 6.20 Box Type
RCC Walls RCC Slab Exkting U/p
College & 12.00 1320 tobe
Hostel extended for
additional 2
Lanes (Sub
way)
6 Bridpcurn 1641950 11.10 1 x 18.845 Open RCC Pier
RCC Existing Ulp
un~lnp~ss 12.00 58.85 & T Beam & to be
~ubtments Deck Slab
,
extended for
Yamlmal ik
additional 2
Lanes-
, -
3 ' - .
Four Lmning ojTalegaon-Rmravari Section o / NH 6
jiom Km 100.00 10 Km 166.725 in fhe Sfare of
Maharashm under NHDP Phase 311on BOT 17011) Bosis
Page A - 5
. = n.*,,,Fa*L --
.'TI* - - . - . = + . I
-.
Outcr
- .- - r.
E~istitrp,
Chai11:lge
- - _. Li z
)r
Tpan
, \rr~~r~cnrcnt
''of'' ""f "1
-, -
Bridze
I:rlllllllillirnn
......
7 > ( I
8.40
2 x 7.50
2 x 9.75
+ F00tp;lths
- - r - - .
, . ,,.,:
"" 1 tkm) .
1
I 0J .1.1 1 50
1131731.50
l\fardll;~
Rivcr
Rndge
Pinglai
Ri \per
Bnclge
Elrutlure
RC C \ I P ~
wlth 3
Girder
system
RC'C Slab -
(m, - t .- I Slnlrtnrr
8 x-25.36 + I +,ct~ i<CC
and PCC
Abutments
RCC picrs
and RGC
Abutmcrrts
2 x 13.11 '
247 .iM
10 x 9.25
10550
Foundatron
open
Foundalion
6. Railway Over Bridges
G
The Site includes the following Railway Over Bridges:
Lrrqcrncl
fir Totsl
I '
nndntinn
7. Minor Bridges
Jmm Km 100.00 to Km 166.725 in the Smre of
Mnhnrashrm under NHDP Phase III on BOT (Toll) Bnsis Page A - 6
National Highways Authority oJlndia &kdules
8. Total number of structures on the Site
Total number of structures on the Site is noted below:
a) Total No. of Major Bridges - 2
unmc3T ; Ak~diT
Yo. h o.
1 - a-""
'- SaPi m i --' :
.irrznecm --
b) Total No. of Railway Over Bridges - 1
c' "".' hRihF.
Chirbao,c
(krrt)
I
-11.20 15
I ' r t r : ~! L.cnzth
I m)
44.60
1 ~ 9 . 0 0
20.20
c) Grade Separated Junctions - 6
ivtdili
liiner
011trr .
-.
8.45
12.10
d) Total No. of Minor Bridges - 25
---
Nallah
~et rndi ~t i o~r 'r ,
-
.- - % -- e) Total No. of Pipe Culverts
- -.
52
. -\
--
Open
.' . \ f) Total No. of Slab Culverts/ Box Culvert - 27
i
:,, " - - - .- d
I L .
. .
Four Laning of Talegno~Arnmmri Seclion of NH 6
--.---'
porn Km 100. 0 10 Km 166.725 in the State o/
Maharashtra under NHDP P h e 111on BOT (Toll) Bnsis
Page A - 7
Strr~cluee
masonry
pier and
Abutment
s t rt ~rt ~~re
PCC
Abutment
RCC
Slab
National Highways Aurhwiry of India Schedules
SCHEDULE - B
(See Clause 2.1)
DEVELOPMENT OF THE PROJECT HIGHWAY
1 Development of the Project Highway
Development of the Project Highway shall include construction of the Project
Highway as described in this Schedule-B and in Schedule.
2 Four-Laning
2.1 Four-Laning shall include construction of the Four-Lane Project Highway as
described in Annex-I of this Schedule-B and Annex-I of Schedule-C.
2.2 Four Laning shall be undertaken and completed by the Concessionaire in
conformity with the Specifications and Standards set forth in Annex-I of
Schedule-D.
Four Lnning o/Tolegoon-AnrovnliS~erio~ gfNH 6f r omKm 1OO.OOroKm 166.725 in theSrnre o/Mnhnmshrm
B-1
under NHDP Phore Irl on BOTClbll) Bnris
Nnrionot Highwnys Aurhorify of Indin Schedules
ANNEX - I
(Schedule - B)
Description of Four-Laning
1. Width of Carriageway
1.1 The paved caniageway shall be 18.00 meters wide excluding the median:
Provided that in the following urban stretches, the width of main camageway
excluding median and service road but including paved shoulders shall be:
Name of Township
Chistur
Bharwadi
Tiwasa
Mozri
Shendola
Fattepur
Shivangaon
Pimpalzara
Sawardi
Nandgaonpeth
Borgaon
Rahatgaon
Wadali
BenodaIMahadeokhori
Waruda
Dabha
Location (Existing
Chainage)
1011020 to 1011275
1051600 to 1061050
1 121000 to 1141200
1201200 to 1211300
1231150 to 1231525
1261325 to 1261500
1261975 to 1271150
1291900 to 1301485
1341460 to 1341650
1401525 to 1411665
1441700 to 1451050
1481500 to 1501625
1501775 to 1551125
1551125 to 1561775
1631125 to 1641675
1651775 to 1661725
Width
1.2 Except as otherwise provided in this Agreement, the width of the paved camageway
shall conform to clause 1.1 above.
2
/
Project Facilities
Project fayilities shall be constructed in conformity with Annex-I of Schedule-C.
ons and Standards
shall be constructed in conformity with the Specificatio
in Annex-I of Schedule-D.
Four Lnning of Tnlegaon--Amrnwli Secnon ofNH 6f rom Km lUO.OU 10 Km 166.725 in the Srnre o/Mnhnmrhlro
B-2
under NHDP Phnse Ill on BOT P l l ) Bosir
NotionnlHi~hwoyr Authority of India Schedules
4 Other Features of Four Laning
4.1 Cross Sections
The Project Highway shall be widened to four lane dual configuration with paved
shoulder with or without Service roads. A typical cross section alongwith different
types of cross sections required to be developed in different segments of the project
highway are indicated in Appendix-B I.
4.2 AIignment Plan and Longitudinal Section
An alignment plan and vertical profile of project highway is given at Appendix-B 11
in soft copy. The minimum FRL given in enclosed drawing shall have to be achieved
by Concessionaire.
4.3 Bypasses & Realignment
There are no bypasses and 13 realignments in the project highway. The details of
bypasses and realignments to be provided are given at Appendix-B 111.
4.4 Service Road
Service Roads shall be provided in lengths indicated in Appendix-B IV.
4.5 Proposed Right of Way
The details of the Proposed ROW are given in Appendix-B V.
4.6 At-Grade Intersections
At-grade intersections shall be provided at the intersection of service roads and all
intersecting roads at locations specified in Appendi-B VI for major intersections
and in Appendix-B VII for minor intersections.
4.7 Grade Separated Intersections
i
I The grade separated intersections shall be as provided as given at Appendix-B VIII.
I
I 4.8 Underpasses
I
Vehicular underpass shall be provided at locations given at Appendix-B IX
I
__. , . . Pedestrian 1 Cattle underpass shall be provided at locations given at Appendix-B X
I ,/ . ~,
. , , 4.9 Major Bridges
Majorbridges as listed in Ap~endix-B XI shall be provided, widened, rec
i
or exfbnded.
I
Four 1,oning ofTnlegnon-Amrmori Section o/NH 6from Km 100.00 m Km 166725 in !he Stare ofMnhnrnshrrn
8-3
under NIIDP P h m 111on BOTiToll) Barir
4.10 Minor Bridges
Minor bridges as listed in Appendix-B XU shall be provided, widened, reconstructed,
or extended.
4.11 Culverts
Culverts shall be provided, widened, reconstructed, or extended as listed in
Appendix-BX I11
4.12 ROB/ RUB
Details of ROB / RUBS to be provided are given at Appendi-B XIV. Following
points shall be taken care of:
i)
The proposed span arrangements of the ROBS are tentative and subject to
change as per availability of railway boundaries 1 requirement of the railways.
ii)
ROB shall be designed, constructed and maintained as per the requirements of
Railway authorities. The construction plans shall be prepared in consultation
with the concerned railway authority.
iii) The ROB'S shall be constructed and maintained by the concessionaire under
supervision of the Railways.
iv)
All expenditure related to construction, maintenance and supervision of ROB
(except P & E charges) shall be borne by the Concessionaire.
v)
During construction, the existing level crossings shall be widened to 12 metres
or two separate level crossings of 7 metres each shall be provided.
4.13 Entry /Exit Ramps
Entry / exit ramps for entering into or exiting from the project highway shall be
provided wherever necessaly.
4.14 Slope Protection
The side slope shall be protected by using suitable slope protection measures
wherever required along the present highway.
4.15 Utilities
Provision of accommodating utilities shall be made both over as well as underground
, .. .. . . . .
H-' wherever required.
/..; ,:.
Harvesting
of Environment and Forests Notification, New Delhi d
on 13.01.1998, 05.01.1999 & 06.1 1.2000), the construct~on
harvesting structure is mandatoly in and around Water Crisis area,
..::y
Central Ground Water Board.
\_ , .
.*- .:
'' - .~: 2
..._ ,~ *.=>
-~
Four Lnning o/Talegno,rAmmvnti Secrion o/ NH 6 f i m Km IOOOO ro Km 166.725 in the Store ojMohnrnrhrrn
8-4
under NHDP Phnre 111on BOT TToll) Boris
*
'v4i 1. Typical Cross ! %~OI I S
1. Type A - 4 Laning by concentric widening of existing caniageway
2. Type A1 - 4 Laning by concentric widening of existing caniageway
with Senrice Road on MS .
3. Type A2 - 4 Laning by concentric widening of existing carriageway
with senice road on Both Sides.
4. Type I3 - 4 Laning by eccentric widening with additional lanes on LHS
5. Type B1 - 4 Laning by eccentric widening with additional lanes on LHS
+ Service road on LHS.
6. Type B2 - 4 Laning by eccentric widening with additional lanes on LHS
'+ Service road on RHS.
7. ,Type B3 - 4 Laning by eccentric widening with additional lanes on LHS
+ Service road on Both Sides.
8. Type C - 4 Laning by eccentric widening with additional lanes on RHS
(with /without Service Road).
9. Type D - 4 Laning by new construction.
10. Type E - 4 Laming by eccentric widening of existing cmbgeway on RHS
for Amravati Bypass without Service Road.
1 1. Type F - 4 Lanning of Project Road for high embankments.
2. Cross Section Type dong the Project Corridor
Four Loning of TnlegaowAnvmati Section oj NH 6fiom K m 100.00 lo Km 166.725 in #he Srnte o f M a h a d m
under NHDP Phase I11 on BOT (Toll) &sir
National Highwqs Authority of India S c M l e ~
3. Typical Cross Sections of High Embankments (Approaches to Grade Separators /
Underpasses 1 Bridges / ROB'S)
- km 156+300to 157+ 100
km 162t 900t o 163+ 100
krn 163 + 150 to 163 + 250
ht
I -
km 154+700to165+ lo0
-
Four Lnning of Talegoon-Amrnwri k t i o n ofNH 6 J k m Km IW.OOto Km 166.725 in the Stale ofMohnrashlra
under NHDP Phase III on BOT (Toll) Bask
NalionalHighwqs Aulhorify ofIndia Schedules
Appendix-B I1
Deleted
Four Lnning of lhlegnon-Amrnvnti Section of NH 6 from Km IWOO ro Km 166.725 in the State qfMnhnrnrhnn
under NtIDPPhnse I l l on BOTTol l ) Ensis
B-18
Details of Bypasses / Realignment
1. Bypasses
e-<-Z71,* 4rA.< il~;fR-.,..L
-
To
- ~-~ ~~ --
--
Nil -
2. Realignments
Four Laning oj Taiegnon-Ammvari Section of NH 6 j i v m Km 100.00 ro Km 166.725 in the Stare ofhfaharashtra
under NHDP Phnse III on BOT (To) Basis
B-19
Appendix-B IV
Details of Service Ruads
The total length of Service Road is 26.50 kms. in tenns of Single Lane of' 5.5 m BT
Caniageway .
Four Lnning of Talegaon-Arnramri Section of NH 6 from Km 1 DO 00 to Km 166.725 in rhe Srate ofMaharashtm
under NHDP Phase Il! on BOT (Toll) Basis
Details of Proposed ROW
Four Laning 4Talqaon-Amrawri Section oJNH 6 f i m Km 1QO.mro Km 166.725 in the Slate ofMahamshtm
under NHDP Phase III on BOT (Toll) Basis
B-2 1
Ndmn! Hiptwqw ~u~Aon' p qf India
Sch&Ics
As;
- -2
Major Intersections
I
Four Laning of Toleguo~Amravnri Section ofNH 6fiom Km IW.00 to Km 166 725 in rhe Sfare of Mabarashim
under NHDP Phase TII on BOT (7011) Basis
Narionol Highways Rrc(hd& of I d i a Schedules
Fow Luning qf T o l e g p d m t i Section o/NH 6 fmnr Km 100.00 to Km 166.725 in the State of Mahamshtm
13-23
under NHDP Phase Ill on BUT (7011) Bas&
+ * - -. . ,- - -, -
.- -
d e s ~ ~ n Existing Cntwnp
C'kzinn! Cliainsg
--
Ituad
--- --L ----
162/384.00 1621432.00 1 I to be extended for
additional 2 lanes.
Proposed at grade
junction.
Proposed new
underpass for 4
lanes.
-- - - -
35 1641877.70 164/950.00 & SH Cross Road Existlng underpaw
164/008.00 to be extended for
additional 2 lanes
36 164f725.00 166/725 -00 NH (Amravati Y Proposed at grade
Bypass End junction
I
-
162/535.00 MDR Crass R o d
164/006.00 Cross Road
33
34
1621483.80
1631947.30
Nolionai Highwoys Aulhority of I d i a
Schedules
Minor Junctions
, %
I
- -- --
10 --- RIS 5.5 m width upto ROW T-Junction
2 1011123.70 -- RfS 5.5 m width upto.ROW Y- Junction
k 3 101/157.00 -- WS 5.5 m width upto ROW Y- lunction
-
I US ( 5.5 m width upto ROW I
T-Junction
110/873.90 - US 1 5.5 m width upto ROW I T-Junction
20 1121973.60 -- WS 5.5 m width upto ROW T- Junction
I 21 1 1131093.30 --- U S 5.5 m width uvto ROW T- Junction
Four Luning of Tal ega~Amrnvati Section of NH 6f mm Km 100.00 to Km 166 725 in the Stare of Maharashw
under NHDP Phase 111on BOT (Toll) Bnsii
Schedules
Four hni ng oj Talegao~Amravali Secrion of NH 6from Km IOD.00 ro Km 166.725 in the Stare ofMaharnshtra
under NHDP Phase 111on BOT (70111 Basis
B-25
81 1 144/910.00
82 1 145/755.60
---
R/S
US
5.5 m width upto ROW
5.5 m width uvto ROW
T-Junction
T-Junction
National Highways Aullbrily qfIndia Schedules
v-
-
Details of Proposed Grade Separated Intersections
Four hni ng ojTalegaon-Amramti kt i m of NH 6jkm Km 100.00 to Km 166.725 in de S~ate ofMahomrhim
under NHDP Phase III on BOT V O ! ~ hsu
-
, --
i
i
Y
L -
--
- 4
g: e '* - w w
e r g
z "c 3
- 0 "
a z L; <
1
2
Mom
Town
Morshi
Road
Junction
1 2 0 ~ 5
~~
' I ~ u / _ F ~ I !
1401400
Town
Ponian
NFT 6 &
Amramti
-.
Yt n~i e !\rm
I x 3 h n u s
---------
IlOubfc Arm
2 x 3 Lanes
-Mwshi
Road
MSH 10
RCC Piers &
Box Girder
with Deck Slab
RCC Piers &
Box Girda
with Deck Slab 40 rn
3 Spans of
20 m each
Mandatory
Span of 1 x
13.2 m
12.0 rn
a-.
'"t
Details of Proposed Vehicular Underpasses
2 x 3 -RCC Abutment,
134+ 134+ Lanes Rcc
2 ~ 1 2 ~ 5 . 5
Slab for MIX,
Nandgaonpeth
2 x 3 RCC Abutment, 27.50 m Vehicular Underpass
151 + 151 + Lanes Piers RCC T-
-
2 x 13.325 x 5.5
(Ex~stmg Underpass
859.2 830 Beam & Slab to k extended for
I additlonal2 fanes) --------
2 x 3 RCC Abutment, 27.50 rn Vehicular Underpass
153+ f53+ Lanes Piers & RCC T-
--
2 x 13.325 x 5.5
(Existing Underpass
110 110 Beam & Slab to be extended for
additional 2 lanes)
153 + 153 +
2 x 3 RCC Abutment, 27.50 m Vehicular Underpass
725 680
--
Lanes Piers & RCC 2 ~ 1 2 ~ 5 . 5 (for 4 lanes
Slab proposed)
H k 155 + 155 + 2 x 3 RCC Abubnent, 27.50 m Vehicular Underpass
-4-
125 085
-
Lanes Piers & RCC 2 x 12 x 5.5 (for 4 lanes
Slab
2 x 3 RCC Abutment,
p r o m
156+ 156+
27.50 m Vehicular Underpass
195 150
---
Lanes Piers & RCC 2 ~ 1 2 ~ 5 . 5 (for 4 lanes
Slab proposed)
2 x 3 RCC Abutments 27.50 rn Vehicular Underpass
156 + 156 + Lanes and TJ3earn a
--
1 x 15.9 x 5.5
(Existing Underpass
846 792.5 Slab to be extended for
- - additional 2 lanes)
2 x 3 RCC ~bu&ents 27.50 m Vehicular Underpass
158 + 158 +
- lLanes indRCCS'ab lx13.50x5.5 (Existing Underpass
910 863.47 to be extended for
additional 2 lanes)
2 x 3 RCC Box Type 27.50 m Veh~cular Underpass
162 + 162 +
Lanes Structure (Existing Underpass
480 481 I x 6.2 x 5.5 (Sub way) to be
-
extended for
additional 2 lanes)
1 + 163 +
2 x 3 RCC Abutments 27.50 m Vehicular Underpass
l o
006 950
Lanes and RCC Slab 1 x 12 x 5.5 (for 4 lanes
--- proposed)
2 x 3 m A b u t m e n t s 27.50 m Vehicular Underpass
164 + 164 +
Lanes and T-Beam & cum Brldge (Existing
I '
950 880
- Slab 2 x 18.845 x 5.5
Underpass to be
extended_- -,, for
addi M&2 he s )
5- ? :
Four Lnning of Talegoon-Ammwti Section o/NH 6Pom Krn 100.00 to Km 166.725 in rhe Sfale of Mohamtlitra
under NHDP Phase III on BOTflol!) Bask
c -
I
-
Details of Proposed Pedestrian / Cattle Underpasses
!
Details of Proposed Pedestrian Uloderpasses
I
d
E
-
.-, -
'V "I
-
-
C, C I
- 3
3 r n h
fit 2
- I
b .. - . --- . !. . -r
c
-
I C1-
a :,
i --1 2. - 2
7,
: L ,=
E W E
Four Luning of Tdegaon-Arnrcrvurti Section ofNH 6- kh 100.00 to Km 166.725 in the Stale dMohwd~tm
undv NHDP Phare fl on BOT fldu Bast
B-28
--
-
-
2 = z 5 2 y . S
LC
% r L = m u
--
1 116+100 116+200 - 2xfLanes
2 121+425 121+400 I -- Zx3Lanes
L C T L
- g &
I f i m e 3 % 1
3
4
5
d
7.
i
V!
1
2
RCC S - Box Type
RCC Box Type
Structure
RCC Box Type
structure
RCC Box Type
structure
RCC Box Type
Structure
6 145+225 145+200 -
RCC Box Type
1 x 7 x 3.5 2 x -
Stnrcturc
7 148+300 148+150 -
RCC Box Type
1 x 7 x 3.5 2 x 3 -
struaure
123+525
127+275
141+400
27.5 m
27.5 m
.I
3 130t300 130+400 -
RCC&n: T~~e
I x 4 XZ J '
St ~ r t l J ~ e
27.5 rn
2 x 3 L a n s
Structure
27.5 m
u
=II -A
.z ;
- .-
.r 2
& L ,n - C. I -r.
- - - - ..-
I x 7x 3.5 27.5 m
-
1 0 1 + I O O
105+950
-
1 x 7 x 3.5
1 x 7 x 3.5
1 x 7 x 3.5
1 x 7 x 3.5
2x3Lanes
2x3Lanes
2x3La-
27.5 m
27.5 rn
27.5 m
27.5 m
- - - -
123+400
127+200
141+360
-
-
-
-
-
I
lOl+300
1054924
--
-
2 x ? Lancs
2 x 3 Lanes
KC~ : n o ~ rypc
Stnrcture
RCC Structure 'Ox Type
I 2.5 27. 5 m
1 x 4 x 2.5 27.5 m
,-
i ' -
Details of new Major Bridges and Rehabilitation I Repair / Widening Scheme for Existing
Major Bridges
A. Construction of new Major Bridges
B. Rehabilitation / Repair / Widening of existing Major Bridges
. : =?- .
* The proposed span arrangement is tentative and the same shall be finalized in consultation
with lmgation Authority & IC. Any change in span arrangement shall not be treated as
change in scope of work.
-,--- -. .
-
13 U
-
-
- 3
5 2 u
-4
E 5 2
=
- .
d -
Fourhnirrg ofTilegnon -Amravati SscSon of NH6 f i m Km IP0. 00 lo Km 166 725 b he Smre of Maharashma
n-29
wuier NHDP Phase Ill on BUT (Tolo Bask
--- . - =*A
- A -J- - - r - - . -
- .
-. -.-: 7. . - ----
-
a
.- -
-
Cr
=
nn
- -
- 3
.-.
=, 3 1 -
- -
-A -
L a 2
* -x
C L
-
5 2
z L- 'F =
'
6 g
!!CC piers
ant! PCC
Abutments
I
-
I
\hlardha
R~ve r
Bt i d~c
I u 3 l anes IIE-1<42() T I r i - 2; :h +
2 x 38.47
S 1 2 no m -
- --
1(1-l14.1
1.50
Appendix-B XII
Details of new Minor Bridges and Rehabilitation I Repair 1 Widening Scheme for
a Existing Minor Bridges
6 -
A. Construction of new Minor Bridges
fl
- .*
Pf-
Four Loning of Talegoon-Amrmri Section ofNH 6from Km 100.00 roKm 166.725 in the Srnre of MohnrorhL~
under NHDP Phase 111on BOT (Toll) Basis
R. Rehabilitation / Repair 1 Widenlng of existing Minor Bridges
Four h n u g 4Tdegoon-Amrawri Section of NH 6f"mKm 100.00 10 Km 166.725 in the &ate ofMahorosh~ra
under NHDP Phase IT1 on BOT (Toll/ Basis
Nmiona1HEgmuo)rr Authority of Indin ,%hduim
*
The proposed span arrangement i s tentative and the same shzI1 he finalized In consultation
, with Inigntion Authority & 1C. Any chnnge in span arrangement shall not be treated-as-
5
.' change in scope of work.
1 ' / .
Four Laning of Talegoan-Amrvoti &ction of NH 6fiom Km 100.00 toKm 166725 in the Srate of Maharnslrtra
ugder NHDP Phase 111on BUT (Talu Basis
B-32
, - I
To be
WKkRd
on RHS
-
To be
widmed
an LHS
-
To be
'WM
on LHS
-
-
I
I . - *
!
- 7 _ - - +.
-
:
- -
2 3
- E s
- -
*- <: $
5 k k
1200
12.00
I200
--------
8 1 5
1200
12.00
845
1200
*
f
U
3 9
=
; -
I I
12
14
4
L;E
;
I:
e
-
... 5 l z i l -
f
4-
1 ~ 2 1 . 5 5
I x 1850
lx28.15
1 x27.86
l x21.62
Naltsh
Nallah
Rlrer
BaRiva
Open
Open
l ~ ~ ~ ~ 8 . 6 0 ~ ~ ~ ~ - -
Open
Gwtmgto be
doneat bonom of
deckslab. Fkmpa
to be replaced by
C d Berrier
-
----
Parapatobe
rephcedbyCraJh
Bvriet
cantileva porhon
of deck slab
e m
to be d m.
m t o b e
repl ad by Cnuh
h e r
&dm
dama&tabe
~~
Reinforamcnt in
c. -
. 2 '1.
-
-
-
-
- 4
S =
-
'
-
-
-
"
13BISt0.00
1411649.00
143M4.50
- -
PCCPiaaad
Abumwnt
M w
A -
Abrdmcnt
Svnswnry
P=d
Ablhlmt
-
J.
-.
RCC
Slab
RCC
shb
RCC
Slab
a&
with 3
girder
~rStem
RCC
slab
~ d ~ l t d i Ffj#wqt rluthmAty of India
ScIwdulu
Table B 3 : Reconstruction Scheme for Culverts
i i Ei
ain a::e
Four hning of Talegaon-Amramti Section of NH 6from Km 100.00 to Km 166.725 in the Smre of Mohamrhira
B-33
under NHDP Phase III on BOT (Toll) Bnsu
Slab Calvcrtr (SLC)
26.50
26.50
1 x4.05
1~2.10
I x4.05
Ix2.10
New
cmtruction
Duc to
chmg in
alignmat
New
mtnxti on
Due to
change m
Slab h i n Slab
Drain
-927.58 103 +
918.50
1
, l05+033.53
-
Arch
curvcn
105 +040 2
Box
Cu h r ~
-
Nationrrl Highways Rurhm%y oflndia
Schedules
Proposed New Culverts
Proposed Widening of Existing Culverts
Si. D~si an i 3r ; l daei BGfZri Chaihhpc ~m%$nstlf Stfi6Etrc ~ropmhtl- Sfre P-i.i@os@i- ' ?i%%l
cd Span
4rrani:f-
mcnt lin
mr~r)
No. :l.~catinr -
E\ i . ; l i t l ~
bVidtlr
' mi
.-,trr:~ngc1rn~nt SVidth (m)
- -
Faw Lnrriq ~ T n ! ~ . 4 m r r r m t i Smtan of NH bfrom Km 100.00 to Km 166.725 in the Smfe oJMaharashtra
ad* #!ill!' Phnu ill nn ROT fi l !) Rn,~is
B-34
NlI
-- -
-
National Highways Ruthon'@ dIndia Schedules
Fom Loning of T n i mA r n mmt i .*tinn of NH 6fiom Km 100.00 to Km 166 725 in the Sure o/Mahamshtm
u n ~ f ~ r ,%'I!.iV Phorc I?Jon HOTf l i l l Hasis
B-35
National Hghways Auihwity of India
Schedules
SCHEDULE - C
(See Clause 2.1)
PROJECT FACILITIES
1 Project Facilities
The Concessionaire shall provide the Project Facilities in accordance with the
provisions of this Agreement. Such Project Facilities shall include:
(a) toll plazas;
@) roadside furniture;
(c) street lighting;
(d) pedestrian facilities;
(e) landscaping and tree plantation;
(f ) rest areas;
(g) truck lay-bys;
(h) bus-bays and bus shelters;
(i) cattle crossings;
6)
development of site for wayside amenities;
Q traffic aid posts;
(1) medical aid posts;
(m) vehicle rescue posts; and
(n) telecom system;
2 Project Facilities for Four-Laning
Project Facilities forming part of [Four-Laning] and to be completed on or before
the Project Completion Date have been described in Annex-I of this Schedule-C.
Four Lnning o/Tnlegnon-r(mmvnri Section o/ NfI 6/rom Km 1 W O O to Km 166.725 in thcSmnofMnhorashrm under
C - l
NHDP Phme 111on 8 0 7 (Toll) Ensir
National Highways Aothorifv of India
Schedules
Annex - I
(Schedule-C)
Project Facilities for Four-Laning
1 Project Facilities
The Concessionaire shall construct the Project Facilities described in this Annex-I
to form part of the Four-Lane Project Highway. The Project Facilities shall
include:
(a) toll plazas;
(b) roadside furniture;
(c) pedestrian facilities;
(d) landscaping and tree plantation;
(e) truck lay-bys;
(0
bus-bays and bus shelters; and
1. Highway Lighting
2. Highway Patrol
3. Ambulances
4. Cranes
5. development of site for wayside amenities;
6. lraff~c aid posts;
7. medical aid posts;
8. vehicle rescue posts
9. telecom system
2 Description of Project Facilities
Each of the Project Facilities is briefly described below:
(a) Toll Plazas
1 .) - At km. 142.800 (Existing Chainage) near Nandgaonpeth.
.
._i
~~e c i $&i ~ns and other requirements of the toll plaza's shall be strictly as per
schedule ''d~''s,
C - 2
National Highways AuUlorify of India
Schedules
Traffic signs and pavement markings shall include road side signs, overhead
signs, curve mounted signs and road marking along the project highway. The
locations for these provisions shall be finalised in consultation with Independent
Engineer.
(ii) Concrete Crash Barrier, Metal beam crash barrier, Separators (MS
railings) as per the prescribed Manual.
(iii)Traffic Safety Devices as per the Manual.
(iv)Boundary Stones
(v) Hectometer / Kilometer Stones
(vi)Traffic Blinker Signal (L.E.D) at intersections
(c) Pedestrian Facilities
The additional pedestrians facilities in the form of guard rails, footpath, lighting
etc. shall be provided as per the Manual.
(d) Landscaping and Tree Plantation
Landscaping of the highway shall be done on within ROW, but not limited to, the following:
Median
Grade Separated intaections
Entry and Exit ramp
At grade islands of intersection locations
Toll Plaza Area
(e) Truck Lay-byes
Truck Laybyes shall be provided at locations given at Appendix C-I
(9 Bus-byes and Bus Shelter,
Bus Laybyes shall be provided at locations given at Appendix C-I1
(g) Others
1. Highway Lighting
High Mast Lighting shall be provided at all the required locations as per manual except
for Minor Junctions where Solar lighting shall be provided.
2. Highway Patrol
Highway Patrol units as per manual,
3. Ambulances
Ambulance wits as per manual.
-4. Cranes
Cranes m as per manual.
-'
, . 5. Telecom system ... ,
'..
. .
Emergency call boxes, (ECBs) at every 2 km shall be provided in accordance with
4.184 of the Manual along the Project Highways.
ote : In case of any discrepancy in location of any of the project facilities
Annex-I, the independent Engineer shall finalise the numbernocation
Four Lnning of Tolegoon-Arnrnvari Section of NH 6fim Km / WOO lo Km 166.725 in the Sole ofdnohorarhlro under
C - 3
NHDP Phase III on BOl'(Tol1) Bnri3
National Highways AuthoMy of India
Schedules
per site requirement.
Four Lnning o/Tnlegnon-Amramti Section o/ NH 6 f i m Km 1 WoD to Km 166.725 tn :he Store ofMohororhIrn under C- 4
NHDP Phnse III on 6'07 (Toll) Boris
Schedules
Appendix C-I
Provision of Truck Lay-byes
The provision of truck lay-bys shall be governd by site requirement and
parking demand and as per guide lines of MOl?'l"H Technical Circular No.
RW/34032/5/98 FOII dated 22.8.88. The layout plan of .truck lay-bys shall
be finalized in co~ultation with Independent Engineer / NEW. Basic
facilities such as drinking water, toilets with proper disposal system,
workshop, telephone booths &. shaU be provided at a suitable location for
the Truck lay-bys. The location of truck lay-by's shall be finalized in
consultation with Independent Engineer. Flexible pavement shall be
provided for lay-by equivalent to main carriageway pavement composition
with suitable drainage system.
Four Laming ofTaIegao~Arnrava;i Section of NH 6 from Km 100.00 to Km 166.725 in the State ofMohamshtrn under
C- 5
NHDPPhase II! on BOT (7011) Ensis
Naliand Highw~ys Authwity of India
StYmduIes
Appendix C-I1
Provision of Bus-byes and Bus Shelter
e - Bus St;
Fr,~r,trrLnnrnf MTar'qdnrr-..fmrmrfi .%n(m of.Vlj 6 from Km I(XI.flfl 0 Km 10.6 -2.C m tlic6hrc ~fafohmrtvhrra under
c-6
NHDP Phase Il l on B M (Toll) Basis
No~ionolHighwwoys Aulhorily of Indin Schedules
SCHEDULE - D
(See Clause 2.1)
SPECIFICATIONS AND STANDARDS
1 Four Laning
The Concessionaire shall comply with the Specifications and Standards set forth in
Annex-I of this Schedule-D for construction of the Four-Lane Project Highway.
Four Inning ofTnlegnon-~mrnvnri Section 0f N~6j r onr Km lOOOOroKm 166.725 in rheSlnrr ofMnharoshtro
D- 1
under NHDP Phase 111on BOT (Toll) Basis
Norionol Hizhways Authority of India Schedules
Annex - I
(Schedule-D)
Specifications and Standards for Four-Laning
1 Manual of Specifications and Standards to apply
Subject to the provisions of Paragraph 2 of this Annex-I, Four-Laning of the Project
Highway shall conform to the Manual of Specifications and Standards for BOT Road
Projects published by MOSRTH (An authenticated copy of the Manual has been
provided to the Concessionaire as part of the bid documents).
2 Deviations from the Manual
Notwithstanding anything to the contrary contained in the aforesaid Manual, the
following Specifications and Standards shall apply to the [Four-Lane] Project
Highway, and for puIposes of this Agreement, the aforesaid Manual shall be deemed
to be amended to the extent set forth below:
Deviationsfrom the Manual
Four Lnning oJTaIegnon-Amravn6 Section of NH 6frorn Km IDDO0 to Km 166 725 in the Slnte ofMahonwhrm
D 2
under NHDP Phnre I I I on BOT(Tol1) Baris
National Highways
through
Public Privatt Partnership
-
- Go v e r ~ ~ me ~ ~ t of lndia
7
-
Department o f Road Transport &
_ . _
Ministry of Shipping, Road
. .
.. .
nment of India has taken a mission for improvement of road infrastr~icture in
National Highway Development Project (NHDP) has been taken
reby around 26,000 km. length of National Highways is to be
I
d carriageway facility, 6.500 km of National Highways to be
ies. 20.000 of existing deficient stretches to be improved to two-
cility, construction of 1.000 km. of expressways and construction
bypasses, ring roads, flyovers, etc. at major locations. The implementation of these
hases'nOW would be mainly through Public Private Partnership (PPP) for attracting private
capital, improving efficiencies and optimising the cost. Several states are also pursuing
programmes for development of state highways and roads through Public Private
$
5
The Model Concession Agreement (MCA) for awarding PPP projects on National
,$.
2
Highways has been revised and approved by the Committee on Infrastructure (COI) headed
%
by the Prime Minister. MCA follows the design, build, finance and operate (DBFO)
2
..
i- z
approach that requires the private investor (Concessionaire) to bear the responsibility for
j;
a
*
detailed design, construction, operation & maintenance of the project highway during the
; period of concession The Model Concession Agreement envlsages a Manual of
Specifications & Standards in one of its techn~cal schedules
Government is committed for providing road infrastructure comparable to the world
standards. Accountability for providing safe and reliable road network ultimately rests with
the Government. It is, therefore, essential that the specifications and standards laid down
for development of National Highways particularly through Public Private Partnership should
cover sound engineering practices and safety features. More attention also needs. to be
given to amenities to the users so that they get the value for their money on these
developed National Highways.
A draft of the Manual was prepared by Indian Roads Congress (IRC) as a
. - - 4~~ul t ancy assignment qiven by the Planning Commission. Planning Commission had
; / . .: :; ., '... .
I '~,:-~~-''~f?rward@.d this draft to the Ministry for application with or without modification.
/ :7.
' "
. .
. . I I
.$:
: I
Ci.--.. . .. 1;
t&':-':
.. ., . . . .
, i ' !
,' .
i
t
;
Ministry constituted a Technical Committee comprising the following officers for
xamining this draft and finalisation of the Manual for adoption of National highway works to
-.
taken up through the Model Concession Agreement for PPP projects:
Sh. G. Sharan, Director General (Road Development),
Chairman
Deptt. of Road Transport & Highways, (DoRT&H) I
Sh. A. P. Bahadur, Chief Engineer, DoRT&H - Member
Sh. S. B. Basu, Chief Engineer, DoRT&H Member
4
4 Sh R D. Dohare, Chref Engineer, DoRT&H - Member
!
T
? 5 Sh A N. Dhodapkar, Chref Engineer, DoRT&H Member
6.
Sh. A. V. Sinha. Member (Tech.), National
Highways Authority of India (NHAI) Member
Sh. V. L. Patankar, Director, National Institute for Training of Highway Engineers
NITHE was co-opted and contributed significantly in redrafting the Manual so as to address
safety requirements in planning and designing of the 4-lane highway. Sh. R. K. Si ni h and
-
7
k
Sh. Sudip Choudhary. Superintending Engineers in the ~i ni s t r i helped in finalization of the
. .
L: Manual.
f
G,!
$
DoRT&H expresses its gratitude to the various meinbersof the technical committee
whose names have been mentioned above and other officers who took great parns and
contributed immensely in finalization of this Manual. The efforts made by the experts and
staff of IRC and Planning Commission are also acknowledged.
I am confident that thrs Manual will serve its Intended purpose as part of the Model
Concession Agreement for Publlc Prrvate Partnershrp In H~ghways
(G. Sharan)
Director General (Road Development)
De . of Road
Ministry of ship 7 ing, Road
Introduction
anual has been prepared for 4 laning of National Highways on PPP mode.
oncept of developing a "forgiving" highway has been the main considefation in
Manual, besides amenities to the users who would be paying the fee for the
ties and, therefore, expect higher level of facilities than available traditionally
The standards and specifications already available i n Ministry's book of
ons and technical circulars and various codes of practices and guidelines of IRC
ormed the basis for evolving this Manual. Wherever suitable standards were not
ilable in some of the new areas, the same have been developed and suggestive layouts
rovided. The Manual has also recognized the need for adoption of new technologies and
This Manual would eventually form an integral part of the MCA and binding on the
concessionaire. It (nay be possible that some of the provisions of-this Manual may not be
feasible due to site constraints or other reasons. Such project specific deviations would
need to be stated precisely by the road authorities while inviting the bids so that bidders are
fully aware and able to assess their project cost.
The technical standards prepared by IRC and accepted by Ministry as well as by' '
Stale Governments are same both for National Highways and for State Highways. This
Manual, therefore, can be used for State Highways as well, however, some of the provisions
contained in this Manual such as for Advance Traffic Management Systems (ATMS) may
not be feasible for State tIighways and State governments can take a view on this without
compromising on the overall safe operation of the Highway. The term "Authority" used in
the Manual could be replaced by the term "State Government of " or any other
suitable terminology. '
This Manual has been finalised for the projects to be taken up through Public Private
Partnership. The concess~onaire(s) shall undertake detailed planning and design of the
i
way in accordance with provisions contained in this Manual. The Manual shall
ed by consultants for preparation of feasibility studies for loprnent.
i v
I
1:
nual should also be used for development of four lane highways to be implemented
budgetary sources.
This Manual should also form the basis for preparation of
eport for four laning projects to be taken up other than PPP mode.
he Manual is generic in nature. However, for the projects to be taken up through
I
rtnership (PPP), consideration to the viability of the project may.need to be
.
Keeping this in view, following deviations can be permitted on case to case basis .
1
e the project may require viability gap funding (in accordance with the financial analysis
ertaken by the implementing agency)of more than the prescribed limit.
(i)
Wherever the traffic projections indicate that it would not reach the trigger traffic
level for six lane highway during the period of concession, the width of new
bridges would be such that the requirement for four lane highway configuration is
met with.
(ii)
Provision of ATMS as prescribed in Section 2.3.3 and detailed in Section 4.18
shall be deferred for the next phase of development of the project highway.
The provision of restaurant, fuel facility and garage for minor repair as
prescribed in Section 413. 3 would be optional based on concessionaire
assessment of their commercial viability:
(iii)
Construction of separate bridge structure to maintain the continuity of the service
road across the streamldip in the ground may be d~spensed wlth and the service
road may be connected to the ex~stlng br~dge structure for the highway traff~c
(iv) Pavement of the main highway shall be designed for the cumulative number of
standard axles of 8.16 tones over the design life of 20 years for the concession
r~ period of 15 years and above and the design l i f e ~ f 15 years for the concession
less than 15 years.
~
,'.d\ v
;,
i: ,., - ..::I
\,. , ;.-:(:, . ~.':,*-
---..,-A.Y
B-7
Contents
ection -1: General
ection-2: Planning the Project Highway
ection-3: Survey and Investigation
Section-5: Materials
Section-6: Construction
Section-7: Quality Assurance.
10.
Appendix: List of I RC codes/standardslActs
for RoadIBridge worlts
1. Suggestive Drawings:
(i)
Layout for entry r amp t o highway, Figure 2.lA
(ii)
Layout for exit ramp from highway, Figure 2.1B
exit rarnp f r on~ highway, Figure 2.1C
(iv)
Layout for ent ry r amp t o highway, Figure 2.1D
(v)
Layout of service road ending at a junction
with cross road, Figure 2.2
(vi)
Layout showing configuration of service road,
entrylexit ramps, side road & underpasses, Figure 2.3
(vii)
Layout of Service Road Continuing at
Intersection, Figure 2.4
(viii) Layout for a toll plaza, Figure 4.1A
(ix) Layout for traffic island with toll booth, Figure 4.1B
(s) Sign panel for toll gate at 1 km, Figure 4.2A
(xi) Sign panel f or toll gate at 500 In, Figure 4.2B
(xii) Sign panel for st art of toll road, Figure 4. 2C
(xiii) Sign panel f or end of toll road, Figure 4.2D
(xiv) Sign layout for toll rates, Figure 4.3
(xv) Transverse bar markings for
speed control at toli plaza, Figure 4.4
ayout for service area, Figure 4.5
Page Nos.
. .
11
iv
1 '
7
14
15
51
54
59
61
1
MANUAL OF SPECIFICATIONS AND STANDARDS
FOR FOUR LANING OF NATIONAL HIGHWAYS
[See Clause 2.l(a) of Concession Agreement]
---i
SECTION - 1: GENERAL
.1
This Manual , forming part of Annex-I to Schedule D of the Conaession
Agreement (refer Clausk 2.l(a) of the Concession Agreement), sets forth
the Specifications and Standards to be followed for development of the
Project Highway a s described in Schedule B and construction of project
facilities a s described in Schedule C on t he project site as described in
Schedule A. The concessionaire shall make himself fully aware of the
Project Si t e wi t h regard to the existing features of t he site (such as
location, layout, geometry, right of way, intersecting roads, existing
accesses , etc) including the constraints a t t he site (such as limitation of
right of way, existence of adjoining property, existing structures,
plantation, utilities, etc), plan, design and construct the Project
Highway comprising its various features (such a s four-laning, service
underpasses, overpasses, grade separators,
. . widening/reconstruction of bridges, etc) and t he project facilities(such
as toll plazas, rest areas, lighting, landscaping, wayside amenities, etc)
meeting t he standards, specifications and quality specified in this
Nlanual.
1.2 Any project report and other information provided by the Authority
shall be used by t he concessional1.e only for reference purpose and for
carrying out furt her investigations. The concessionaire shall be solely
responsible for undertaking all the activltles, t hat are necessary for the
dellvery of t he project, such as planning, surveys, investlgatlons.
3
design, construction planning, management &-affic operation, safety to
.
rsl abut t i ng property holders etc.
c~t hori t y for any loss; damage, risk,
--
I
0- 9
o the prbject report and other information
ration of planning, design and construction
planned as a "partially access controlled
re access to the highway shal l be provided only at pre-
1
doing so, t he concessionaire shall take
overcome the physical and operational constraints and
t the Project Highway using appropriate
chniques and technologies. General
nsideration shall, without being limited to, be as follows:-
) The constraints
,i..
The physical constraints i n t he existing highway are in the form
of limitation of right of way, un-regulated access, inadequate
. .
service roads and underpasses, numerous at-grade junctions, lack
.%
of physical separatibn between local and through traffic etc. The
- - 3
& operational constraints arise out of t he necessity or possibility of
closing a portion of the road for construction andlor diverting t he
$
traffic to temporary diversions, thereby reducing the capacity and
$:
.=
safety of the existing highway. The solutions evolved by the
concessionaire shall be such t hat t hese operational constraints
ar e overcome through appropriate planning, design and
construction method, techniques and technologies and by
adopt ~ng su~t abl e traffic management measures.
(b) Safet y of design
All deslgns shall be safe to ensure t hat the Project Highway or
any part thereof (for example embankment, pavement, retaining
structures, bridges, culverts, etc) does not collapse (global
(for example
. A
etc) deteriorates
: ..
level as prescribe
-
.
->. . ~ . ~ ~ . ..
11not only be safe but also durable. This
mean t hat t he deteriorating effects of climate and
ment (for example wetting and drying, fi-eezing and
differences, aggressive
nvironment leading to corrosion etc) i n addition to t he 4raffic
construction t o make the
roject Highway durable.
)
Mitigating disruptive effects of construction
The planning, design and construction of t he highway shall be
such t hat t he construction of Project Highway does not have
adverse impact on t he environment and does not disrupt the lives
and business activities of t he people living close to t he highway.
1.4 Acceptable St andards
-
1.4.1 The concessionaire shal l follow latest version, issued prior to a date 60
days before t he l ast dat e of bid submission, of following Indian
Standards, Specifications, Codes of Practice, Guidelines, etc in the
following order of priority:
i) Technical circrilars issued by MOSRTH which ar e either
published hy Indi an Roads Congress or. ar e available on the
website of MOSRTI-I i n so far as they relate to mat t er covered in
this Manual .
ii) Specifications for Road and Bridge Works issued by t he Minishy
of Shipping, Road Transport & Highways hereinafter referred as
'MOSRTH' or 'Ministry's Specifications'.
iii) Indian Roads Congress (IRC) Codes and St andards; as per
Appendix D- 1.
m
ureau of Indi an St andards (BIS) in t h e ~b s e n c e of any specific
+fl\?.\, , . , , .
.* .$"..,
. ; : p ~ ~ v ~ s ~ o n l ~ s s u e i n t he aforesaid Codes an
, . .
Appendix D-1. - - .,
\ ' ! c -...
h-- -
'J ..:,., .
s- I \
ar ds are either not available or if available, are not
cessionaire shall' be permitted to adopt international
nd specifications as followed in United St at es of America,
om, European Union, Japan, Germany or Australia. The
shal l submi t proposal in this regard t o t he Independent
- see Cl ause 23 of Concession Agreement) for reviey and
orks shal l conform to the specifications of Central Public
ks Department (CPWD) and norms stipulated i n t he National
uilding Code (NBC). I n case of conflict between CPWD and NBC
orms, NBC norms shal l prevail. To the extent specific provisions for
building works ar e provided in IRCMOSRTH specifications, the same
shall prevail over t he CPWD and NBC provisions. For this purpose,
building works shal l also deemed to include roadside facilities,
landscape elements and/or any other works incidental to the building
works. All items of lighting works of the building shal l conform to
CPWD Specifications for Electric Works (Part I and 11).
.4.4 The concessionaire shal l also be permitted to use proprietary or
patented designs subject to the condition t hat t he concessionaire shall
be solely responsible for their performance and durability
?
; . 1.5 Overall Scheme
The concessionaire shal l prepare and submit, i n accordance with
provisions of this Manual and in compliance with Clause 12. 1 of the
Concession Agreement, t he detailed design, construction methodology,
quality assurance procedure and operation of t he Project Highway and
project facilities to t he I E for his review. If, on review, t he scheme is
not found to conforin to the provisions of t hi s Manual, the
-
shal l modify the scheme to make i t conform to the
t he Manual . Increase in cost due to any ,modification ..,.
t he IE shall not be a reason for , t he coy, $i onai re
. . .
.. !
t . b.~? bbjkcting to .o;. contesting these modifications. The p p c ssjoe.aFre shall
',,.: ' ,
--
'\
k.
1
B-12
I
pf the project as per the scheme so
- tory role of Manual
-
ncession Agreement are general in
provisions of this Manual shal l be deemed to clarify or
wings t o have comprehensive meaning
rawings" referred to' in Clause 12.3 of t he Concession Agreement
all not have a restrictive meaning but shal l include charts, sketches,
explanatory notes and documents explaining t he design assumptions,
designs, construction methodologies, etc which can demonstrate t hat :
"Drawings" conform to the provisions of t hi s Manual. All drawings
specifically referred to in this NIanual shal l form part of Schedule H of
...
1.8 Interpretation of t he Manual
(1) I n case of any conflict between provisions of this Manual and IRC
codes or Ministry's specifications, provisions of this Manual shall
prevail.
( 2) The IE would ensure that t he project highway is planned,
designed and constructed in accordance with t he provisions
contained i n this Manual. In case any non-conformity is found,
t he issue would be pointed out to t he Concessionaire and reported
to t he executing agency (such as NHAI). If the issues do not get
resolved a t t he level of executing agency so t hat the provisions of
Manual ar e complied with, the mat t er would be referred to the
[ for a final decision before any $tep
,/'.
parlty.,.for arbitration..
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2. . .
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1s taken by either
eep all t he existing utilities in co
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se a s per Clause 11
of the Concession Agreement.
ar e to be shifted aridlor new utilities ar e to
ovided during t he concession period, the same shall be
modated within t he utility corridor of 2.0 m width identified a t
dges of t he ROW subject t o approval by the Authority.
1
iManual is applicable for four l ani ng of t he Project Highway.
ever, some sections of t he Project Highway, as specified i n schedule
ar e required to be widened t o six lanes, which should not be
nstrued to six laning of t he Project Highway. For six laning of such
1.11
The t erms 'Ministry of Surface Transport' , 'Ministry of Road Transport
and Highways' and ' Ministry of Shipping, Road Transport & Highways'
or any successor or subst i t ut e thereof shall b e considered as
synonymous.
The t erms 'Inspector' and 'Engineer' used in MOSRTH Specification
shal l be de e l ~e d to be subst i t ut ed by the term ' Independent Etlgitleer';
i
to t he extent its duties ancl functions are consistent with t he provisions
'"'der 'CLAUSE 23 of t he Concessioll Agreement and t hi s Manual. For
of doubt, it is clarified that t he role of ' Independent Engineer'
is to 'review and comment' , whereas appro-,~al will be accorded by the
' Engineer' appointed by the 'Concessionaire' taking
into comments of ' Independent Engineer'.
f
- 2: PLANNING THE PROJECT HIGHWAY
onaire shall plan for capacity augmentation and design the
anner t hat will ensure safe operation of the
tially access controlled highway". The cgncept
g forgiving highway to the road users shal l be kept in mind
l anni ng and designing the Project Highway. For safe operation,
w trafficllocal traffic shall be separated by
ructing parallel service roads wherever required as specified under
Operational Objectives of the Project Highway
The.Project Highway will be operated a s a partially controlled access
highway so a s t o substantially improve t he safety and operational
efficiency of t he existing highway. The partial control on access for the
Project Highway shall be achieved through measures such as service
road with physical separation for local traffic, intersections,
acceleration/deceleration lanes: vehicular and pedestrian underpasses,
median openings w:th shelter lane as described i n succeeding
paragraphs.
2.2.1 Service road for separation of local traffic:
Local traffic i n built up area shall be separated with proyision of service
roads. The requirement, and the length of the service roads in such
built up areas shall be identified for t he design period of the project
highway and specified in the Schedule B. Built up area shall mean all
sections of t he Project Highway, which are situated within the limits of
municipal town(s) and shall also include those sections having
-.
rl cdntinuous kngt h of 200 m or more in non-fiinicipal areas where
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23- \5-
s shall be connected to the main highway through
d entryfexit r amps a t locations given in schedule B.
ice roads, the ramps and the ur~derpasseslflyovers shall take
the locallaccess traffic and ensure that no right or U t urn is
ed on t he mai n highway. At the ends, the service
ed with end treatment so that the local traffic i s
ighway i n a safe and efficient manner. Some
layouts for commonly occurring situations are given i n fig.
, 2.1 (B), 2.1(C), 2.1 (D), 2.2, 2.3 and 2.4. The spacing as indicated
ure 2.3 between two consecutive entry and exit ramps for service
t less t han 500 m.
(i) Grade separated intersections:
Grade separated intersections shall be provided a t all
intersections of Project Highway with National Highways and
State Highways. Grade separated intersections shall also be
provided at all other intersections of Project Highway with other
category roads as per war r ant s specified in IRC 92 and a t
locations specified i n schedule B.
(ii) At grade intersection,
All intersections other t han those covered in (1) above shall be
.%
designed as at-grade intersections in following manner:
a) All merging and diverging movements to I from the Project
Elighway shall be either through service road with end
treatment or acceleration and deceleration lanes except for
the traffic allowed to cross Project Highway a t
predetermined locations.
b) If the road i s crossing t he Project Highway, the fbur arm at -
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grade intersection shal l be designed in accordance with
,,"
. 'MOSRTH st andard drawings. I n case the standard drawing
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t ,h$s not provided t he right turning lane; the samejwould be
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ded to accommodate the peak hot^ r i ght turning
f t he road meets the Project Highway a t T- intersection,
ould be designed as "left i n left out". The right
t urni ngs from such cross roads shall be permissible a t the
next intersection or median opening. I
om private property:
om commercial and industrial properties including
utlets shall be provided through acceleration/deceleration lane
n accordance with MOSRTH guidelines at t he cost of property owners.
Vehicular Underpasses: Vehicular underpass shall be provided as
specified in Schedule B and to connect service roads on both sides of the
Project Highway i n such a manner t hat no vehicle is required to travel
ore t han 2 km on service road to approach a n underpass for crossing
over to t he other side.
.2.5 Facilities for pedestrians and cyclists:
Facilities for safe and unhindered movement of pedestrians and cyclists
shall be provided on t he project highway wherever i t passes through
urbanlbuilt-up ar eas and at grade separators. These facilities shall be
planned in accordance with the relevant provisions contained in IRC-
11, IRC-17 and IRC-103. Facilities shall also be planned and providect
for crossing of pedestrians and cyclists. The crossing facilities can be
either in conjunction with at grade intersections or through
underpasses. The crossing facilities shall be so planned that
pedestrians do not have to walk for more t han 0.5 km. to reach the
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crossing point. The existing slab culverts and minor bridges with spar:
" ,
'7
length equal to or more than 5ml a vertical clearance of more than 2.5111
and not catering to perennial flow, can also be used for pedestrians and
7 s cycle ki.ossings hy providing necessary flooring. In rural stretch$s,
' . '.\,
underpasses shall be provided at the locations of
. .
. .
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8- Lt
ossing of cattle through ~~nder passes shall be provided a t
pecified in Schedule 'B'.
enings shall be provided at fbur or more arm intersection and
locations to facilitate t he U- t ur n for vehicles and npt for
rectly to any cross road. The average spacing of median
nd 2 kms. If a number of roads are meeting t he
oject Highway, then they would be joined together through a service
d and an at-grade 'T' intersection would be provided such t hat t he
acing of 2 kms for median openings is maintained.
raffic signs and road markings for guidance to user:
i)
The Project Highway shall be provided with elaborate system of
traffic signs and markings. The traffic signs for various
situations/location would be i n accordance with IRC 67 in t er ms
o f location, configuration and colour scheme.
(ii) Pavement marking shall also be carefully planned depending
upon' the requirement for each location and shall conform to IRC-
35. The Project Highway shal l incorporate all such safety feat ures
such as elaborate system of signs and markings, cat's eyes,
delineators, hazard markers, safety barriers at hazardous
locations, pedestrian guardrails so that the Project Highway
operates as a "Forgiving Highway".
2.3 User Facilities:
2.3.1 Rest Areas'
The Project Highway shall have r est areas as specified in Schedule C
and be provided with facilities for t he users so as to provide safe and
Y
est areas shall be planned wi t h
avelers through perschal cars,
nsideration shal
cl ilsers including
I
es or informal rest areas exits a1oq.g t he highway,
separated from the main highway with separation-island
safe ent ry and exit with signs and markings and l ~arki ng
expected peak hour vehicles.
oject Highway has regular movement of buses either through
nment or through private sector, bus bays shall be planned,
ed and provided for the convenience of bus commuters and safe
1 on Project Highway. The location of Bus Bays
e i n accordance with the section 4.14 of the Manual and as given
Advanced Traffic Management Systems WMS) :
he Project Highway shall be provided with ATMS so a s to have
nhanced safety for t he users 1 travellers, collect information for the
traffic operations, provide information to t he users on real time basis
for t he traffic flow conditions and incidents ahead. For t hi s purpose,
there would be a control centre and outdoor equipment connected
through a transmission medium.
2.3.4 Highway Patrol:
The Project Highway shall he provided with highway patrol unit(s),for
round t he clock patrolling so as to provide assistance to t he users in
case of any need, monitor the travel conditions to provide information to
the control section and to undertake immediate measures for managing
the traffic flow In case of any incident
2.3.5 Ambulance(s):
The Project Highway shall be provided with ambulance services so that
the response time is not more than 10 minutes of the call.
2.3.6 Crane(s)j
7
i ,.The Pr oj ect ' ~i ghway ~ .~ shall he provided with crane
/ tow-&y t heki ~abl ed . . vehicles.
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have plantation of' trees along the highway
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, Dd, h~, ~~w. - height shrubs on the medians.
Plantation scheme shall be
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kiri2Ged by IE so t hat it does not affect t he road safety.
I
ect Highway shall be provided with a n elaborate drainage
o drai n t he storm water from t he roadway and embankment
o ensur e minimum disturbance to nat ural drainage of surface and
rface wat er of the area.
he Project Highway shall have toll plaza(s) as per t he requirements
and st i pul at i ons contained in schedule C of t he Concession Agreement.
-- Lighting Syst em:
The Project Highway shaIl be provided with lighting system in urban
stretches1 built up areas, grade separators, underpasses, toll plaza and
its approaches, rest areas and bus stops.
2.8 Operation a nd maintenance centre:
The Project Highway shall have operation and maintenance centre(s)
for carryi ng out operation and maintenance activities. of the Project
Highway.
2.9
New concepts, technologies and materials'
The Concessionaire would be permitted to adopt new technologies and
, , i ~ i l ~ t e r . i a l ~ ~ ~ s per the requirements of either t he design or as a result of
.% 7 Assessment (EIA) and Ep*i qent al
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Pl an (BMP) (such as noise barriers) or fo/pio~ldin,g;:~ost
, . ,
These shall be subject to t he review'i.by.1 E for their
. I'
design a nd adoption. ___*
* .
12
8- 20
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aire shall plan t he Project Highway conforming to the
It out above and submit Kilometre-wise strip plan for
length schematically depicting therein t he location of
ified i n Schedule B as well as the project facilities
&~;&:,";
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^%yfied in Schedule C clearly indicating the existing features and
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b;$iposed inlprovement pl an to t he 1E for review and comments. The
. B ' ~ , . , ~
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+ bhissionb shall also include a 3-D animated perspective (To give a
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PC,: ;
&d*e through vision) of t he Project Highway showing t he proposed
p.*%<A~
p&,'.
i%j?imDrovements and main features.
-3: SURVEY AND INVESTIGATIONS
ey and investigation that are required for planning, design
n o f t he project highway such as detailed topographic survey,
ydraulic and drainage survey, road and bridge i nvent o~y and
y, subsurface investigation, material survey and pavement
hal l be carri ed out in accordance with IRC:SP:19, IRC: SP: 35
'54 and best i ndust ry practices.
es and equi pment s used for undertaking these surveys and
gatlons shall be such which will ensure t he degree of details and
of investigation results required for proper planning, design and
uction of t he project highway.
e data generated from these surveys and investigations shall be
y referenced, compiled, validated and presented i n easily
prehensible forms, such a s those prescribed in t he publication referred to
ove. The dat a i n electronic as well as hard copy formats shall along with
the detailed drawings prepared in accordance with section 4 of this Manual
form part of Schedule If to t he Concession Agreement and shall be used for
detailed design in accordance with section 4 of this Manual.
SECTION - 4: DESIGN
s shall be based on the detailed survey and investigation
cessionaire i n accordance with Section 3 of this
prepared on the basis of these designs along
awings required as per Section 3 of t he Manual shall form
dule H of the Concession Agreement.
' designs and drawings shall be submitted to the I E for review
mment s. The work shall be carried out i n accordance with these
ings and such other additional drawings prepared or modified as
ometric Design:
the highway, except for cross sectional
.equirements, shall be i n accordance with IRC: 73, IRC: 86, IRC: 38'and
IRC SP: 23. Uniformity of design st andards shall be maintained
throughout t he length of Project Highway. All deficiencies i n the
existing highway geometry shall be rectified to meet the minimum
st andards specified in this Mailual. The detailed plans, L-sections,
cross-sections, strip plans and plans of other facilities of the existing
highway to be prepared by the concessionaire shall be used for
developing t he layout of various features of t he Project Highway.
4. 2. 1 General cross-sectional requirements:
The design of cross section of the four l ane highway shall take into
account t he following general requirements
(1) The developed cross sections for both t he highway as well as the
service road shall have operational safety in focus such 3s
& aration, turning radii, gr
rious types of movements a
weave, etc shall be compreh
I S
ns shall be made in the cross-section for accommodating
ities both over a s well as underground as the case may be. A
n wide strip of land a t the extreme edge of ROW may be kept
ccoinmodating utility services. Provisions contained i n IRC
hall be followed to accommodate utility services for Project
ghway in built up areas.
c croes sectional requirements
ross section shall provide for the following:
Rural Sections
Minimum wiclth of median
(a) Raised median with mountable kerb (as per IRC: 86) 4.5 m
(b) Depressed median with crash barriers on both sides 7.0 m
Width of paved carriageway on both sides of median
(a) 2-lane carriageway with each lane of 3.5 m width 7.0 m
(b) Median side paved strip adjacent to carriageway
having same specification as main carriageway i n case of
(i) Raised median 0.25 m
(ii) Depressed median 0.50 in
(c) Paved shoulder on left side of the pavement having
same specification as main carriageway in Plain
and rolling terrain 1.50 m
(iii) Width of earthen shoulder
(a) Plain and rolling t errai n 2.00 m
(b) Mountainous and steep terrain
- Both carriageways side by side 2.5 m
(iic drain of hill side and crash barrier on yallgy side)
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.-a w&h separate alignments- 2:5 nl
I
(ilc drai n of hill side and crash barrier &:%alley side)
16
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ion shall be designed to cater for effective drainage of
ted peak hour run off.
of utility corridor on both sides 2.0 m
an/ Built up Sections I
umwi dt h of median
Fl ush median with central crash barrier 2.0 m
b) Raised median with central crash barrier 1.2 m
Width of paved carriageway on both sides of median
(a)
2-lane carriageway with each lane of 3.5 m width 7.0 m
(b) Median side paved strip adjacent to carriageway of
same specification as main carriageway i n case of
(i) Raised median 0.50 m
(ii) Fl ush median full width (excluding crash barrier)
(c) Paved shoulder with same specifications a s t he main
carriageway
(i) Pl ai n and rolling terrain 1.5 m
(ii) Mountainous and steep terrain
(since no service road is provided)
Both carriageways side by side a t same level and two
carriageways a t separate alignments and at different levels:
I.Iabitation on hill and valley side - 2.5m (on each slde
including drains on hill
side)
Habitation on valley side - 2.5m (on valley side)
Habitation on hill side - 2.5m (on hill side
portion be included in
the separation island
(when service road is
provided)
Mountainous and steep t errai n
since' no service i s provided).
I
0th carriageways side by side at same level and two
carriageways a t separat e alignments and a t different
Habitation on hill and valley side -
- - - - - - - -
Habitation on valley side - 2.5m (on hill side
including drain)
Habitation on hill side - 2.5m (valley side
including crash
barrier)
IV) Width of service roads Normal 7.0 m (Minimum 5.5m)
v) Minimum width of separation-island
between main carriageway and service road
1.5 ni
(vi) Minimum width of footpath 1.5 m
(vii) Side drain
Cross section shall be designed to cater for effective drainage of
estimated peak hour run off.
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(viii) Width of utility corridor on both sides 1.5 m
7
The footpath shall be designed for use of pedestrians and cyclists as per
site requirements. Side drain and utility corridor can be accommodated
either under footpath or separation-island depending upon local
Cross slope of the
-4-
( Design speed (kmfhr) I
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Pl ai n 0 - 1 0 100 80
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$;:;:Rolling > 10 - 25 80 65
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g;:; Mountainous 25 - 60 50 40
shall not be t aken into consideration while deciding t he terrain
ation for a given section of Project Highway.
general, t he ruling design speed shall be adopted for geometric
gn speed shall be avoided.
orizontal Alignment:
(a) While designing t he horizontal alignment, the following general
principles shal l be kept i n view.
i. Alignment should be fluent and blend we11 with the
surrounding topography.
ii. On new roads, t he curves should be designed to have
largest practical radius but in no case less t han ruling value
corresponding to ruling design speed.
...
111. As a normal rule, sharp curves shall not be introduced at
the end of long tangent since these can he extremely
hazardous.
sufficiently long and have suitable
pleasing appearance.
y be needed in
,
Sufficient length between two curves shall
ntr%duction of requisite transition curves, and required
The curves in the same direction separated by short
tangents known as brolien back curves should be avoided as
far as possible. Wherever possible, such portion may be
designed with longer single curve.
I
To avoid distortion i n appearance, the horizontal alignment
should be coordinated car ef ~~l l y with the longitudinal
11 horizontal curves shall consist of circular portion flanked by
spi ral transitions at both ends.
(c) Radii of Horizontal Curves
The radius of horizontal curves for various terrain conditions
shal l not be less than the ruling minimum values as per IRC: 73
for t he National Highways and t he terrain of the project area
except where site conditions ar e restrictive and adequate land is
not available. Where such restrictions exist, the radius of curve
shal l not be less than the specified absolute minimum values i n
(dl Transition curves
Minimum length of transition curve shall be as per IRC: 73 for
t he specified design speed.
Camber 1 unidirectional cross fall shal l be provided for each
carriageway including paved shoulders i n accordance with stipulations
of IRC: 73. The cross fall for eart hen shoulder shall be 0.5% steeper
t han t hat of the carriageway subject t o a minimum of 3.0%. On curves,
shoulrier on the high side of' superelevated portion shall be provided
-
i
h reverse slope from the suterelevated carriageway portion. A t the
e time, i t should not be too great to give break in tbe' cross slope.
e between pavement cross slope and
5%.
%-28
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r.
tion shall be provided on curves as per details given in IRC:
onding to the clesign speed and radius of horizontal curve
ign shall provide for values of intermediate sight distance as per
given i n IRC: 73 corresponding to the design speed adoptecl
there a r e s i t e constraints, where a minimum of stopping sight
ce shall definitely be available. The requisite site distance shall
vailable across the inside of horizontal curves. Where horizontal
and summit curves overlap, t he design shall provide for t he required
ight distance both i n t he vertical direction along the pavement and in
t he horizontal direction on t he inside of curve.
ertical Alignment:
(i)
The vertical alignment shall provide for a smooth longitudinal
profile. Grade changes shall not be too frequent as to cause kinks
and visual discontinuities in the profile. In this regard, directions
.given i n XRC: 73 shall be kept in view.
(ii) There shall be coordination between horizontal alignment and
vertical profile of t he Project I-Iighway and guidelines given in
IRC: 73 in this regard shall he followed.
(iii) Gradients up to t he value corresponding to ruling gradient a s per
IRC: 73 shall be adopted as far as possible. Valuecorrespollding
to limiting gradient shall be adopted only i n very difficult
situations and for short lengths.
(iv)
Long sweeping vertical curves shall be provided a t al l grade
changes. These shall be designed as square parabolas.
le of the two carriageways shall be designed in
I ' - ,
such a manner t hat difference in road level het we' n thk~ , ' ~\ vo \
3
ways a t the locations of median openings
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ct of efficient drainage shal l also be kept into
designing vertical profile and cross-sections of
way as stipulated in IRC: SP: 42 and IRC: SP: 50.
ent of additional features:
ed for a speed differential of 60 kph
r
aper a t merge: 1 in 15 beyond design length.
Same a s 'acceleration lane'
Medi an Oveni ns:
Lengt h of median opening: Not less t han 20 m
Shel t er lane: Width 3.5 m; Length based on maximum number of
vehicles i n peak hour
40 kml hr (minimum)
Wi dt h: Carriageway
Normal 7.0 m (minimum 5.5 m)
Paved shoulder 0.5 'rn on both sides (may be
dispensed with i n exceptional
efficient rainage shal l
dispensed wit
alsc
kept
except
circumstances)
Camber1 Super elevation:
As per IRC (Unidirectional camber
towards dr ai n shall be
Ext r a widening: To be provided at flares for
underpass approaches, adequate
t urni ng radius, U-turn facility etc
as per requirement.
Gradient: 1 i n 30 (ruling min) underpass
approaches - f in 50 generally, rnax
/
i. 'i 1 in 30.
f '
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bridge required to be constrd<@&-ls,?e +
i a stream, t he service road shall cOntElle
22
r
ross the st ream through separate bridge sQuctures,
hich may be vented causeway structure with vents
designed to cat er fbr. ordinary flood discharge.
In cases involving bridges of length 60 m or more, separate
bridge structures shall not be provided and service roads on
both side of t he stream shall be merged with the Project
Highway. I n such cases, width of bridge to be constructed
for main highway shall be increased by one traffic lane (i:e..
3.5 m) o n , both sides of carriageway to accommodate
merging traffic of service road. For this purpose, service
roads shall be merged by tapering of t he road (1 in 20) with
detailed system of signs and markings.
(iii) In cases of ROBS, the service roads on both t he sides shall
be joined through one of t he viaducts of ROB. This
arrangement shall be on either side of t he railway crossing
if the situation demands. For some proportion of service
road traffic, safe entry and exit shall be provided from
se~vi ce roads to t he ROB.
(iv) Bridges in built up area will invariably accommodate
footpath unless specified otherwise i n Schedule-B.
, . f. Junctions at Service Roads:
*
(i)
With minor merging roads: Flaring a t t he junction like a
'left-in left-out' configuration but with provision for right
turning through painted channelising island
~.
(ii) At underpasses: Flaring at the junction with provision of
pant ed channelising Island to guide traffic movement to '
.
from the underpass
g. Vehicular Underpasses:
7.5 m illini~num f
10.5 m (with footpath
both sides) de
ical Clearance 5.0 m
23
'B- 3i
4.0 in mi ni mum
cal Clearance : 2.5 nl mi ni mum; to be increased to
4.51~1, i n case certain categories of
animals such as elephantlcamel are
expected to cross the Rroject
Highway.
: At-grade intersections shall be
esigned a s per IRC SP: 41 and layout as per MOST Type Design
for intersections on National Highways. However, these typed
designs shal l be modified to provide for ri ght turning lanes in the
median, dropped kerbs and gap i n channelisers to facilitate
pedest ri an crossing.
Grade Separat ed Intersection: The location of grade
separat ed interchanges shall be as given i n Schedule 'B'. Their
layout a nd design shall be as per IRC: 92: keeping in view the site
requirements. The crossing of side road to project highway shall
depend upon t he topography a t the site.
R-
4.3 Embankment
The height of t he embankment shall be based on the final road levels.
The following principles shall be followed for fixing the road level:
1) The top of sub-grade is at least 1.0 m above the high flood
levellhigh water tablelpond level. However, i n exceptlonal
circumstances not covered in the scope of work specified in
Schedule-B, where it is found difficult t o fulfill this criterion
without needing reconstruction or rai si ng in substantial length,
t he criteria n ~ a y be relaxe depending on si t e conditio~l
'I
$, a minimurn difference of 0.G m between t he top of'sub
J
IIFI,/high wat er tablelpond level.
.-
14
t
road level of the new two-lane caniageway is not lower t han
existing carriageway unless i t improves vertical profile and
so satisfies all other requirements set out in this Manual.
TO f ~~l f i l l the minimum free board requirement and provide
00th vertical profile for portions forming approaches to
I
raise t he level of stretches of t he existing road from drainage
siderations as indicated i n Schedule B of the Concession
ct ural features and design of embankment
Embankment shall be designed to ensure the stability of t he
roadway and shall incorporate only those materials, which are
suitable for embankment construction as per Section 5 of this
ii) Side slopes shall not be steeper t han 2H:lV in accordance with
clause .4.6. and where necessary, t he embankment shall be
retained by a retaining structure.
iii) Where the embankment is to be supported on a weak st rat um i t
shall be necessary to. specially design t he embankment and also
adopt appropriate remedial / ground improvement measures.
iv) High embankments (height 6 m or above) In all sods shall be
-.
3~
~e designed from stability co~~siclerations. For design of high
. , .
, .
. .
embankments IRC: 75 and MOSRTH - Guidelines for Design of
High Embankments may be referred to
v) The side slopes shall be protected against eroslon by providing
turfing I vegetative cover, stone1C.C. block pitching, geo
synthetics, gabion walls or any other measures depending on t he
eight of the embankment, type of soil involved and susceptibility
o erosion as per IRC: 56. Pitching works on slopes shali,&e ~. .
, . >.
as per MOST Specifications. ! w' ,;,
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25
s- 33
I
Ash for Fmbankment Construction
y ash shall be used for construction of embankment in
ccortlance with guidelines of MOSRTSiH. The embankment
hall be designed and constructed in accordance with IRC: SP-58.
e thickness of soil cover shall not be less t han 1 in for
bankments up to 3 m height. For high embankment? the
hickness of soil cover shall be increased as per design.
The side slopes of t he embankment shall be protected against
erosion a s st at ed i n section 4.3.2 (v) above.
The stability analysis of the embankment shall be carried out as
Pavement Design
e of Pavement.
i )
Unless othelwise specified in Schedule-B, the concessionaire may
adopt any type (flkxible/rigid) pavement st ruct ure for new
construction.
(ii) The concessionaire shal l submit proposal with regard to the type
of pavement proposed for strengthening of t he existing pavement
to IE for review and comments and finalize t he proposal taking
into account comments of IE
; 4.4.2 Design traffic
Pavement of the mai n highway shall be designed for t he cumulative
number of st andard axles of 8.16 tones over t he design life of 20
years for the concession period of 15 years and above and t he design
life of 15 years for t he concession period of less t han 15 years. Base
year traffic, axle load distribution, and vehicle damage factor for
gn shall he detertnined on the basis of survey and investigation
*----..
ed out by t he conc+sionaire in accordance ,~ith.s;d:dt@n 3
nual. The cumulative axle load for the pu:rpose of deGign
. ; j
be less t han t he number of standard axles obtained if the
r
ear traffic is cumulated at a rat e of growth, which'is the
t of t he following in the initial 5 years:
a)
5 %, per annum for all vehicles
b)
Trend growth of various vehicle categories
ed Growth rate of revenue assumed in the
concessionaire's cash flow
I
)
Growth determined from secondary socio economic data and
elasticity factors.
nd t hen reduces by 2 (two) percentage points for every 5 year
ubject t o a minimum rate of growth of 5 % a t any point of time.
i)
For widening of the existing flexible pavement to meet the
geometric design requirements specified i n this Manual, the
thickness and composition of layers for widening shall be same as
ng pavement and further deficiencies in thickness
shal l be made up by overlay on t he entire width of the pavement
including paved shoulders. If the condition of existing pavement
is sodef i ci ent t hat i t cannot be improved by .overlays, it will be
scarified and the pavement shall be designed afresh.
(ii) I n case thejexisting cement. concrete pavement is to be widened,
t he widened pavement shall be of t he same thickness and
specification not inferior to that of t he existing pavement. The
widened pavement shall be jolned wlth t he exiting pavement by
providing longitudinal joints of the same design and specification
a s t hat of t he existing pavement. Similarly, t he transverse joints
with dowel bars of the same design a s provided in the existing
pavement shall be provided.
(id Flexible Pavement
T h e n e w flexible pavement shall be designed i n accdr
v.
and strengthening of the existing flexible paveme , \ ;~d
.-.-.; -,.. ,.*
ance with IRC: 81.
27
pavement shall be designed in accordance with
RC: 58. The existing rigid pavement may be rehabilitated I
strengthened either by rigid or flexible overlays in accordance
ith good industry practice subject to review by the IE.
ment Performance Indicators and Requirements
I
The pavement performance and structural capacity shall be
measured in t erms of objective measurable performance and
strength indicators, i.e., roughness, rutting, cracking and
strengthened flexible pavement surface on
completion shall satisfy t he following standards:
Roughness
In each lane measured by : Not more than 2000 mmlkm
Bump Integrator (BI) for each lane in a km length
Rutting
In wheel path measured : No Rutting
by 3 m. Straight Edge.
Cracking : No Cracking
Deflection : Not more than
0.5mm characterlstlc deflection
to be determined as per IRC: 81
e. Other Nil
(iii) The new or strengthened rlgid pavement surface on completion
shall satlsfy the following st andards
ei vhl ane measured by BI : Not inore than 2000 . .
' I
. >
each lane in a kill len
--
?S
I
: No Cracks other t han shrinkage
cracks
t her distresses such as
: Nil
aling;raveling, spalling
edges
E$:.:
?+Design of structures
& %~ ~.
raI
The complete structure shall be designed to be safe against
collapse and to maintain at all times a n acceptable serviceability
level. These shal l be also designed to be durable to withstand the
deteriorating effects of climate ancl environment.
ii) All bridges shal l have independent superstructure for each
direction of travel. Culverts may have single or independent
structure. Width of median in structural portion shall be kept
same a s t hat in t he approaches.
iii)
In cases where niedian is kept open to sky, suitable provision
shall be made for retaining the earth likely to spill from median
portion of immediate embank~nent behind abut ment either by
extending t he abut ment wall or constructing a new retaining
wall. Care shal l also be taken to merge t he wing wall /return wall
and flooring of t he old bridge with that of the flew bridge.
iv) All bridges shal l provide for carriageway width as per section
4.5.5 below. Wherever specified in Schedule B, the superstructure
shall also provide for pedestrian footpath.
vice, if any, to be taken on t he structures shall be as
i n Schedule B of the Concession Agreement,,.,,_--,
/,~-
naire is encouraged to adopt ~>novai i k+at est .
r , : :
es i n design, construction and use of new materials.
: in all s ~ ~ c h cases Concessionaire shal ~, , _Submi t all
29
t
evant details' along-with guidelines and propriety literature
to be followed to IE for review and comments.
he concessionaire may choose any type of structure and
system. Design and layout of structures shall be
thetically pleasing to local environment.
I
ge superstructure, substructure and foundation may be of
n or reinforced concrete, pre-stressed concrete or steel-
concrete composite construction.
The following types of structures shall not be accepted
a) Drop in spans with halved joints (articulations)
b) Trestle type frames for substructures
iameter of' pipes for new pipe culverts shall be 1200
verts of diameter 900 mm ancl above, which are i n
sound condition and f~~nct i oni ng satisfactorily, may be retained
and extended.
culverts of diameter less t han 900 mm shall be
dismantled and reconstructed.
(iv) Minlinum depth of eiirth cushion over pipe including road crust
shall not be less than 1000 mm for new / reconstructed culverts.
I n case of existing sound and safe culverts a minimum cushion of
600 mm may be acceptable.
.4 Desigri Period
The design discharge shall be evaluated for flood of 50-year return
period for calculation of waterway and design of foundations.
..5 Width of structures
t
(a) The pipe I slab I box bridges 1 culverts shall have t he came
overall width as of t he approach road. Overall width of
these structures shal l be such that the outer iace of'
railingtparapet shall be in line with the outer edge of the
shoulder. The median side inner edge of the safety
barrierlkerb shall be a t a minimum distance of 500 h m
from the edge of t he carriageway.
(b)
All other new bridges shall be constructed to accommodate
for six lane carriageway. In case existing bridge i s
retained, as mentioned below, for traffic in one direction, a
new three lane bridge shall be constructed for plying of
traffic in other direction. Width of bridge shall be increased
to provide for additional lane in urbanlbuilt up ar eas i n
accordance with section 4.2.9 e (ii) above. Width of
iminediate approaches shall be adjusted to provide smooth
transition from approaches to bridge.
ii) Existing culverts and bridges:
The pipe / sl.ab 1 box bridges i culverts shall be widened
preferably on the outer side so as to make the deck width same as
specified in sub-section 4.5.5 (i) above. The briclges having 2-lane
carriageway and deep foundations, T-beam or box type
superstructure, which are difficult to widen may be retained and
proper transition between approach and bridge shall' be provided
with the help of crash barriers. The wearing coat, damaged
bearings and rubberized component of expansion joints older t han
15 years shall be replaced befbre commissioning of t he Project
.e bridges ar e constructecl with footpath as pel.
. .~ ,~.
eiiified in Schedule B, cross section ~f ' i mn i d i a t e
i
11 have extra width and provide for f p a t , w j
i_/ ' . ,..,...
5 l
.~~
f
loading and shrresses
design loads shall be as per IRC: 6 appropriate for the width
of carriageway, type and properties of st ream, location, altitude,
etc.
I n Seismic Zones IV & V, necessary precautions against
I
dislodgement of superstructure shall be t aken by provision of
reaction blocks or other type of seismic arrest ers and increased
width of pierlabutment cap.
alysis and design of structures
11 st ruct ures and their individual components shall be analysed and
designed a s per I RC: ~, IRC:lS, IRC:21, IRC:22, IRC:24, IRC:40, IRC:78
and IRC:83 (all parts) depending upon the type of structure 1 individual
component proposed t o be provided. The minimum cross sectional
dimensions of each component shall be provided so a s to satisfy the
requirements specified in relevant IRC Code. The design shall take into
account long t erm durability, serviceability, constructability,
construction methodology and environmental factors. All river training
and protection works shall be designed in accordance with IRC: l
.6 Ear t h Retaining Structures
.6.1 The concessionaire may adopt any type of ear t h retaining structure
keeping in view t he site conditions. The type of earth retaining
st ruct ure shal l be aesthetically pleasing and compatible with the
adjoining structures. Earth retaining structures shall be designed for
lateral ear t h pressure including inclined surcharge and hydrostatic
pressure, if any.
4.6.2 If t he retaining structure is a reinforced eart h system, t he basic design
ed by the system pro\iider and t he design shailconfor~n ..
T
respect of limit state of. collapse and i er vi ~eabi l i t ~.
I;.: %/ :!
ign calculations and drawings sho i. u d :: ,. , . ,, , , ; +
.: !,<..
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:2
t
rovernent, foundation, facia, reinforcement, drainage, fi-iction dabs,
drainage system such as surface and sub-surface
ai nage for pavement, median, shoulder, high embankment shall be
rri ed out in accordance with IRC: SP: 42 and IRC: SP: 50. Surface
noff from the main highway, embankn~ent sl opesand the service
scharged through longitudinal drains, which shall be
designed for adequate cross section, bed slopes, invert levels and t he
outfalls. If necessary, the walls of t he drains shall be designed to retain
t he adjoining earth. Where drains are required to be the covered, t he
cover of t he drain shall be designed for carrying the maximum expected
wheel load. The covered drains shal l be provided with iron gratings,
tthstand expected loading.
Safety barrier of rigid, flexible or semi rigid type, in accordance with
MOSRTH guidelines/circular shal l be provided at fbllowing locations:
(i) Where height of embankment i s 3 m or Inore,
(ii) Where embanklnent is retained by a retaining structure,
(iii) Where median is depressed, flushed or having the width less t han
4.5 m. The barriers shall be for both directions of travel,
. .
~.
,. .@.I- .
(iv) On valley side of highway i n mountainoils andsteep terrain.
k d . (v) Between maln carnageway and footpath in br~dges.
(vi) At hazardous locations identified in scheduIe B or through safety
shall be designed for projected peak hour traffi
t al number of toll booths and l anes shall be such as t
-
5 . ;
r
vice time of not wore than 10 seconds per vehicle at peak flow
egar dl e~s of methodology adopted for fee collection. For purpose of
uidance following parameters are suggested as a capacity of individual
lane for design purpose:
240 veh/hour
(Automatic vehicle identification but manual
1
money transanction)
Automatic toll l anes 360 vehlhour
(Automatic vehicle identification and money
transanction - smar t card)
(iii) Electronic toll collection (ETC lanes) 1200 vehlhour
(Toll collection through on board unit and no
stoppage of vehicles)
Two toll lanes i n each direction of travel shall be provided with the
system of payment through smart card and their configuration would
be such t hat one l ane in each direction could be upgraded in future to
t he system of Electronic Toll Collection (ETC). The implementation of
ETC will be t reat ed a s change of' scope when concessionaire would be
asked to provide for t he same. Not less t han 2 middle toll lanes shall be
capable of being used as reversible lane to meet t he denland of tidal
- 3 The width of each toll lane shall be 3.2 meters, except for the lane for
over dimensional vehicles, where it shall be 4.5 m.
4 Between each toll l ane of the toll plaza, traffic islands are required to
accommodate toll booth. These islands shal l be of minimum 25 m
length and 1.8 m width. Protective barriers of reinforced concrete shall
be placed at t he front of each island t o prevent out of control
g ii1t.o the toll booth. They would be
-'I->,
' %,
.5.'I'oll booth shall be placed at the centre of each traffic islan'd'with
k :~'! ions to accommodate toll collector's desk for toll equip nt guch
.i
console, video screen, card reader, nat.e& coin
54
8 -
I
torage, telephone and environmental control system. The toll bo~t h
all have large glass window to provide t he toll collector with good
isibility of approaching vehicles. The bottolri of the toll window should
be placed a t such a height (0.9 m) above g. r o~~nd level so as to provide
onvenience of operation. The Toll booths shall be ergonomically
esigned and vandal proof. There shall be CCTV camera installqd at
or t he movement between toll office and toll booth of each toll lane, an
underground tunnel across all toll l anes shall be provided. Its
dimension would be sufficient to accommodate the required
wiringtcable system and for convenient movement of personnel. It
should also be provided with lighting and ventilation system so t hat the
movement i s convenient.
The ar ea of toll plaza covering t he flared portion shall be provided with
concrete pavement. All the toll lanes and toll booths shall be covered
with a canopy. The canopy shalL be wide enough to provide weather
protection t o toll operators, drivers and facilities. The canopy shall be
of' aesthetically pleasing design with cylindrical support columris
located a t traffic island so that there is no restriction on visibility and
traffic movement. The vertical clearance shal l be as prescribed in this
.9.8 The toll plaza shall have lighting system t,o provide visibility to drivers
for t he use of facility especially to access t he correct sqrvice lane and
also to t he toll collector. Indian St andard IS: I944 shall be followed.
The ~ n i n i ~ n u ~ n requirement of illumination on t he road surface of 30 lux
shall be ensured. This would be done by providing high-mast lighting
(minimum 25 nl height), lighting a t canopy, and lighting inside toll
booths.' ' St r eet lighting shall also be provided on both side approaches
a minimum length of 500 met res on each ,side: Power
e from public power supply system ,but stand .by
f the capacity to supply t he required
3s
t
he toll plaza shall be pl'ovided with surface and sub surface drainage
ystein so t hat all t he storm water is drained off efficiently and no
*onding or stagnation of water takes place at any area of t he toll plaza.
Toll Plaza shall have fire fighting equipment including smoke
detectors and aut o visual alarm system as per section 4.17.1 of National
uilding Code so t hat t he personnel working i n t he complex and 'the
ffice are not subjected to hazardous situation due to fire.
.The semi automatic toll collection system shall be equipped in each
entry lane with a vehicle detector for counting t he number of vehicles
nd their axle number and for identification of t he category of vehicle.
he system shall also have a ticket issuing machine for issue of the
tickets for user fee a t t he press of a button on a touch panel and entry
lane controller for controlling the equipment of t he entry l ane and for
sending the dat a to t he dat a processing equipment a t toll plaza office.
Each toll lane shal l . have electronically operated booin barrier along
with synchronised system for traffic lights.
.12 The smart card system would comprise t he system for vehicle
identification, barrier and synchronize traffic light and payment
through smart casd. The smart card would comprise readerlwriter
conforming to I S 0 Standards: 1443-A sealed to a National Electrical
Manufacturers Association (NE'MA) for Ingress Protection (IP) - 65
j
having transmission frequency of 13.56 MHz.
.9.13 The Electronic Toll Collection system shall consist of an on board unit
fitted on a vehicle and an antenna to receive communication for
identification of i t s code and other stored dat a and a system for
transmitting the dat a from the on board unit to t he reader and from
reader to the customer information management system.
location shall also be provided with system for checking and
overloading of vehicles a t toll\laza. For this purpose, weigh
systems a t approaches to each toll lane ar e
Separate space for static weigh bridge and accommodati
1.
-- .- . .-
36
, .
a- y 9
&? %. . ,
I
loaded goods from overloaded vehicles shall be provided after the tall
barriers for each direction of travel.
..<>',
*,
b.15 Toll plaza shal l have a separate off~ce b~ul di ng so as to prov~de
!.>~
.
conlfortable office space for manager, cashier & other staff. There shall
' .
be separat e rooms for T.V. monitors, meetings, toilets, and for the sale
f..' i ' '
of passes, smar t cards, on board units and public interaction. ,The
(
:.
building shal l have a strong room for keeping t he money and a garage
.. . .
: :
to accommodate t he security van (during operation of loading the
gj .'
collected revenue). There shall be parking space in t he same campus
+IT. '
S.~~
i? for vehicles for t he staff and workers and other vehicles engaged in the
i--
. .
operation of t he Project Highway,
@;r.
5r4.9.16 The toll plaza shall have toll audit system and fraud protection
measures. The operations for toll collection, supervision, auditing and
money handling shall be done through t he qualified personnel with
numbers so t hat each operation is efficiently handled.
9.17 Suggestive lay out of toll plaza showing t he service lanes, office space,
parki ng space, weigh bridges is given in fig. 4.1A and t hat for toll booth
. .
i n fig. 4.1B:
-
4.10 Operation and Maintenance Centre
f
4.10.1 There shall be operation and maintenance cent rek) either a t the toll
h
plaza (s) or a t any other location along t he highway as identified by the
concessionaire. The land for the same shall be acquired by the
concessionaire a t his cost and risk. The operation and maintenance
centre would have following minimum facilities:
(i) Main control centre and Administrative block
(ii! _-..Equipment for operation and maintenance and storage space for
,/-
,
, . . them.
*,. ~:
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$,.: :: (v) General garage and repair shop -
b2 ~ :~
> 7
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(vi) Testing l abor at qy
(vii) Parking space for niinimt1111 4 no. of large vehicles and for other
expected vehicle clur.ing peak hours including those for working
staff and visitors
.10.2 All building works shall be designed to meet t he functional
requirements and shall be compatible with regional architectrre and
micro climate. Locally available materials shall be given preference but
not a t the cost of construction quality.
.10.3 The circulation roads and parking spaces in the O&M centre shall be
paved to withstand vehicle loads and forces due to frequent acceleration
and deceleration of vehicles. Parking bays / lots shall have proper cross
slope and drainage. The marking of the parking bays shall be a s per
TRC: 35 to demarcate parking and circulation space. Parking lots shall
have illumination a s provided in IS: 1944 (Parts I and 11).
4.10.4 The whole campus of operation and maintenance centre shall have
system for security with safe entry and exit.
4.11 Traffic Signs
Unless otherwise provided i n this Manual, road signs shall be provided
i n accordance with IRC: 67.
4.11.1 There shall be corresponding road n~arltings with stop signs, give way
signs, merging or diverging traffic signs, lane closed signs, road
narrowing signs, slip roads/ diversion signs, compulsory keep leftlright
signs, or any other signs as per IRC-67 andlor as reviewed by IE.
4.11.2 Wherever Project Highway alignment is on a curve, there shall be an
advance cautionary si gns for sharp curves (depending whether i t is on
,...
, left or right) and chevron signs (rectangular in dimension with traffic
yellow background and black arrow) at the outer edge of the curve. The
. r, - -
&?for the curve ahead part i cul arb in mountainoui art-errain ..: .>-
be accompanied with chevron signs a t t he
curve. and approl~riate delineation.
r
.3 Roads signs such a s chevron, overhead etc. not covered by IRC-67 wikl
be as given i n t hi s document would be a s per BISIUritish
StanclardIAASHTOIASTM.
1.4 All road signs shal l be with retro-reflective sheeting of high intensity
grade with encapsulated lens fixed over aluminum sub-strata as per
clause 801 of MOSRTH specification.
I
11.5 Kerb mounted signs shal l be supported on GI pipes. Overhead signs
shall be placed on a structurally sound gantry or cantilever structure
made of GI pipes. Its height, lateral clearance and installation shall be
as per MOST specifications. The pedestal supporting t he gantry or
cantilever st ruct ure of the overhead signs shall be flushed at the
ground level and i n no case shall protrude more t han 15 cm above
ground level.
4.11.6 It shall be ensured that any sign, signal or any other device erected for
traffic control, traffic guidance and/or traffic information shall not
obscure any other traffic sign and shall not carry any advertisement.
4.11.7 Each exit r amp shal l have signs mounted on posts indicating the name
of the place and t he important roadsit would lead to.
4.1 1.8 For toll plaza(s) advance direction signs shall be provided a t 1 km and
500 nl ahead of toll plaza. These signs ar e rectangular in shape,
bilingual, gantry, cantilever mounted as illustrated i n fig. 4.2 A and fig.
4.2 B. Wherever t he local language is other t han Hindi, local language
instead of Hindi shal l be used for sign at 500 m.
4.11.9 I t is necessary t hat user be informed ,before using t he road that a
section of National Highway is a Toll Road. Similarly the user be also
informed of t he end of t he Toll Road. Over head sign panels indicating
,'-
.that the toll road is ahead ancl that the toll road ends is illustrated in
fig. 4.2 D.
of flare of the toll plaza, a sign displayin
,,
Suggestive configuration is given ih, fig. 4. 3, The
colour of words a nd panels shall follow IRC: 67.
. ,f.2/
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3 Y
r
.11It shal l be ensured t hat any sign, signal or any other device erected
for traffic control, traffic guidance andlor traffic information shall not
obscure any other traffic sign.
.12 Pavement Marking
~ 2 . 1 Pavement markings on t he Project Highway shall be in accorqance
with IRC: 35. These markings shall be applied to road centre line, edge
line, continuity line, stop line, give way .lines, diagonallchevron
markings, zebra crossing and a t parking areas by mean of an approved
self propelled machine which has a satisfactory cut off value capable of
applying broken line automatically.
4.12.2 Road markings shall be of hot applied thermoplastic paints with
reflectorising glass beads as per relevant clauses of Section 803 of
MOST specifications.
4.12.3 At toll plaza, transverse bar lines be used across the flared approach to
toll gate to reduce the speed of approaching traffic. The width of these
lines shal l be 300 mm and details as given i n fig.
4.12.4 Concessionaire shall ensure t hat a det ai l edpl an scheme and plan for
traffic signs and pavement markings covering all length and features of
Project Highway shall be prepared and submitted to IE for review and
comment.
/
4.13.1 Project Mlghway shall have Rest Area(s) planned such that they are
spaced a t the intervals of 90 minutes to one hour of driving time
between two important citiesltowns. They would not be located
between 5 km of a town or city or near interchange where entrance and
ps could cause weaving conflict.
./T--
. .
shall be planned to cayer for traffic m&ng in ,'t? t h
uch that there is no need for the vehicles on one carriage&+ : 9, y
../
er to the other carriageway. The entry to Rest ArenCs)-,%ould
2 40
t
be through deceleration l ane and exit through acceleration l ane. The;
minimum width of these l anes shall be 5.5 m.
13.3 Rest Area(s) shall be designed f or the expected peak hour long term
clientage and shall provide facilities for parking, restaurant, cafeteria,
toilets, telephone and shops for selling items normally required for
traveling, fuel and garage for minor repair, telephone, first aid. , The
parking should include parki ng for expected peak hour truck traffic and
cafeteria suitable for fulfilling t he neecl for Indian truck drivers and
shall be paved by CC blocks strong enough to withstand expected
loadings. The whole area shal l be elaborately landscaped to provide a
pleasing environment. A suggestive lay out is given in fig. 4.5. This
can be modified to accommodate location specific requirements.
4.13.4 At locations along the Project Highway where some existing eateries
(Dhaba) or other informal r est areas are located, they shall be
separated from the main highway with separation island and safe entry
and exit to these establishment ancl parking spaces for expected peak
hour vehicles shall be provided with proper signs and markings.
4.14 Pick Up Bus Stops
4.14.1 Pick up Bus Stops shall be designed as defined i n schedule C or as per
the actual peak hour demand a t identified location(s). However, the
actual location shall be decided based on the general principles of
location given in' IRC: 80. Bus stops shall be provided on both sides of
the Project Highway for either direction of travel so as to minimize the
need for the crossing by commuters. The bus stop lay out shal l provide
safe entry and exit of buses from the Project Highway and safe
, 4 * e a x p f .. .. passengers. The shelter structure shall be aesthetically
./..?.,. ; . . . -..
i + lea ;.j ng, structurally safe and functional so as to protect th' e-q%iting
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, ., j '.,.:?',
7 ?::ipa'ssengers adequately from sun, rains etc.
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4 . 1 4 b ~ h i . bds' bk) and shelter shal l be designed to provide f o r and
A,./'
convenient use by physically challenged passenger as well.
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4.3 I n rural areas t he bus sh6lter shall be located a t least 1.0 m away from
t he edge of the bus bay which shall be typically 30 m long. The plinth
height of t he bus stop shall be 0.3 rn Prom the bus bay level and shall be
2 risers high. The minimum ceiling height of t he structure shall be 2.1
m and t he height of seating shall be 0.4 m from floor level.
4.4 The bus bay shal l have length to accommodate t he expected fio. of
buses i n t he peak time. The length and lay out shal l be based on those
given i n IRC: 80 considered suitably modified for four lane dual
carriageway highway. I t shall be paved with pre-cast cement concrete
(M-40) Blocks. The area of the bus stop used by pedestrians shall also
be paved wi t h pre-cast concrete blocks.
4.14.5 The barrier fences /pedestrian safety guard rails shall be erected
between t he bus loading area and the through lanes to prevent
pedestrian crossings.
4.14.6 Pick up Bus Stop would be provided with litter bins. These would be
simple i n shape and their colour and finish shall make them
conspicuous. Litter bin shall be post-mounted and/or swivel type. The
mounting and fixing components shall be robust. The bi n shall have.
' ..
drainage holes for periqdic flushing. It shall also be theft, vandal-and
fire-proof. I t shall be resistant to wear and t ear, and t he material and
I
design shall be such as to require mi n~i nal maintenance
I
4.15 Pedestrian crossing facility
The Project Highway shall be provlded with safe crosslng faclllties for
I
t he pedestrians These shall be only at identified l ocat l o~~s such as part
I
of at-grade intersections, pedestrian /vehicular underpasses ( ~ n
e with section 2.2.4). Pedestrian safety guardrail shall be
to guide the pedestrian to the selected c r o s s i n ~ 7 ~ ~ f ' i e d
. For this purpose some of the Jolnrnon locations coul d, ~. bus
.: t
other such locations with a possibility of peoples congrk&ion .. .
!. .;/
ere t he pedestrian safety guardrail be provide'd-'+ii, to the
nearest at -grade intersection or sub-way. The design of these facilities
f
shal l be in accordance with 1KC:103. At t he crossing points drop in t hq
curve shall be provided to facilitate crossing of physically challenge
users. Similarly, the gaps in the channeliser shall be provided so a s to
avoid t he need for frequent climbing and getting down from t he
channelisers.
t
.16 Hi ghway Landscaping
4.16.1 Tr ees shall be planted i n rows and on either side of the Project
Hi ghway with. a staggered pitch a s per IRC: SP: 21. A range of 10-15 m
c/c is recommended' for spacing of t rees (parallel to the road). Setback
di st ance of trees in different situations shall be as per IRC: SP: 21 and
IRC: 66. The distance between t he kerb, if any, and the nearest edge of
t r ee t runk shall be at least 2 m. The plantation in median shall
comprise shrubs whose height would normally not exceed 1-1.5 m and
shal l be as per IRC SP: 21.
4.16.2 The scheme for landscaping shall be par t of the overall Environmental
iVfitigation Plan (EMP) as spelt out i n Schedule C. I n case of a
di.screpancy between the spacing for trees to be planted parallel t ot he
r oad as specified in the IRC st andar ds and the EIA,Report, the lesser of
t he two distances shall be adopted.
I
1
4.16.3 For safe traffic operation, vertical clearance between the crown of t he
!: .
carriageway and lowest part of t he overhang of the tree available across
t he roadway shall conform to the st andards laid down in IRC: SP: 21.
The pit size, fencing, watering and manuring requirements shall also
conforln to the above standard. Pl ant i ng shall be such t hat i t doe's not
obst ruct t he visibility of traffic from any side and shall be pleasing i n
appearance.
Hoarding:
I
hoarding shal l be allowed to be erected on t ~ < -
r
.18 Advanced Traffic ~ a n a ~ e m c n t Systems (ATMS):
18.1 A real time system working round t he clock shall be established for
infhrming t he road users of the road, traffic. and weather conditions on
t he Project Highway; for making interventions as required for smooth,
safe and efficient traffic operation; and for providing rescue and relief to
t he users i n distress. The system shall be capable of (i) acquisitidn of
dat a from various sources such as t he road, t he users, the maintenance
ancl operation patrol, t he ambulance, and t he intervention team (ii)
t hr ee way communication between t he dat a source and a Central
Control Room, the Control Room and t he dat a sources and display
uni t s, and between t he maintenance and operation teams, through a
transmission system, and (iid A Central Control Room to process all
dat a and control the highway operation.
4.15.2 The systems and equipment of ATMS shal l meet the following main
climatic and environmental requirement a s specified in IS-9000
(i)
Temperature Range of Operation - Low of 0" Celsius (* 3" C) to
high of 60" Ce!sius (2 2" C)
(ii) Relative Humidity of 95%
(iii) Vibration Frequency Range of 10 Hz - 55 Hz.
4.18.3 Dat a acquisition system: This shall consist of (a) Automatic Traffic
Counter and Classifier (ATCC), with a n in-road loop detectors and
treadles. (b) Video cameras installed on road with such pan and tilts
t hat a length of 2 km road is captured for video monitoring of traffic, (c)
Emergency Call Boxes installed a t every 2 km to enable any user to be
i nst ant l y i n contact with the Control Room, (d) Meteorological sensors
t
for capturing data on temperature, weat her, wind, (e) Mobile r ad~os for
I
patrol vehcl es and ambulances to be i n communication with Central
, ,
\ - \ ~
Contro ,Room.and among themselves.
&- , ' .
i
4.18. Er n&r ge~cy, call boxes (ECBs! with lgud speaker,
c t i v a t i ~ ~ b u t t o n with LED indicating conversation, shall hphotIqed,,iL
t \.. , :
%,, :. , 1 ;.,,'
"-,nix
%&~E+oof casing and operate in full to play mode in noise level of a v
up t o 95 decibels with in built diagnostic features for automatic
--w 44
B -52
t
detection i n case of damage by any object. Mobile communication ,:
system shall comprise t he mobile radio base stations and control centre
equipments. It shal l have provision for mounted mobile set on
ambulances, trains & patrolling vehicles. The system shall have the
facllity to connect mobile to mobile, mobile to controller, and controller
to mobile along with t he systems for waiting, holding, and transger of
calls. The system shal l use a pair of frequencies to be allotted to the
concessionaire with t he approval of wireless planning & coordination
(wPc), Deptt. of Telecommunications and shall operate for full duplex
mode.
.5 The design for t he Variable Message Signs (VMS) will be modular with
sign panels using LEDs / High-Galn Trans-Reflective LCDs for outdoor
ambient lights. The sign panel should be such t hat a display is legible
from a distance of about 200 m. For this purpose, panels shall have
minimum dimensions of 3m length x 1.8 m depth. The minimum height
of the characters shall be 300 mm. The contrast ratio shall be more
than 30 perpendicular to t he bold face and more t han 10 a t an angle of
* 70 degrees to t he perpendicular. The equipment shall be capable of
storing minimum 10 frames t hat can be triggered on receiving t he tele-
command. The sign panels shall be installed on the structure in such a
manner t hat they are aesthetically pleasing and can withstand wind
pressures. The equipment shall be capable of storing minimum semi-
duplex mode and other known forces. The mininlum ver:tical clearance
available at VMSs shall be 5.5 m from the road surface. Power supply
shall be fed from t he integrator locations.
4.18.6 The meteorological sensors shall comprise thermocouple fpyrometer.
, ... .
r;.:. ......'
, umiditp.,meter, anemometer , visibility meter and sensor for
/;. ' .,..
, . ,,.,
. .
I :
mea irtn&pavement surface temperature. They shall be installed on n
i .
'
:? ,
-single pole with a specific attachment and power supply fed
~nt egmt or.
They shall have the facility to communicate on PoIY
~nsui i t ed Jelly Filled copper cables (PIJF) /Optical Fibre Ca
--
45
.7 The Automatic 'l'raffic Cotthter-cum-Classifier (ATCC) shall be capable
of detecting ancl. recording all categories of vehicles plying on the
I'roject Highway based on their length and no. of axles. The system
shall be robust and capable of operating wl t h minimum maintenance
and may be either piezo-electric or infrared. It should have minimum
accuracy level of 99%. The logic units shal l be microprocessor based.
The syst em should be able to record and st ore vehicle data for a period
of a t l east two weeks with a Daily Traffic Volume of LIP to 1,00,000
vehicles. The system shall have compatibility to transfer the data on
PIJFlOptical Fibre Cableiby using any of t he available communication
mode like GSM (Global System for Mobile Communications) I GPRS
(General Packet Radio Service), landline moclem, CDMA (Code Division
Multiple Access) depending upon t he effective and economic operation
of t he part i cul ar mode available a t t he site. The system shall be
electric/solar power operated depending upon t he availability of source.
.8 The Closed Circuit Television (CCTV) Surveillance shall comprise
video camer a, i t s housing and pan, and Tilt Zeads. The video camera
shall be mount ed at a height so a s t o cover t he target length of highway
and t he houslng shali be able to withstand adverse weather condit~ons.
It shal l have a 360 degree angular travel in t he horizontal plane and a
tllt of YO degrees down from 0 degrees horizontal. It shall have zoom
1.
lens wi t h minmlum power of 30 X, aut o lrls and infrared filter, infrared
compatibility for night operation and rernotely selectable operating
modes. It shall havt. compatibility with co-axial cableloptical fibre
cable.
4.18.9-% mai n control centre shall be designed for round-the-clock
/ ; . . ; : : ,. . . >. ,
qperatlohs of monitoring, on-line inforination acquisition and processing
v e .fbr decision making. The Main Control Centre shall have
equi pment of central computer, call cqntre.
'"'.\.. t~nint&-iupted power supply (UPS) , counsel
, -
joy sticks, rack accommodation, large
..
general office coi np~~t er with inonitor, printer, fax and
w---
46
a-57
I
telephone. The system shall also have Network Management system ;
(NMS) or real-time monitoring of Emergency Call Boxes (ECBs) and
network diagnostics
18.10Transmiss~on System: Thi s shall consist of a backbone Optical Fiber
Transmission system, cable system, interface system, network
management system, repeater1 amplification system, and power sppply
system. There shal l be 3 or 4 sub-centres (as appropriate) housing all
the interface equipment apar t froin the Control Centre, provided with,
as appropriate, cables, interface, terminals (such a s optical line
terminals and interface, network 'management system equipment,
optical fiber cable interface equipment and control centre interface
eq~~i pment , dat a acquisition system interface, etc). The cables from
ECBs, VMS, meteorological data systems, ATCC shal l be Polythene
Insulated Jelly filled (PIJF) copper cables and those from CCTV
cameras shall be coaxial cables. Repeaters1 amplifiers shal l be used to
maintain t he quality of signals. All the cables shall have a t least 20 %
spare capacity t o allow for expansion. The interface system shall be
capable of handllng t he con~posite audlo, video and dat a slgnals at
vanous Interface levels and process them.
18.11Central Control Room (Control Centre) The Central Control Room
(CCR) shall be t he repository of all the data acqnlred from t he field and
their processing, storing, and archiving. All t he illformation for real
time monitoring of t he Project Highway shall be generated a t the CCR
and the relevant information shall be disseminated to t he users
through Variable message signs, and to the operation and management
teams through mobile radio communication system for appropriate
, . . . -,
/;,'intervention. Another important function to be performed at , the
tre shal l be t he operation and management of the . .. ATMS
.."
..
with i t s various sub systems.
. );
: >
. -
- , ,
$hail have t he following nlinimum equipment, hardware: . . . ~ -i$d
: i
.: , . , ,'
.\"&
f
(1) A Central Conlputer Sr ver with integrated ATMS and HTMS
software
(2)
A Traffic Manager's Terminal for opei.ation of the integrated
traffic management system
(3) Call system equipment comprising Operator PC along with sub-
systems and digital voice recorder.
t
(4) Mobile radio terminal comprising Operator P C and engineering
terminal
(5)
Computers for Network Management Syst em (NMS) for Fiber
Optic Communication System.
( 6) CCTV Console Equipment
(7)
Computers for VMS, AVCC, MET, TrafTic Control
(8) A large size screen
(9) A line Pr i nt er
(10) An Office Computer
( 1 1) A Power Supply and back up system
4.18.12Dissemination of information: Inforrnation generated at the Control
. .
Centre shal l be disseminated i nt he following manner:
(a)
To t he users: By displays on the Variable. Message signs, via
internet web pages, and by creating a node a t the way side
amenities to display the relevant informatioll.
(b)
To t he Operation and maintenance teatlls: By mobile phones
(c)
To t he ambulances: By mobile phones
(dl
To t he Tr auma centres: Via ambulances
4.19 Highway patrol
unit(s) manned by at least two persons apart from the
uni t shall continuouslg patrol t he
0 krn and shall remain in costact
basis. The patrol shall render
sabled vehicles through own
! -./
-
from assistance from Control Room, Crane operat ors or ambulance as
- 4"
J3-s-6
required. The patrol shall promptly clear the road of any obstruction.
Where t he obstructions take time to be cleared, the section shall be
cordoned off by placing traffic cones, which shall be illunlinated during
ni ght . The patrol vehicle shall be large enough for seating at least four
personnel besides the driver and space to carry essential traffic
management and safety tools. It shall also have a Light on its top afid a
si r en on board. It shall be equipped with traffic cones and other
accessories for traffic control which a r e f ~ ~ l l y visible during night time:
Ambulance(s) manned by a t least two trained paramedics shall be
available on the Project Highway so t hat t he response time is not more
t han 10 minutes of call. Each ambulance shall be equipped with first
aid, life saving medical services and support system implements for
transporting the victims to the nearest t rauma hospitals, and providing
emergency medical aid during transportation of victims from accident
si t e t o t he nearest trauma hospital
Crane(s) shall be available within an hour of an incident to clear t he
disabled vehicle off t he carriageway.
All intervention teams colnprising patrol, ambulances and cranes shall
be i n communication with each ot.her and t he Control Room all the time
and shall intervene within the stipulated time.
Li t i ng system
Bt" '
on the railings of bridges, structures ski2
a uniform illumination of 40 lux is avail9
e.
. .- "Fe
tghts in the interchange area shall illumin@&,&he
<,, ,
. , ;:. 2 2
".,. ''
intensity of 40 lux.
...-
I
All entry and exit r amp are& shall be uniformly illuminated with 40
l ux intensity
All underpasses shall be illtul~~inated wlth minimurn intensity of 30 lux.
4 Design Report and Drawings I
The concessionaire shal l furnish the detalled report lncludlng deslgns
and drawings for each component of the Project Highway such as
geometry, pavement, structures, drainage, barriers, protective works,
traffic control devices and other user facilities etc. as per the
requirements specified above to the IE for his review and comments, if
any. The drawings t o be submitted shall satisfy t he requirements
(including scale and t he size) specified in IRC: SP: 19 and IRC: SP: 54.
SECTION -5: MATERIALS
General:
Sourcing of all inaterials as well as compliance with ellvironn~ental
req~l i rement s under t he applicable laws in respect of all works to be
executed under t he Concession Agreement shall be the sole
responsibility of the concessionaire. , All materials, whether natural
( such as ear t h, gravel, sand, aggregates, etc), processed (such as
bituminous and concrete mixes), or manufactured (such as cement,
steel, bitumen, etc) shall be incorporated in t he work only if they are
tested and found to meet the requirements of t hi s Manual or, in the
absence of any provision in this Manual, conform to the best industry
practice.
Nat ural mat eri al s
Physical requirements of earth, gravel, sand, and aggregates shall
conforia to t he requirements of the provisions of those c!auses of MOST
specifications as are relevant to the intended use of the materials.
Natural aggregates when crushed and blended for various uses,
different size fractions shall be proportioned to form grading
conforl ~~i ng to those clauses of t he IVIOST specifications as are relevant
to the i nt ended use of the material. Where clauses of t he Specifications
provide more t han one option, the option which provides the closest
grading shal l be provided.
Processed mat eri al s
Flv ash: Fly as h to be used in embankment construction shall meet the
in IRC: SP: 58.
Concrete mixes, plain or reinforced,
. ,
@sign mixes, clesigned in accordance with t he provisions of
, - ~, . ' /
. , . , . .
C&&$e bf y 2 0 grade or higher shall be used for the pr.oi&~:&&!i,t for
.-
... -,..- #A'
leveling course i n founclation and dry lean concrete fur ('eluent concrete
--
s t
r
pavement where MI5 grade" concrete shall be used. Specific
requi rement s of the mixes (such a s workability, water cement ratio, use
of' admixtures, grades of cement and steel, rnininlum and maximum
cement content, ratios of 7 and 28 days strengths, etc) shall be as per
t hose provisions of MOST specifications as are relevant to the intended
us e of t he concrete mix.
I
Bi t umi nous mixes: Bituminous mixes shall be hot mix type and shall be
desi gned in accordance with Asphalt Institute Manual series MS 2 with
t h e ingredients of the mix (such a s aggregates, fillers, bitumen, etc)
conforming to the provisions of MOST specifications as relevant to t he
t ype of mix intended to be used.
Manufact ured materials
Cement : Ordinary Portland cement grades 33, 43 and 53 conforming to
IS: 269, IS: 8112, and IS: 12269 respectively shall be used subject to t he
condition t hat the design cement content does not exceed 540 kg per
cum and the minimum requirement of cement from durability
considerations ar e provided. Use of Portland slag cement or Port l and
pozzolana cement shall not be permissible for any structural concrete.
Ot he r grades of cement such a s Rapid hardening cement conforming to
IS: 8041 and Sulphate resistant cement confbrlning to IS: 12330 shall
be pernlissible in specific situations subject to the provisions of clause
1000 of MOST specifications.
Bi t umen: Paving grade bitumen conforming to IS: 73 shall be used.
Cr umb rubber modified bitumen (CRMR) and Polymer modified
bi t umen (PMB) conforming to IRC: SP: 53 shall be used.
,./., 5 '; 1 ',".>
e . S,.k
'-3
-;-Ifig]n qld Strength Deformed (HYSD) reinforcing bars of S 415
, , ,,
I
&i &dei , , . . . nformihg to IS: 1786 and High Tensile Strength pre-stressing
i g/~ 7 '>. .
endons conforming to IS: 6006 shal l be used.
e;>l
S
at hi ng, anchorages, void formers, bearings, expansion joints, id-
'h, \- '\. :,.:.?
t ext i l e and geo-grid, metallic strips, bars, grids for reinfoke- h,
met al beam crash barriers, prefabricated vertical drains, retro-
52
B-
reflective sheetings and road marking paints: These shall meet the
relevant provisions of t he MOST specifications, recommendations of the
system providers, manufacturers' Lestilrg and certification, and the
designers' design assumptions
Concesslonaire may use other construct~on materials for example
stabilized soil for which a detalled design procedure to be adopted shall
be f ~~r ni s hed to IE for review and comments.
SECTION -6: CONSTRUCTION
General
C o ~ l s t ~ ~ ~ c t i o n planning, technicli~es, tecl~nologies and equipment shall be
pl anned in a manner not to compromise on t he efficiency and safety of
t he existing highway. Efficient and safe operation of the existing
highway without reducing its capacity and safety shall be ensured
duri ng construction of the Project Highway. Construction shall meet
t he environmental safety norms, and ensur e safety of temporary and
per manent works,. safety of traffic, pedest ri an (if any) and workman
dur i ng construction, meet the access needs of t he population living close
by and shal l not cause any damage to t hei r property.
Construction specifications
Unless not specifically provided for i n t he MOST specifications,
construction of various components of t he Project Highway shall be
carried out i n accordance with these provisions of specifications to t he
ext ent t hey arerel evant . For avoidance of doubt, such provisions of the
specification a s r e l a t e t o approval froni Engineer, refer t o contract
drawings, provide for measurement for payment and unit rates, etc
which ar e generally applicable to i t em r at e contracts shall not be
considered relevant to this agreement. However, provisions relating to
mat eri al specifications, construction methods, equipnlent, processing of
materials, laying, compaction, testing, quality controliassurance, etc
shall be considered relevant to this agreement. The final decision wi t h
regarcl to which provisions are relevant and which are not, shall rest
wi t h DORTH keeping in view the comments of executing agency.
specification for any component of work is not
specifications, construcibon shall be carried ~ . . ~ out in
' , . . ,
specification, or best i ndust 6 practice . .j or
the manufactilrer or piovider of . i be
t ':. ', ...
' . . >
1Iii The concessionaire &aJ&j.$P&ill
-
B
1
responsible for :onstruction with regard to its adequacy, safety, and
6
durability regar:lless of any review and comments by the 1E. In case,
concessionaire chooses to adopt new material, technology and
construction mc:thodology, he shall first sample test the same to
demonstrate t hj t the proposed n~ntenaVtechnologylmethodology can be
successfully imy/lemenfed to achieve t he specified performance levels of
t he Project ~i g d wa y . These processes shall be subject to t he review and
comments of th IE.
1
All t he Ion equipment shall have the required capacity to meet
rements of works under the agreement and shall have
el ect ron~c and other controls, Manual or
automatic, as re uired for meeting t he construction requirements
P
Construction pl nning
i
construct n and logistics of movement of construction equipment.
+
(3) Arrange ent for movement of main llne traffic near construction
assessment of capac~t y and safety of the alternative
arrangem i nt. If capacity augmentation is necessary as per the
suggested measures to restore the original capacity
ighway on t he alternative
on activities affect the
movement of cross traffic,
1
t
(5)
A detaile plan for safe an&efficient rnovement of exlsting traffic
t hrough t e construction zones along wi t h required signs and
b
marki ngs for cautions and guidance.
6.4 Base Camp for onstruction
C
The concessiondire shall establish base camp(s) for t he construction of
Project Hl ghwa at the location from where construction sequences~and
processes can b efficiently performed. The l and for the base camp shall
be acquired by concessionaire at his cost and risk and its size shall
be such t ha t t accommodates the plants, equipment?., materials,
laboratories, of i ces, residences and space for movementlcirculation of
construction icleslmachinery. The space should also have space for
recreation facilities for t he staff and workers.
6.5 Tr af f ~c diversio
,. ~. 6.6 Access to pri va property
. / . :: . .a.
. i;
If existing acce s to private property is to be closed due to construction,
alternative ace ss shall be provided before construction is undertaken.
6.7 Cross road
is to be closed due to construction, alternative
facility shall be provided before construction is
'i
i
!
not be erected on the main h
i s to progress. S
-. --
!
-
56
i
!
I
B-6CI
I
e q ~ ~ i p me n t fbr rection of temporary or permanent work shall not be
allowed on t he main highway if the portion of the highway remains
urider use of main line traffic.
The concession ire shall be responsible for safe, workable design and
nlethodology all temporary forms, staging and centering required for
construction i n accordance with IRC: 87. I
Traffic manage ent during construction
i
In order to ensbre t hat t he construction activities do not disrupt t he
movement of t i e existing traffic, comprehensive traffic management
pl an shal l be dtawn up by t he concessionaire. Wherever construction
shal l be under aken, i t shall be declared a construction zone. The
I
l engt h of t he c nstruction zone shall be reasonable, neither too short
4
whi ch will put tpe traffic to frequent inconvenience nor too long, which
is difficult to rndnage.
Traffic i n const uction zones shall be managed in accordance with the
i
provisions of IR SP 55. A1 t r ansi t ~ons, ingress1 egress to and from the
i:
mai n highway, hall have proper and smooth geometry and traffic shall
be guided by signs, markings, delineation and other appropriate
means as recluiikd for safe and efficient operation
After construchbn is completed in a particular zone, i t shall be opened
for normal tion. Prior to the beginning of normal operation, those
as will not eventually form part of the Project
Highway shall e closed to prevent any movements not permitted under
4
e Project Highway.
enance of roads other t han P
1 be responsible for the m
ly used by him fbr carryin
ry for construction of the project highway.
w-. s7
I~
The level of i mprovement shall be"cornmensurate to t he requirements
?
for carrying t he expected traffic during construction period. These
roads shall also to be maintained by the concessionaire up to the level of
improvement carri ed out throughout the constructioll period and until
colnmissioning of t he Project Highway.
6.11 Social disruption I
The concessionaire shal l take all measures to mi t i gat e any disruptive
effects of construction such as noise and dust pollution, closure of local
accesses, i nt rusi on t o t he lives and business activities of the people,
1
$
threat to their property, or any other disruption. These measures shall
*.
be taken aft er due consultation with t he local people, local
administration and authority's local establishment.
SECTION -7: QUALITY ASSURANCE
At l east 2 weeks prior
ent of the work, tl
k ~
Concessionaire shall draw up a Quality Assurance Manual ( Q M)
i:
r
5;
covering the Quality System (QS), Quality Assurance Plan (QAP) and
I'
i;
documentation for all aspects of the bridge and road works as per IRC:
SP 47 and IRC: SP: 57 respectively and furnish to the IE for review and
comments. The quality assurance plan shall duly provide therein for
conducting tests on the quality of materials, construction of temporary
a n d permanent wdrks, and the finished works. He shall enable the IE
t o inspect the Quality Assurance Plan, t he test results, and witness t he
conduct of such tests. The IE shall, in his inspection report in
compliance with the provisions of clause 13.2 of the Concession
Agreement, bring out the non-conformities i n the tests and quality
f::
d:
~r.
procedures in his inspection report.
, :.
I' 7.2
The quality of materials and work shall meet the requirement of Clause
900 of MOST specifications to the extent relevant and applicable. The
decision w~ t h regard to the relevance and applicab~lity of the Clause
shal l rest with the IE. The quality of materials and work that arc not
p:
b: relevant to the MOST specifications shall meet the requirements of
ot her relevant standards t hat are followed for the work. Always
provided that manufacturer's testing and certification shall be essential
for the manufactured materi al s
- - - - - - - -
:ts and
,merit sl
lifying,
deficie
?all be
chang
ncies rc
carried
;ing t he
~qui
OUI
C2 u
red
; in
alit
as per Clause 13.2
the following 9 n n e
,.
. . .>.
.y Assurance ~l . &&a;
I :. ~1
r
(2) Replacing t he no11-conformini material by materials conforming.
to t he st andar ds by changing the material source, material
processing, construction equipment or technique before
incorporation of the material in work.
(3) I n case a nonconforming material has been incorporated in the
work, by removing the work to t heext ent of non-conformitiesland
replacing i t by a work meeting . t he . requirements of t he quality.
(4)
In case a work or any of its component exceeds the limits of
tolerances specified in the quality standards, by rectifying the
work and bringing it within the limits of tolerance.
Appendix D- 1
List of IRC Codes I St andards / Acts for RoadlBridge Works
IRC: 2 -1968 Route Marker Signs for National Highways (First Revision)
IRC: 3 -1983 Dimensions and weight. of Road Design vehicles. (First
Revision) I
IRC: 5 -1998 Standard Specification & Code of Practice for Road Bridges,
Section I - General Feat ures of ~ e s i ~ n (7th Revision)
IRC: 6 -2000 Standard Specifications & Code of Practice for Road
B~i dges, Section I1 - Loads and Stresses (Fourth ~evi si on)
IRC: 7 -1971 Recommended Practice for Numbering Bridges and
Culverts (First Revision)
IRC: 8 -1980 Type Designs for Highway Kilometre Stones (Second
Revision)
IRC: 9 -1972 Traffic Census on non urban roads (First Revision)
IRC: 10 -1961 Recommended Practice for Borrow pits for Road
Embanltments Constructed by Manual Operation
IRC: 15 -2002 Standard Specifications & Code of Practice for Construction
of Concrete Roads (Third Revision)
IRC: 16 -1989 Specificat,ion for Priming of Base course with Bituminous
Primers (First Revision)
IRC: 18 -2000 Design Criteria for Prestressed Concrete Road Bridges
(Post-Tensioned Concrete) (Third ltevision)
. - ~
IRC: 20 -1966 Reco~nmended Practice for Bituminous Penetration
Macadam (Full Grout)
IRC: 21 -2000 Standard Specifications and Code of Practice for Road
Bridges. Section-I11 Cement concrete (Plain and reinforced)
(Third revision)
IRC: 22 -1986 Standard Specifications and Code of Practice for Itoad
Bridges. Section:VI Composite Construction (First
Revision).
IRC: 24 -2001 Standard Specifications and Code of Practice for Itoad
Bridges. Section-V Steel Road Bridges (First Revision)
IRC: 26 -1967 Type Design for 200-Metre Stones
IRC: 30 -~B(s.$ Standard Letters and Nu~ner al s of Different Heights fol
,;$fJse on I-Iighway Signs
IRC: ' 32 $7'31 tandard fur Vertical and iiarizontal Clearances of
:
. : ! ..-s . - verhead Electric Power and Telecommunication~&ines as
> \
. - ;.. .
elated t.o Roads
. . . -1.
IRC:~' 33 - 1 ~ 6 ~ 9 ~ t a n d a r d procedure fur evaluation and coidiiion suyg ys of
.. : #.~. :
. ~..,
stabilised soil roads.
i '+; 'L
a;.;..
~.:~.:
- -... -
area.
-
I
IRC: 34 -1970 Recommendations for road co~~st ruct i on t y. - . ~~t pf oggecl
-!P.- 6 1
I
List of IRC Codes / St andar ds I A& for RoadlBridge Works
Ifi C: 35 -1997 Code of Practice for Koad Markings (with Paints) (First
Revision)
a ~ l ~ c e fbr Construction of Eart h Il t C: 36 -1970 Recommended Pr. . - '
Embankments for Koad Worlts
I :
37 -2001 Guidelines for t he Design of Flexible Pavements (Second
~evi si on) I
IRC:
38 -1958 Guidelines for Design of Horizontal Curves for Highways
and Design Tables (First Revision)
IRC: 40 -2002 Standard Specifications and Code of Practice for Road
Bridges, Section IV - Brick, Stone and Block Masonry
(Second Revision)
IRC:
41 -1997 Type designs for check barriers (First Revision)
IRC: 42 -1972 Proforma for record of test values of locally available
pavement constr,uction materials.
IRC: 45.-1972 Recommendations for Estimating the Resistance of Soil
Below t he Maximum Scour Level i n the Design of Well
Foundations of Bridges
IRC: 52 -2001 Recommendation about the alignment survey and geometric
design of hill roads. (Second Revision)
IRC:
54 -1974 Vertical Clearances a t Underpasses for Vehicular Traffic.
IRC: 56 -1974 Recommended Practice for Treatment of Embankment
Slopes for Erosion Control
IRC: 57 -1974 Recommended Practice for Sealing of Joints i n Concrete
Pavements
IRC: 58 -2002 ' ~ui del i nes for t he design of plain jointed Rigid pavements
for highways (Second Revision)
IRC: 59 -1976 Tentative Guidelines for the design of gap graded cement
concrete mixes for road pavements.
IRC: 61 -1976 Tentative Guidelines for the construction of Cement
Concrete Pavement s i n Hot Weather
IRC: 65 -1976 Recommended practice for traffic rotaries.
IRC: 67 -2001 Code of Practice for Road Signs (First Revision)
IRC: 69 -1977 Space St andards for Roads in Urban Areas
regulations and control of mixed traffic in
practice for preparition of notations.
ign standards for Tur al , (Non:.Urban)
'.
. ~ .
'...i
he Design of High ~mba nknj i nt s
L ,
4
IRC: 78 -2000 Standard Specifications and Code of Pr&tice fee.:> oad
Bridges. Section-VI1 Foundations & ~ub-stra%itj~~g:i(. &cond
Revision).
-. . - -
, ?
a7-5
,
r.
i.
IRC:
: IRC:
IRC:
IRC:
IRC:
IRC:
IRC:
IRC:
1H.C::
IRC:
IRC:
IRC:
IRC:
IRC:
IRC:
List of IRC Codes / Standards / Act s for RoadlBridge Works
79 -1981 Recom~nended Practice for Road Delineators
80 -1981 Type Designs for Pick-up Bits Stops on Rural (i.e., Non-
Urban) Highways
81 -1997 Tentative Guidelilles for Strengthelling of Flexible Road
Pavetnent Using Benkellnan Beam Deflection Technique
(First Revision) 1
83 -1999 St andard Specifications and Code of Practice for Road
Bridges. Section-IX
Bearings, Part-I: Metallic Bearings.
Bridges, (Part-11) Section-IX Bearings, Part-I1 :
Electrometric Bearings
Bridges, (Part-11) Section-IX Bearings, part-111 POT POT.
CUM-PTFE, PIN AND METALLIC GUIDE BEARINGS
84 -1983 Code of Practice for Curing of Cement Concrete Pavement
85 -1983 Recommended practice for accelerated strength testing and
evaluation of concrete for Road and Airfield Constructions.
86 -1983 Geometric Design Standards for Urban Roads i n Plains
87 -1984 Guidelines for the design and erection of false work for road
bridges.
88 -1984 Recoinmenclecl practice forlinle fly as h stabilised soil basel
sub base i n pavement construction.
89 -1997 Guidelines for Design & Construction of River Training &
Control Works for Road Bridges (Fi rst Revision)
91 -1985 Tentative guidelines for constrt~ction of cement concrete
pavement in cold weather.
92 -1985 Guidelines for the Design of Interch:~nges in Urban Areas
93 -1985 Guidelilles on Design and Installation of Road Traffic
Signals
98 -1997 Guidelines on Accommodation of Underground Utility
Services Along and Across Roads in Urban Area (First
Revision)
reinforced concrete
planning bypasses
for Pedestrian Facilities
' ,
for Environn~ental
-1988Handbook of Quality ~ i n t r o l for Construction of Roads
and Runways (Second Revision)
-2004 Guidelines for the Design of Small Bridges and Culverts.
-1973A Manual for the Application of the Critical Path Method
to Highway Project i n India
-1996Ribbon Developlnent Along Highways and its Prevention
-2004Guidelines for surface evenness of Highways Pavements
(First Revision) I
-1977Recommendations About Overlays on Cement Concrete
Pavements
- 1978 Manual for Highway Bridge Maintenance Inspection.
-2001 Manual for Survey, Investigation and Preparation of Road
Projects (First Revision)
-1979 Landscaping of Road
IRC: SP: 22 -1980Recommendations for t he Sizes for each Type of Road
Making Machinery to Cat er to the General Demand of
Road Works
IRC: SP: 23 -1983Vertical Curves for Highways
IRC: SP: 25 -1984Gopi and his Road Roller-Guidelines on Maintenance of
Road Roller
IRC: SP: 27 -1984Report Containing Recommendations of IRC Regional
Workshops on Highway Safety
IRC: SP: 32 -1988Road Safety for Children (5-12 Years Old)
IRC: SP: 33 -1989 Guidelines oii Supplenlental Measures for Desigii;
Detailing & Durabi l i t , ~ of Important Bridge Structures..
IRC: SP: 34 -1989 General Guidelines About t he Equipment for
IRC: SP: 35 -1990lnspection and Maintenance of Bridge.
IRC: SP: 37 -1991 Guidelines for Evaluation of Load Carrying Capacity of
Bridges
IRC: SP: 39 -1992Guidelines. on Bullr Bitumen Transportation & Storage
Equipment '
i
!
IRC: SP: 40 - 1993 Guidelines on techniques for strengthening and
rehabilitation of bridges.
IRC: SF: 41 -1994~ui del i nes on Design of At-Grade Intersections in Rur al &
Urban Areas
IRC: SP: 42 -1994 Guidelines on Road Drainage
I
IRC: SP: 44 -1994Highway Safety Code
I
TRC: SP: 46 -1997 Steel Fibre Reinforced Concrete For Pavements
<---, 1
IRC: SP: 47 -1998Guidelines on Quality System for
I
$/ Re/nforced, Prestressed and Cornposi
IRC: SF: 118 -1998HiF Road Manual
idelines on Urban Drainage
for Load Testing of Bridges
IRC: Reference Manual
-- - -. . - -- -
64
: 4
IRC: SP: 53 -2002Guidelines on Use of Polymer and rubber Modified
!,.
',,
Bitumen in Road Construction (First Revision)
IlZC: SP: 54 -1999Project Preparation Manual for Bridges
IRC: SP: 55 -2001Guidelines for Safety in Construction Zones
IRC: SP: 56 -2000Guidelines for Steel Pedestrian Bridges
IRC: SP: 57 -2001 Guiclelines for Quality Syste~rls for Road Constructio~l
IRC: SP: 58 -2001 Guidelinesffor Use of Fly ash in Road Embankments
IRC: SP: 59 -2002 Guidelines for Use of Geotextiles in Road Pavements hnd
Associated Works
IRC: SP: 60 -2002An Approach Document for Assessment of Remaining Life
of Concrete Bridges
Ministry of Surface Transport Publications
MORT&H Pocketbook for Bridge Engineers, 2000 (First Revision)
MORT&H Pocketbook for Highway Engineers, 2002 (Second Revision)
MORT&H Specifications for Road and Bridge Works, 2001 (Fourth Revision)
MOST ' Standard Plans for 3.0 m Span Reinforced Cement Concrete Solid
Slab Superstructure with and without Footpaths for Highways, 1991
MOST St andar d Pl ans for Highways Bridges R.C.C. T-Beam & Slab
Superstructure - Span from 10 nl to 24 m with 12 m width, 1991
MOST Standard Plans for Highway Bridges PSC Girder and RC Slab
Composite S.up.erstructure for 30 m Span with and without Footpaths, '35 rn
Span with Footpaths and 40 nl Span without Footpaths, 1991
MOST St andard Drawings for Road Bridges - R.C.C. Solid Slab
Superstructure (15* & 30* SKEW Span 4.0 m to 10.0 m (with and without
lTootpaths), 1992
MOST Type Designs for Intersections on National Highways, 1992
MOST Computer Aided Design System for High Embankment Problelns,
1993
MOST Addendum to Ministry' s Technical Circulars and Directives on
National Highways and Centrally Sponsored Road & Bridge Projects (hug. 88
to Dec. 92), 1993
MOST Standard Drawing for Road Bridges K.C.C. Solid Slab Superstructure
(22.5* SKEW) R.E. Span 4M to 10M (wit,h and without Footpath), 1996
MOST Addendum to Ministry' s Technical Circulars and Directives on
and Centrally Sponsored Road & Bridge Projects (Jan. 93
. . .
r Highway Bridges - Prestressed
- Volume -11
Circulars & Directives on
& Bridge Works Projects (Jan. 1
. .
1997)
-
65
j_
r
. MOST St andar d Pl ans for Single, 1)oublc: an6 TripIe Cell Box Culverts with
- ancl without Ea r t h Cushion
Manual for Safety i n Road Design
D/IORT&H Manual for Construction and Supervision of Bituminous Works,
BIS PUBLICATIONS I
IS: 1944 (Part -I & Code of Practice for lighting of Public thoroughfare: Part s
11) 1970 Land 2 For Main and secondary roads (Group-A and B)
(First revision) (Amendments No. 1 and 2) Parts - I and 2
i n one volume) (Amendments-2).
.
IS: 1944 (Part-V) Code of Practice for ~ i ~ h t i n ~ of Public Thoroughfares:
- -
1981 Par t s 5 Lighting for Grade separated junctions, Bridges
and Elevated roads (Group - D).
IS: 1944 (Part-VI) Code of Practice for lighting of Public thoroughfare: Part-6
1981 Lighting for Towns and city cent res and areas of civic
I~nport ance (Group-E).
ISilSO: 9000 St andards for quality' management systems.
IS: 10748 - 1995 Hot rolled steel for welded t ubes and pipes (First Revision)
NBC National Building Code
Part-111, NBC: Development Control rules and general buildlng
requirements.
Par t - I V, NBC: Fire Protection .. ~ . .
Part-VI, NBC: Structural Design
i Part-V111, NBC: Building Services
I
, .
Part.-IX, NBC: Plunlhing Services
,>"."."~~,,, ,#,,#..
sUywSlht bYed 10( ~r,tr\; rernl)I(, hivhr~:e?
1
&,q$ I.!I~TRY. OF SHIPF.ING ROAD TF*EISPORT 6. HIGH?Y.%\'S I
DEP.\RT~.,~ENT QF RO4C TRANSPORT& HIGHWYS Finurc: %I>.
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M I N l ~ ~ ~ y OF SHIPPING, ROAD 1-RANSPORT & HIGHWAYS
DEPARTMENT OF ROAD TRANSPORT & HIGW'AYS
DRiWlllGTlTLE
suggesiwc ~ a y c ~ ~ i for Enlry Ramplo High,k'r.sY
Figure: 2.10 -
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GEPARTtJiENT OF ROAC TRANSPORT 8 HIGHWAYS
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~.RINISTRY Cc SHIPPING. ROAD TRANSPORT & HIGHV'AYS
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ORAWING TITLE
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MINISTRY OF SHIPPING, ROAD TWSPORT 8 HIGHWAYS
DEPARTMENT OF ROAD TRANSPORT 8 HIGHWAYS F i v e : J 3.
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M~N~STRY OF SHIPPING. ROAD TWSPORTL HIGHWAYS
DEPARTMENT OF ROAD TRANSPORT 8 HIGHWAYS
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DEPARTMENT OF ROAD TRANSPORT 8 HIGHWAYS
-
I
SCHEDULE -E
(See Clause 4.1.3)
APPLICABLE PERMlTS
1 Applicable Permits
1.1 The Concessionaire shall obtain, as required under the Applicable Laws, the
following Applicable Permits on or before the Appointed Date, save and
except to the extent of a waiver granted by the Authority in accordance with
Clause 4.1.3 of the Agreement:
(a)
Permission of the State Government for extraction of boulders from
quany;
(b)
Permission of Village Panchayat and Pollution Control Board for
installation of crushers;
(c)
Licence for use of explosives;
(d) Permission of the State Government for drawing water from
river/reservoir;
(e)
Licence from Inspector of factories or other competent authority for
setting up Batching Plant;
(f)
Clearance of Pollution Control Board for setting up Batching Plant;
(g)
Clearance of Village Panchayats and Pollution Control Board for
Asphalt Plant;
(h)
Permission of Village Panchayat and State Government for borrow
earth;
(i)
Permission of State Govemment for cutting of trees; and
(i)
Any other permits or clearances required under Applicable Laws.
1.2 Applicable Permits, as required, relating to environmental protection and
conservation shall have been procured by the Authority as a Condition
Precedent.
Four Laning of Talegaon-Arnravati Section of NH-6 from km 100.000 to km
on DBFOT Basis
E-1
National Highways Aurhoriry of India Schedules
SCHEDULE -F
(See Clause 9.1)
PERFORMANCE SECURITY
The Chairman,
New Delhi
WHEREAS:
(A)
IRB Talegaon Amravati Tollway Private Limited (the "Concessionaire")
and the Chairman, National Highways Authority of India (the "Authority")
have entered into a Concession Agreement dated ..................... (the
"Agreement") whereby the Authority has agreed to the Concessionaire
undertaking Four-Laning of the Talegaon - Amravati section of National
Highway No. 6 from km 100.000 to km 166.725 in the State of
Maharashtra on design, build, finance, operate and transfer ("DBFOT")
basis, subject to and in accordance with the provisions of the Agreement.
(B)
The Agreement requires the Concessionaire to furnish a Performance
Security to the Authority in a sum of Rs. 28.35 Crores (Rupees Twenty
Eight Crores and Thirty Five Lakhs) (the "Guarantee Amount") as
security for due and faithful performance of its obligations, under and in
accordance with the Agreement, during the Construction Period (as defined
in the Agreement).
(C)
We, .. .............. ... .... through our Branch at ................. ..... (the
"Bank") have agreed to furnish this Bank Guarantee by way of Performance
Security.
NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably,
guarantees and affirms as follows:
1 . The Bank hereby unconditionally and irrevocably guarantees the due and
faithful performance of the Concessionaire's obligations during the
Construction Period, under and in accordance with the Agreement, and
agrees and undertakes to pay to the Authority, upon its mere first written
demand, and without any demur, reservation, recourse, contest or protest,
and without any reference to the Concessionaire, such sum or sums upto an
aggregate sum of the Guarantee Amount as the Authority shall claim,
without the Authority being required to prove or to show grounds or reasons
for itsaemqd and/or for the sum specified therein.
,-' .:. . ~ - ~.
2. /A letter from tht?+uthority, under the hand of an Officer not below
/$f Ge n e s Manager in th! National Highways Authority of India,
F$onces nalre has committed default in the due and faithful
.all or any of its obligations under and in accordance with
. .
@all be conclusive, final and binding on the Bank. The
j.
Four Laning of Talegaon-Arnravati Section ofNH-6 from km 100.000 lo km
166.725 (Length - krn 66.73) in the State of Maharashtra under NHDP Phase III
on DBFOT Basis
F- 1
that the Authority shall be the sole judge as to whether the Concessionaire is
in default in due and faithful performance of its obligations during the
Construction Period under the Agreement and its decision that the
Concessionaire is in default shall be final, and binding on the Bank,
notwithstanding any differences between the Authority and the
Concessionaire, or any dispute between them pending before any court,
tribunal, arbitrators or any other authority or body, or by the discharge of the
Concessionaire for any reason whatsoever.
3. In order to give effect to this Guarantee, the Authority shall be entitled to act
as if the Bank were the principal debtor and any change in the constitution of
the Concessionaire and/or the Bank, whether by their absorption with any
other body or corporation or otherwise, shall not in any way or manner affect
the liability or obligation of the Bank under this Guarantee.
4. It shall not be necessary, and the Bank hereby waives any necessity, for the
Authority to proceed against the Concessionaire before presenting to the
Bank its demand under this Guarantee.
5 . The Authority shall have the liberty, without affecting in any manner the
liability of the Bank under this Guarantee, to vary at any time, the terms and
conditions of the Agreement or to extend the time or period for the
compliance with, fulfilment and/ or performance of all or any of the
obligations of the Concessionaire contained in the Agreement or to postpone
for any time, and from time to time, any of the rights and powers exercisable
by the Authority against the Concessionaire, and either to enforce or forbear
from enforcing any of the terms and conditions contained in the Agreement
and/or the securities available to the Authority, and the Bank shall not be
released from its liability and obligation under these presents by any exercise
by the Authority of the liberty with reference to the matters aforesaid or by
reason of time being given to the Concessionaire or any other forbearance,
indulgence, act or omission on the part of the Authority or of any other
matter or thing whatsoever which under any law relating to sureties and
guarantors would but for this provision have the effect of releasing the Bank
from its liability and obligation under this Guarantee and the Bank hereby
waives all of its rights under any such law.
6. This Guarantee is in addition to and not in substitution of any other
guarantee or security now or which may hereafter be held by the Authority in
respect of or relating to the Agreement or for the fulfilment, compliance
and/or performance of all or any of the obligations of the Concessionaire
under the Agreement.
7. ,Notwithstanding anything contained hereinbefore, the liability of the Bank
,,, 'under this Gyarantee is restricted to the Guarantee Amount
,
/
Guar tee wili:temain in force for the period specified in
a n d k s a deband or claim in writing is made by the Authori
. Ban under thid Guarantee, not later than 6 (six)
\.. .
\_ e xpi vot this buarantee, i l l rights of the ~"t hbri t y under this G-
\shaII be forfeited and the Bank shall be relieved from its liabilities hereu
..
Four ~a ni ng $Tbl~gaon-~mravati Seelion of NH-6from km 100.000 to km
166725 (Length - km 66.73) in the State of Maharashfra under NHDP Phase I11
on DBFOTBasis
F- 2
Notional Highways Authority of India Schedules
8. The Performance Security shall cease to be in force and effect when the
Concessionaire shall have expended on Project construction an aggregate
sum not less than 20% (twenty per cent) of the Total Project Cost which is
deemed to be Rs. 113.40 cr. for the purposes of this Guarantee, and provided
the Concessionaire is not in breach of this Agreement. Upon request made by
the Concessionaire for release of the Performance Security alongwith the
particulars required hereunder, duly certified by a statutory auditor of the
Concessionaire, the Authority shall release the Performance Security
forthwith.
9. The Bank undertakes not to revoke this Guarantee during its currency, except
with the previous express consent of the Authority in writing, and declares
and warrants that it has the power to issue this Guarantee and the
undersigned has full powers to do so on behalf of the Bank.
10. Any notice by way of request, demand or otherwise hereunder may be sent
by post addressed to the Bank at its above referred Branch, which shall be
deemed to have been duly authorised to receive such notice and to effect
payment thereof forthwith, and if sent by post it shall be deemed to have
been given at the time when it ought to have been delivered in due course of
post and in proving such notice, when given by post, it shall be sufficient to
prove that the envelope containing the notice was posted and a certificate
signed by an officer of the Authority that the envelope was so posted shall be
conclusive.
11.
This Guarantee shall come into force with immediate effect and shall remain
in force and effect for a period of one year or until it is released earlier by the
Authority pursuant to the provisions of the Agreement.
Signed and sealed this ..... ..... day of ..... .. . ..., 20.. . . ... . . at ...........
the BANK by:
(Signature)
(i)
The bank guarantee should contain the name, designation and code number of
Four Loning of Talegoon-Arnrmati Seclion ofNH-6from km 100.000 to km
166.725 (Length - km 66.73) in the State of Moharashlra under NHDP Phase III
on DBFOT Basis
F- 3
National Highways Aulhorily of India Schedules
the officer(s) signing the guarantee.
(ii)
The address, telephone number and other details of the Head Office of the
Bank as well as of issuing Branch should be mentioned on the covering letter
of issuing Branch.
Four Laning of Talegaon-AmrmatiSeclion of NH-6 from km 100.000 lo km
166.725 (Length - km 66.73) in the State ofMaharashtra under NHDP Phase 111
on DBFOT Basis
National Highwqvs Authoricy of India
Schedules
SCHEDULE 4
(See Clause 12.1)
PROJECT COMPLETION SCHEDULE
1 Project Completion Schedule
During Construction Period, the Concessionaire shall comply with the
requirements set forth in this Schedule-G for each of the Project Milestones
and the Scheduled Four-Laning Date (the "Project Completion Schedule").
Within 15 (fifteen) days of the date of each Project Milestone, the
Concessionaire shall notify the Authority of such compliance alongwith
necessary particulars thereof.
2 Project Milestone4
2.1 Project Milestone4 shall occur on the date falling on the 180th (one hundred
and eightieth) day from the Appointed Date (the "Project Milestone-I").
2.2 Prior to the occurrence of Project Milestone-I, the Concessionaire shall have
commenced construction of the Project Highway and expended not less than
10% (ten per cent) of the total capital cost set forth in the Financial Package.
3 Project Milestone-I1
3.1 Project Milestone-I1 shall occur on the date falling on the 400th (four
hundredth) day from the Appointed Date (the "Project Milestone-11").
3.2 Prior to the occurrence of Project Milestone-11, the Concessionaire shall have
commenced construction of all bridges, ROB, Flyovers and Underpasses and
expended not less than 35% (thirty five per cent) of the total capital cost set
forth in the Financial Package.
4 Project Milestone-III
4.1 Project Milestone-111 shall occur on the date falling on the 650th (six
hundred and fiftieth) day from the Appointed Date (the "Project Milestone-
UI"). -
4.2 Prior to the occurrence of Project Milestone-111, the Concessionaire shall
have commenced construction of all Project Facilities and expended not less
than 70% (Sqventy per cent) of the total capital cost set forth in the Financial
F,?a~.k&~e. .' ,~,.,.. \
,
' ' .'I
5 . / .~ ~dhedul e ~ o t i i - i h n i n ~ Date
! . '
5. I \ne ~ r h i d & l ~ i j r - ~ a n i n g Date shall occur on the 91 0th (nin
day from the Appointed Date.
5.2 On o~bef me the Scheduled Four-Laning Date, the Concessionai
completed Four-Laning in accordance with this Agreement.
Four Laning of Talegaon-Amravati Section of NH-6 from km 100.000 ro km
166.725 (Length - km 66.73) in the State of Maharashtra under NHDP Phase III
on DBFOT Basis
G-l
National Highways Authorily of India Schedules
6 Extension of period
Upon extension of any or all of the aforesaid Project Milestones or the
Scheduled Four-Laning Date, as the case may be, under and in accordance
with the provisions of this Agreement, the Project Completion Schedule shall
be deemed to have been amended accordingly.
~- ~
Four Loning of Talegaon-Amrnvali Section of NH-6 from km 100.000 to km
166.725 (Length - km 66.73) in the Stare of Maharoshtra under NHDP Phase III
on DBFOT Baris
G-2
SCHEDULE -H
(See Clause 12.3)
DRAWINGS
1 Drawings
In compliance of the obligations set forth in Clause 12.3 of this Agreement,
the Concessionaire shall furnish to the Independent Engineer, free of cost, all
Drawings listed in Annex-I of this Schedule-H.
2 Additional drawings
If the Independent Engineer determines that for discharging its duties and
functions under this Agreement, it requires any drawings other than those
listed in Annex-I, it may by notice require the Concessionaire to prepare and
furnish such drawings forthwith. Upon receiving a requisition to this effect,
the Concessionaire shall promptly prepare and furnish such drawings to the
Independent Engineer, as if such drawings formed part of Annex-I of this
Schedule-H.
Four Laning of Talegaon-Amravati Section of NH-6 from km I OOOOO to km
166.725 (Length - km 66.73) in the State of Moharashfra under NHDP Phase Ill
on DBFOT Basis
H- 1
National Highways Authoriry of India Schedules
Annex - I
(Schedule-H)
List of Drawings
1. The Project Highway drawings, as defined 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 components/elements of the Project
Highway as determined by Independent EngineerMHAI, and
(b)
As-built drawings for the Project Highway components/elements as
determined by IE/NHAI. As-built drawings shall be duly certified by
Independent Engineer.
2. A broad list of the drawings of the various components/elements of the
Project Highway and project facilities required to be submitted by the
Concessionaire is given below:
(a)
Drawings of horizontal alignment, vertical profile and cross sections
(b)
Drawings of cross drainage works
(c)
Drawings of interchanges, major intersections, grade separators and
underpasses
(d)
Drawings of toll plaza layout, toll collection systems and roadway
near toll plaza
(e) Drawings of Control Centre
(f)
Drawings of bus-bay and bus shelters with furniture and drainage
system
(g) Dr awi y of a truck lay bye with furniture and drainage system
\
' (h) ~ r a wi n g ~ d f road furniture items including traffic signage, mar
g e t y barri p. etc.
~. . ' 1
i.(i)
Drawin@ of traffic diversion plans and traffic control measur
. .,
Four Laning of Talegaon-Amravati Section of NH-6 from km 100.000 lo km
166.725 (Length - km 66.73) in the Stare of Maharoshfra under NHDP Phase III
on DBFOT Basis
H- 2
National Highways Aurhoriry ofIndia Schedules
(j)
Drawings of road drainage measures
Q
Drawings of typical details slope protection measures
(1)
Drawings of landscaping and horticulture
(m) Drawings of pedestrian crossings
(n) Drawings of street lighting
(0) LayoutIConfiguration of HTMS
(p)
General arrangement of Base camp and Administrative Block
Four Laning of Talegaon-Amravati Section of NH-6 from km 100.000 to km
166.725 (Length - km 66.73) in the Stale of Mahurashtra under NHDP Phase 111
on DBFOT Basis
SCHEDULE -I
(See Clause 14.1.2)
TESTS
1 Schedule for Tests
1.1 The Concessionaire shall, not later than 30 (thirty) days prior to the likely
completion of Four-Laning, notify the Independent Engineer and the
Authority of its intent to subject the Project Highway to Tests, and not later
than 7 (seven) days prior to the actual date of Tests, furnish to the
Independent Engineer and the Authority detailed inventory and particulars of
all works and equipment forming part of Four-Laning.
1.2 The Concessionaire shall notify the Independent Engineer of its readiness to
subject the Project Highway to Tests at any time after 7 (seven) days from
the date of such notice, and upon receipt of such notice, the Independent
Engineer shall, in consultation with the Concessionaire, determine the date
and time for each Test and notify the same to the Authority who may
designate its representative to witness the Tests. The Independent Engineer
shall thereupon conduct the Tests itself or cause any of the Tests to be
conducted in accordance with Article 14 and this Schedule-I.
2 Tests
2.1 Visual and physical Test: The Independent Engineer shall conduct a visual
and physical check of Four-Laning to determine that all works and
equipment forming part thereof conform to the provisions of this Agreement.
2.2 Test drive: The Independent Engineer shall undertake a test drive of the
Project Highway by a Car and by a fully loaded Truck to determine that the
quality of service conforms to the provisions of the Agreement.
2:3 Riding quality Test: Riding quality of each lane of the carriageway shall be
checked with the help of a calibrated bump integrator and the maximum
permissible roughness for purposes of this Test shall be 1,800 (one thousand
and eight hundred) mm for each kilometre.
2.4 Pavement Composition Test: The thickness and composition of the pavement
structure shall be checked on a sample basis by digging pits to determine
conformity of such pavement structure with Specifications and Standards.
Thesample shall consist of one pit in each direction of travel to be chosen at
ch stretch of 5 (five) kilometres of the Project Highway. The
first pit f o ~ t h .sample shall be selected by the Independent Engineer through -::,..~ ii,dOm iGx . ,
n draw% lots and every fifth kilometre from such first pit shall form ..-
. '~..~
. .. .
i pa e s a d l e for this pavement quality Test.
,
.; t
a r
i P/c/
2 . A cross-~ection,i~est: The cross-sections of the. Project Highway shall be
k F c d d ,,ori' a sample basis through physical measurement of ' . t kj r
Four Laning of Talegaon-Amravati Section of NH-6from km 10O.WO to km
166.725 (Length - km 66.73) in the State of Maharashtra under NHDP Phase I11
on DBFOT Bmis
1-1
Nalional Highways Authority of India Schedules
dimensions for determining the conformity thereof with Specifications and
Standards. For the road portion, the sample shall consist of one spot to be
selected at random in each stretch of 1 (one) kilometre of the Project
Highway. The first spot for the sample shall be selected by the Independent
Engineer through an open draw of lots and the spots located at every one
kilometre from such first spot shall form part of the sample. For the bridge
portion, one spot shall be selected at random by the Independent Engineer in
each span of the bridge.
2.6 Structural Test for bridges: All major and minor bridges constructed by the
Concessionaire shall be subjected to the Rebound Hammer and Ultrasonic
Pulse Velocity tests, to be conducted in accordance with the procedure
described in Special Report No. 17: 1996 of the IRC Highway Research
Board on Nondestructive Testing Techniques, at two spots in every span, to
be chosen at random by the Independent Engineer. Bridges with a span of 15
(fifteen) metres or more shall also be subjected to load testing.
2.7 Other Tests: The Independent Engineer may require the Concessionaire to
cany out or cause to be camed additional Tests, in accordance with Good
Industry Practice, for determining the compliance of the Project Highway
with Specifications and Standards.
2.8 Environmental audit: The Independent Engineer shall cany out a check to
determine conformity. of the Project Highway with the environmental
requirements set forth in Applicable Laws and Applicable Permits.
2.9 Safety review: Safety audit of the Project.Highway shall have been
undertaken by the Safety Consultant as set forth in Schedule-L, and on the
basis of such audit, the Independent Engineer shall determine conformity of
the Project Highway with the provisions of this Agreement.
3 Agency for conducting Tests
All Tests set forth in this Schedule-1 shall be conducted by the Independent
Engineer or such other agency or person as it may specify in consultation
with the Authority.
4 Completion/Provisional Certificate
Upon successful completion of Tests, the Independent Engineer shall issue
the Completion Certificate or the Provisional Certificate, as the case may be,
in accordance with the provisions of Article 14.
I/
Y<
' .. ~ ~ '
Four Luning of Talegaon-Amravafi Section of NH-6 from km 100.000 to km
on DBFOT Basis
1-2
iVarional Highwqs Authoriry ofIndia Schedules
SCHEDULE -J
(See Clauses 14.2 & 14.3)
COMPLETION CERTIFICATE
1 I, ......................... (Name of the Independent Engineer), acting as
Agreement dated .................... (the "Agreement"), for Four-Laning of
the Talegaon - Amravati section (km 100.000 to km 166.725) of National
Highway No. 6 (the "Project Highway") on design, build, finance, operate
and transfer (DBFOT) basis, through IRB Talegaon Amravati Tollway
Private Limited (Name of Concessionaire), hereby certify that the Tests
specified in Article 14 and Schedule-I of the Agreement have been
successfully undertaken to determine compliance of the Project Highway
with the provisions of the Agreement, and I am satisfied that the Project
Highway can be safely and reliably placed in commercial service of the
Users thereof.
2 It is certified that, in terms of the aforesaid Agreement, all works forming
part of Four-Laning have been completed, and the Project Highway is hereby
declared fit for entry into commercial operation on this the ......... day of
......... 20 .....
the INDEPENDENT ENGINEER by:
(Signature)
(Name)
(Designation)
(Address)
Four Laning of Talegaon-Amrwofi Section of NH-6 from km 100.000 to km
166.725 (Lengih - km 66.73) in the State of Maharashrra under NHDP Phare I/(
on DBFOT Basis
J- I
PROVISIONAL CERTIFICATE
1 I, ............................... (Name of the Independent Engineer), acting as
Agreement dated (the "Agreement"), for Four-Laning of
the Talegaon - Amravati section (km 100.000 to km 166.725) of National
Highway No. 6 (the "Project Highway") on design, build, finance, operate
and transfer (DBFOT) basis through IRE3 Talegaon Amravati Tollway
Private Limited (Name of Concessionaire), hereby certify that the Tests
specified in Article 14 and Schedule-] of the Agreement have been
undertaken to determine compliance of the Project Highway with the
provisions of the Agreement.
2 Construction Works that were found to be incomplete andlor deficient have
been specified in the Punch List appended hereto, and the Concessionaire has
agreed and accepted that it shall complete andlor rectify all such works in the
time and manner set forth in the Agreement. (Some of the incomplete works
have been delayed as a result of reasons attributable to the Authority or due
to Force Majeure and the Provisional Certificate cannot be withheld on this
account. Though the remaining incomplete works have been delayed as a
result of reasons attributable to the concessionaire,)@ I am satisfied that
having regard to the nature and extent of such incomplete works, it would not
be prudent to withhold commercial operation of the Project Highway,
pending completion thereof.
3 In view of the foregoing, I am satisfied that the Project Highway can be
safely and reliably placed in commercial service of the Users thereof, and in
terms of the Agreement, the Project Highway is hereby provisionally
declared fit for entry into commercial operation on this the ............ day of
........... 20 ......
ACCEPTED, SIGNED, SEALED SIGNED, SEALED AND
AND DELIVERED DELIVERED
INDEPENDENT ENGINEER
.....
. (Signature) (Signature) . . ~ ' *,I\,
... (Name and Designation) @ame and
. Designation)
(Address) (Address)
b)
"-4
....
@ Strike out if not applicable.
Four Laning of Talegoon-Amravati Section of NH-6 from krn 100.000 to km
166.725 (Length - krn 66.73) in the State of Maharashtra under NHDP Phase 111
on DBFOT Basis
1-2
National Highwoys Authorily of India Schedules
SCHEDULE -K
(See Clause 17.2)
MAINTENANCE REQUIREMENTS
1 Maintenance Requirements
1.1 The Concessionaire shall, at all times, operate and maintain the Project
Highway in accordance with the provisions of the Agreement, Applicable
Laws and Applicable Permits. In particular, the Concessionaire shall, at all
times during the Operation Period, conform to the maintenance requirements
set forth in this Schedule-K (the "Maintenance Requirements").
1.2 The Concessionaire shall repair or rectify any defect or deficiency set forth
in Paragraph 2 of this Schedule-K within the time limit specified therein and
any failure in this behalf shall constitute a breach of the Agreement. Upon
occurrence of any breach hereunder, the Authority shall be entitled to
recover Damages as set forth in Clause 17.8 of the Agreement, without
prejudice to the rights of the Authority under the Agreement, including
Termination thereof.
rC
2 Repaidrectification of defects and deficiencies
The obligations of the Concessionaire in respect of Maintenance
Requirements shall include repair and rectification of the defects and
deficiencies specified in Annex - I of this Schedule - K within the time limit
set forth therein.
3 Other defects and deticiencies
Schedule-K, the Concessionaire shall undertake repair or rectification in
accordance with Good Industry Practice.
Schedule-K, the Independent Engineer may, in conformity with Good
Industry Practice, specify the permissible limit of deviation or deterioration
with reference to the Specifications and Standards, and any deviation or
deterioration beyond the permissible limit shall be repaired or rectified by
the Concessionaire within the time limit specified by the Independent
Engineer.
,'4 Extension of time limit
., . . A
4
/
i ,.- &ithst\nding anything to the contrary specified in this Schedule$~if
\ <..;
nature an4 extent of any defect or deficiency justifi es more time foriits
~ -
cir rectifis'ation than the time specified herein, the Concessionaire shall be
additional time in conformity with Good Industry Practice Suc
time shall be determined by the Independent Engineg
conveyed to the Concessionaire and the Authority with reasons thereof.
Four Laning of TaIegaon-dmrwati Section of NH-6 from km 100.000 to km
166.725 (Length - km 66.73) in the State of Maharashlra under NHDP Phase III
on DBFOTBasis
K-1
National Highwoys Authority of India Schedules
-
+ 5 Emergency repairslrestoration
Notwithstanding anything to the contrary contained in this Schedule-K, if
any defect, deficiency or deterioration in the Project Highway poses danger
to the life or property of the Users thereof, the Concessionaire shall promptly
take all reasonable measures for eliminating or minimizing such danger.
6 Daily Inspection by the Concessionaire
The Concessionaire shall, through its engineer, undertake a daily visual
inspection of the Project Highway and maintain a record thereof in a register
to be kept in such f om and manner as the Independent Engineer may
specify. Such record shall be kept in safe custody of the Concessionaire and
shall be open to inspection by the Authority and the Independent Engineer at
any time during office hours.
7 Divestment Requirements
All defects and deficiencies specified in this Schedule-K shall be repaired
and rectified by the Concessionaire so that the Project Highway conforms to
the Maintenance Requirements on the Transfer Date.
8 Display of Schedule - K
The Concessionaire shall display a copy of this Schedule - K at the Toll
Plazas along with the Complaint Register stipulated in Article 46.
Four Laning of Talegaon-Amravati Seclion of NU-6 from km 100. 000 to km
on DBFOTBasis
K-2
Annex - I
(Schedule-K)
RepairIRectification of Defects and Deficiencies
The Concessionaire shall repair and rectify the defects and deficiencies specified in
this Annex-I of Schedule-K within the time limit set forth herein.
Nature of defect or deficiency
ROADS
(a) Carriageway and paved shoulders
(i) Breach or blockade
Time limit for
repair1 rectification
- Temporary I
restoration
of traffic within
24 hours; permanent
restoration within 15
days
(ii) Roughness value exceeding 2,500 mm in a stretch - 180 days
of 1 km (as measured by a standardised
roughometerhump integrator)
(iii) Pot holes - 48 hours
(iv) Cracking in more than 5% of road surface in a - 30 days
stretch of 1 km
(v) Rutting exceeding 10 mm in more than 2% of road - 30 days
surface in a stretch of 1 km (measured with 3 m
straight edge)
(vi) Bleedindskidding - 7days
(vii) RavellinglStripping of bitumen surface exceeding - 15 days
10sqm
(viii) -mage to pavement edges exceeding 10 cm - 15days
- 6 hours
) Hardlearth $onlders, side slopes, drains and culverts
, ,'
Four Laning of Talegaon-Amravaii Section of NH-6 from km I OOOOO to krn
166.725 (Length - km 66.73) in the State of Mahorashtra under NHDP Phase I11
on DBFOT Basis
K-3
National Highways Authority @India Schedules
(i) Variation by more than 2% in - 30 days
the prescribed slope of camber/cross fall
(ii) Edge drop at shoulders exceeding 40 mm - 7 days
(iii) Variation by more than 15% - 30 days
in the prescribed side (embankment) slopes
(iv) Rain cuts/gullies in slope - 7 days
(v) Damage to or silting of culverts and side - 7 days
drains during and immediately preceding the rainy
season
(vi) Desilting of drains in - 48 hours
urbanlsemi-urban areas
(c) Road side furniture including road signs and pavement marking
(i) Damage to shape or position; - 48 hours
poor visibility or loss of retro-reflectivity
(d) Street lighting and telecom(ATMS)
(i) Any major failure of the system - 24 hours
(ii) Faults and minor failures - 8 hours
(e) Trees and plantation
(i) Obstruction in a minimum head-room of 5 m - 24 hours
above carriageway or obstruction in visibility of
road signs
(ii) Deterioration in health of trees and bushes
- Timely watering and
treatment
(iii) Replacement of trees and bushes - 90 days
(iv) Removal of vegetation affecting sight line and - 15 days
road structures
Four Laning of Talegoon-Amravati Section of NH-6 from km 100.000 to km
on DBFOT Basis
K-4
National Highways Aulhoriry of hdi a
Schedules
installations
(g) Toll plazas
(i) Failure of toll coll'ection equipment or lighting - 8 hours
(ii) Damage to toll plaza - 7 days
(h) Other Project Facilities and Approach roads
(i) Damage or deterioration in Approach Roads, - - 15days
[pedestrian facilities, truck lay-bys, bus-bays, bus-
shelters, cattle crossings, Traffic Aid Posts,
Medical Aid Posts and other works]
BRIDGES
(a) Superstructure of bridges
(i) Cracks
-c
Temporary measures
Permanent measures
I
I
I (ii) Spallinglscaling
I
I
(b) Foundations of bridges
- within 48 hours
- within 45 days
. - 15 days
(i) Scouring and/or cavitation - 15days
(c) Piers, abutments, return walls and wing walls of bridges
(i) Cracks and damages including
settlement and tilting
- 30 days
(d) Bearings (metallic) of bridges
(i) Deformation - 15days
(e) Joints in bridges
, Loosening and malfunctioning of joints - 15 days
.
,- .."
I -
relating to bridges
I
. . .
pads in elastomeric bearings - 7 days
,
..j!,, /
! . : , j'
(ii) ering of dirt in bearings and joints; or - 3 days
- -
Four Laning of Talegaon-Amrmati Section of NH-6 f ram km 100.000 t o km
166.725 (Length - km 66.73) in the State of Maharashtra under NHDP Phase I11
I
on DBFOTBasis
I K-5
Schedules
clogging of spouts, weep holes and vent-holes
(iii) Damage or deterioration in parapets and handrails - 3 days
(iv) Rain-cuts or erosion of banks of the.side slopes of - 15 days
approaches
(v) Damage to wearing coat - 15days
(vi) Damage or deterioration in approach slabs, - 30 days
pitching, apron, toes, floor or guide bunds
(vii) Growth of vegetation affecting the structure or - 15days
obstructing the waterway
166.725 (Length - km 66.73) in the State of Maharashtra under NHDP Phase If1
on DBFOT Basis
K-6
National Highwqs Aulhorify of India
Schedules
SCHEDULE -L
(See Clause 18.1.1)
SAFETY REQUIREMENTS
1 Guiding principles
1.1 Safety Requirements aim at reduction in injuries, loss of life and damage to
property resulting from accidents on the Project Highway, irrespective of the
person(s) at fault.
1.2 Users of the Project Highway include motorised and non-motorised vehicles
as well as pedestrians and animals involved in, or associated with accidents.
Vulnerable Road Users (VRU) include pedestrians as well as riders of
motorised two-wheelers, bicycles and other vehicles which do not provide
adequate occupant protection.
1.3 Safety Requirements apply to all phases of construction, operation and
maintenance with emphasis on identification of factors associated with
accidents, consideration of the same, and implementation of appropriate
remedial measures.
1.4 Safety Requirements include measures associated with traffic management
and regulation such as road signs, pavement marking, traffic control devices,
roadside furniture, highway design elements; enforcement and emergency
response.
2 Obligations of the Concessionaire
The Concessionaire shall abide by the following insofar as they relate to
safety of the Users:
(a)
Applicable Laws and Applicable Permits;
(b)
Manual for Safety in Road Design, issued by MORTH,
(c) relevant StandardsIGuidelines of IRC relating to safety, road
geometrics, bridges, culverts, road signs, pavement marking and
I
<.~. .
-& ,,fK:, '.
,
[ . *
i
, .
.,
1
Four Laning of Talegaon-Amravari Section of NH-6 from km 100.000 to km
166.725 (Lengrh - km 66.73) in the Stale of Maharashlra under NHDP Phase 111
on DBFOT Basis
L-I
3 Appointment of Safety Consultant
For carrying out safety audit of the Project Highway under and in accordance
with this Schedule-L, the Authority shall appoint from time to time, one or
more qualified firms or organisations as its consultants (the "Safety
Consultant"). The Safety Consultant shall employ a team comprising,
without limitation, one road safety expert and one traffic planner to
undertake safety audit of the Project Highway.
4 Safety measures during Development Period
4.1 Not later than 90 (ninety) days from the date of this Agreement, the
Authority shall appoint a Safety Consultant for carrying out safety audit at
the design stage of the Project. The Safety Consultant shall collect data on all
fatal crashes and other road accidents which occurred on the Project
Highway in the preceding two years by obtaining copies of the relevant First
Information Reports FIRS) from the police stations having jurisdiction. The
information contained in such FIRS shall be summarised in the form
prescribed by IRCNORTH for this purpose and the data shall be analysed
for the type of victims killed or injured, impacting vehicles, location of
accidents and other relevant factors.
4.2 The Concessionaire shall provide to the Safety Consultant, in four copies, the
relevant drawings containing the de&gn details that have a bearing on safety
of Users (the "Safety Drawings"). Such design details shall include
horizontal and vertical alignments; sightlines; layouts of intersections;
interchanges; road cross-section; bridges and culverts; side drains; provision
for parked vehicles, slow moving vehicles (tractors, bullock carts, bicycles)
and pedestrians; bus bays; truck lay-bys; and other incidental or
consequential information. The Safety Consultant shall review the design
details and forward three copies of the Safety Drawings with its
recommendations, if any, to the Independent Engineer who shall record its
comments, if any, and forward one copy each to the Authority and the
Concessionaire.
4.3 The accident data and the design details shall be compiled, analysed and
used by the Safety Consultant for evolving a package of recommendations
consisting of safety related measures for the Project Highway. The safety
audit shall be completed in a period of three months and a report thereof (the
"Safety Report") shall be submitted to the Authority, in five copies. One
of the Safety Report shall be forwarded by the Authority to the
naire and the Independent Engineer forthwith.
,.
sslonalre shall endeavour to incorporate the recommendations ofi
in the design of the Project Highway, as may reasonably be i
with Applicable Laws, Applicable Permits, Manuals
and IRC, Specifications and Standards, and
Good Industry Practice. If the Concessionaire does not agree with any or all
Four Laning of Talegaon-Amravari Section of NH-6 from km 100.000 l o-km
166.725 (Length - km 66.73) in the Siate of Maharashfra under NHDP Phase III
on DBFOTBasis
L-2
of such recommendations, it shall state the reasons thereof and convey them
to the Authority forthwith. In the event that any or all of the works and
services recommended in the Safety Report fall beyond the scope of
Schedule-B, Schedule-C or Schedule-D, the Concessionaire shall make a
report thereon and seek the instructions of the Authority for funding such
works in accordance with the provisions of Article 18.
4.5 Without prejudice to the provisions of Paragraph 4.4, the Concessionaire and
the Independent Engineer shall, within 15 (fifteen) days of receiving the
Safety Report, send their respective comments thereon to the Authority, and
not later than 15 (fifteen) days of receiving such comments, the Authority
shall review the same alongwith the Safety Report and by notice direct the
Concessionaire to carry out any or all of the recommendations contained
therein with such modifications as the Authority may specify; provided that
any works or services required to be undertaken hereunder shall be governed
by the provisions of Article 18.
5 Safety measures during Construction Period
5.1 A Safety Consultant shall be appointed by the Authority, not later than 4
(four) months prior to the expected Project Completion Date, for canying out
a safety audit of the completed Construction Works.
5.2 The Safety Consultant shall collect and analyse the accident data for the
preceding two years in the manner specified in Paragraph 4.1 of this
Schedule-L. It shall study the Safety Report for the Development Period and
inspect the Project Highway to assess the adequacy of safety measures. The
Safety Consultant shall complete the safety audit within a period of 4 (four)
months and submit a Safety Report recommending a package of additional
road safety measures, if any, that are considered essential for reducing
accident hazards on the Project Highway. Such recommendations shall be
processed, mutatis mutandis, and acted upon in the manner set forth in
Paragraphs 4.3,4.4 and 4.5 of this Schedule-L.
5.3 The Concessionaire shall make adequate arrangements during the
Construction Period for the safety of workers and road Users in accordance
with the guidelines of IRC for safety in construction zones, and notify the
Authority and the Independent Engineer about such arrangements.
6 Safety measures during Operation Period
shall develop, implement and administer a surveillance ...
for Users, including correction of safety violations
all other actions necessary to provide a safe
with this Agreement.
i
, .....
,a'
a Highway Safety Management Unit (the
Four Laning of Talegaon-Amravati Section of IVH-6 porn km 100.000 to km
166.725 (Lenglh - km 66.73) in the State of Maharashtra under NHDP Phase 111
on DBFOT Basis
L-3
''HSMU") to be functional on and after COD, and designate one of its
officers to be in-charge of the HSMU. Such officer shall have specialist
knowledge and training in road safety and traffic engineering by having
attended a course conducted by a reputed organisation on the subject.
6.3 The Concessionaire shall keep a copy of every FIR recorded by the Police
with respect to any accident occurring on the Project Highway. In addition,
the Concessionaire shall also collect data for all cases of accidents not
recorded by the Police but where a vehicle rolled over or had to be towed
away. The information so collected shall be summarised in the form
prescribed by IRCl MORTH for this purpose. The Concessionaire shall also
record the exact location of each accident on a road map. The aforesaid data
shall be submitted to the Authority at the conclusion of every quarter and to
the Safety Consultant as and when appointed.
6.4 The Concessionaire shall submit to the Authority before the 31st (thirty first)
May of each year, an annual report (in ten copies) containing, without
limitation, a detailed listing and analysis of all accidents of the preceding
Accounting Year and the measures taken by the Concessionaire pursuant to
the provisions of Paragraph 6.1 of this Schedule-L for averting or minimising
such accidents in future.
6.5 Once in every Accounting Year, a safety audit shall be carried out by the
Safety Consultant to be appointed by the Authority. It shall review and
analyse the annual report and accident data of the preceding year, and
undertake an inspection of the Project Highway. The Safety Consultant shall
complete the safety audit within a period of 1 (one) month and submit a
Safety Report recommending specific, improvements, if any, required to be
made to the road, bridges, culverts, markings, signs, road furniture and
Project Facilities, including cattle crossings and pedestrian crossings. Such
recommendations shall be processed, mutatis mutandis, and acted upon in
the manner set forth in Paragraphs 4. 3, 4. 4 and 4.5 of this Schedule-L.
7 Costs and expenses
Costs and expenses incurred in connection with the Safety Requirements set
forth herein, including the provisions of Paragraph 2 of this Schedule, shall
be met in accordance with Article 18, and in particular, the remuneration of
the Safety Consultant, safety audit, and costs incidental thereto, shall be met
out of the Safety Fund.
-- -~
Four Laning of Talegaon-Amravati Section of NH-6 from km ID0.000 to km
166.725 (Length - km 66.73) in the Slate of Maharashfra under NHDP Phase III
on DBFOT Basis
L-4
National Hi ghays Authoriq of India
Schedules
SCHEDULE -M
(See clause19.5)
MONTHLY FEE STATEMENT
Project Highway:
Talegaon - Amravati
Month:
Note 1: The above statement does not include Local Users and vehicles travelling on
Passes
- L- ; dmat Note : ~ o h b h l ~ Fee and Statements are enclosed. for Passes have been prepared separately in
1
1 ,. - . .
, .<., Refhark~,,~xf, y:
,. ^ .
>
' ,.j..-- .-<<>.p!
-. '. .;. I., va-.;.
Four Laning of Talegaon-Amrmati Section of NH-6 from km 100.000 to km
166.725 (Length - Am 66.73) in the State of Mohorashfra under NHDP Phase III
on DBFOTBasis
Nalional Highways Aulhorify of India
Schedules
SCHEDULE -N
(See Clause22.1)
WEEKLY TRAFFIC CENSUS
Project Highway: Talegaon - Amravati
Week ending:
Four Laning of Talegaon-Amrmati Section of NH-6 from km 100.000 to km
166.725 (Length - km 66.73) in the State of hfaharashrra under NHDP Phase III
on DBFOTBasis
N-l
Schedules
WEEKLY REPORT FOR WEIGH STATIONS
Project Highway: Talegaon - Amravati
Week ending:
Note: Sample size shall not be less than 200 trucks per week and 20 trucks per day,
and should include a proportionate number of Multi-axle Trucks.
Remarks, if any:
Type of Vehicle
(1)
A LCV
B Truck
C Multi-axle
Truck
D Total
166.725 (Length - km 66.73) in the State of Maharashtra under NHLIP Phase 111
on DBFOTBasis
N-2
No. of Vehicles carrying load:
Permitted
Gross
Vehicle
Weight
(Tonnes)
(2)
No. of
Vehicles
weighed
(Sample
size)
(3)
Over 20%
in excess
(7)
Over 10%
and up to
20% in
excess
(6)
Within
permissible
limits
(4)
Up to
10% in
excess
( 5)
National Highways Aurhority ofIndia Schedules
SCHEDULE -0
(See Clause 22.3.1)
TRAFFIC SAMPLING
1 Traffic sampling
The Authority may, in its discretion and at its own cost, undertake traffic
sampling, pursuant to Clause 22.3, in order to determine the actual traffic on
the Project Highway. Such traffic sampling shall be undertaken through the
Independent Engineer in the manner set forth below.
2 Manual traffic count
The Independent Engineer shall employ the required number of enumerators
who shall count, classify and record all the vehicles as they pass by, and
divide the survey into fixed time periods. The count stations shall be located
near the Toll Plazas on a straight section of the road with good visibility. The
survey shall be conducted continuously for a minimum of 24 (twenty four)
hours and maximum of 7 (seven) days at a time. The count period shall be 15
(fifteen) minutes with results summarised hourly.
3 Automatic traffic count
For automatic traffic count to be conducted on intermittent (non-continuous)
basis, the Independent Engineer shall use suitable and standardised
equipment to classify and record the range of vehicles passing through the
Toll Plazas. For this purpose, the counter shall be checked with at least 100
(one hundred) vehicles, including all major vehicle types, over a range of
speeds to ensure that all vehicles are being counted and classified correctly.
4 Variation between manual and automatic count
Average Daily Traffic (ADT) for each type of vehicle shall be determined
separately by the aforesaid two methods and in the event that the number of
vehicles in any category, as counted by the manual method, varies by more
than 1% (one per cent) of the number of such vehicles as counted by the
automatic method, the manual and automatic count of such category of
vehicles shall be repeated, and in the event of any discrepancy between the
two counts in the second enumeration, the average thereof shall be deemed
, to be the actual traffic. For the avoidance of doubt, it is expressly agreed that
'i the Authority may, in consultation with the Concessionaire, adopt modified
alternative processes of traffic sampling for improving the
suche/ampling.
Four Laning of Talegaon-Arnravari Section of NH-6 from km 100.000 to krn
166.725 (Length - krn 66.73) in the Siafe ofMaharashtra under NHDP Phase 111
on DBFOT Basis
0-1
Schedules
SCHEDULE -P
(See Clause 23.1)
SELECTION OF WEPENDENT ENGINEER
1 Selection of Independent Engineer
1.1 The provisions of Part I1 of the Standard Bidding Documents for
Consultancy Assignments: Time Based (Volume V) issued by the Ministry
of Finance, GO1 in July, 1997 or any substitute thereof shall apply, mutatis
mutandis, for invitation of bids and evaluation thereof save as otherwise
provided herein.
1.2 The Authority shall invite expressions of interest from consulting
engineering firms or bodies corporate to undertake and perform the duties
and functions set forth in Schedule-Q and thereupon shortlist 10 (ten)
qualified firms in accordance with pre-determined criteria. The Authority
shall convey the aforesaid list of firms to the Concessionaire for scrutiny and
comments, if any. The Concessionaire shall be entitled to scrutinise the
relevant records of the Authority to ascertain whether the selection of firms
has been undertaken in accordance with the prescribed procedure and it shall
send its comments, if any, to the Authority within 15 (fifteen) days of
receiving the aforesaid list of firms. Upon receipt of such comments, if any,
the Authority shall, after considering all relevant factors, finalise and
constitute a panel of 10 (ten) f ms (the "Panel of Firms") and convey its
decision to the Concessionaire.
1.3 The Authority shall invite the aforesaid firms in the Panel of Firms to submit
their respective technical and financial offers, each in a separate sealed
cover. All the technical bids so received shall be opened and pursuant to the
evaluation thereof, the Authority shall shortlist 3 (three) eligible firms on the
basis of their technical scores. The financial bids in respect of such 3 (three)
firms shall be opened and the order of priority as among these f m s shall be
determined on the basis of a weighted evaluation where technical and
financial scores shall be assigned respective weights of 80:20.
2 Fee and expenses
2.1 In determining the nature and quantum of duties and services to be
performed by the Independent Engineer during the Development Period and
Construction Period, the Authority shall endeavour that payments to the
,
Independent Engineer on account of fee and expenses do not exceed 2% (two
' .I
1 per cent) of the Total Project Cost. Payments not exceeding such 2% (two
- '
per cent) shall be borne equally by the Authority and the Concessionaire~..in.
- ~ ,
with the provisions of this Agreement and any p a y me p in
I
shall be borne entirely by the Authority.
. .
!
2.2\The .. _ n c p e and quantum of duties and services to be performed by the
Four Laning of Talegoon-Amravatr Sechon of NH-6 from km 100 000 to km
166 725 (Length - km 66 73) in the State of Maharashtra under NHDP Phase 111
on DBFOT Basrs
P- I
Schedules
Independent Engineer during the Operation Period shall be determined by
the Authority in conformity with the provisions of this Agreement and with
due regard for economy in expenditure. All payments made to the
Independent Engineer on account of fee and expenses during the Operation
Period, shall be borne equally by the Authority and the Concessionaire.
3 Constitution of fresh panel
Not later than three years from the date of this Agreement, and every three
years thereafter, the Authority shall prepare a fresh panel of firms in
accordance with the criteria set forth in this Schedule-P; provided that the
Authority may, at any time, prepare a fresh panel with prior written consent
of the Concessionaire.
4 Appointment of government entity as Independent Engineer
Notwithstanding anything to the contrary contained in this Schedule, the
Authority may in its discretion appoint a government-owned entity as the
Independent Engineer; provided that such entity shall be a body corporate
having as one of its primary function the provision of consulting, advisory
and supervisory services for engineering projects; provided that a
government-owned entity which is owned or controlled by the Authority
andor MoRTH shall not be eligible for appointment as Independent
Engineer.
i.
, S , ~!
\\ . '
/
. ..
'i <,-i . ~ .~
:166.725 (Length - km 66.73) in the State of Maharashtra under NHDP Phase Il l
on DBFOT Basis
P-2
Schedules
SCHEDULE 4
(See Clause 23.2.1)
TERMS OF REFERENCE FOR INDEPENDENT ENGINEER
1 Scope
1.1 These Terms of Reference for the Independent Engineer (the "TOR") are
being specified pursuant to the Concession Agreement dated -------------------
(the "Agreement"), which has been entered into between the Authority and
IRB Talegaon Amravati Tollway Private Limited (the "Concessionaire")
for Four-Laning of the Talegaon - Amravati section (km 100.000 to km
166.725) of National Highway No. 6 in the State of Maharashtra on
design, build, finance, operate and transfer (DBFOT) basis, and a copy of
which is annexed hereto and marked as Annex-A to form part of this TOR.
1.2 This TOR shall apply to construction, operation and maintenance of the
Four-Lane Project Highway.
2 Definitions and interpretation
TOR and not defined herein but defined in the Agreement shall have, unless
repugnant to the context, the meaning respectively assigned to them in the
Agreement.
2.2 References to Articles, Clauses and Schedules in this TOR shall, except
where the context otherwise requires, be deemed to be references to the
Articles, Clauses and Schedules of the Agreement, and references to
Paragraphs shall be deemed to be references to Paragraphs of this TOR.
2.3 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the
Agreement shall apply, mutatis mutandis, to this TOR.
3 Role and functions of the Independent Engineer
3.1
The role and functions of the Independent Engineer shall include the
following:
(i)
review of the Drawings and Documents as set forth in Paragraph 4;
(ii)--'-i&iew, inspection and monitoring of Construction Works as set forth
&:&aph 5;
Tests on completion of construction and issuing
Provisional Certificate as set forth in Paragraph 5;
and monitoring of O&M as set forth in Para@@/
Four Laning of Talegaon-Amrovati Section of NH-6 from km 100.000 to km
166.725 (Lengfh - km 66.73) in the State of Mahorashtra under NHDP Phase 111
on DBFOT Basis
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Nafional Highways Authority of India
Schedules
(v)
review, inspection and monitoring of Divestment Requirements as
set forth in Paragraph 7;
(vi)
determining, as required under the Agreement, the costs of any works
or services and/or their reasonableness;
(vii)
determining, as required under the Agreement, the period or any
extension thereof, for performing any duty or obligation;
(viii) assisting the Parties in resolution of disputes as set forth in Paragraph
9; and
(ix) undertaking all other duties and functions in accordance
with the Agreement.
3.2 The Independent Engineer shall discharge its duties in a fair, impartial and
efficient manner, consistent with the highest standards of professional
integrity and Good Industry Practice.
4 Development Period
4.1 During the Development Period, the Independent Engineer shall undertake a
detailed review of the Drawings to be furnished by the Concessionaire along
with supporting data, including the geo-technical and hydrological
investigations, characteristics of materials fiom borrow areas and quarry
sites, topographical surveys and traffic surveys. The Independent Engineer
shall complete such review.and send its comments/observations to the
Authority and the Concessionaire within 15 (fifteen) days of receipt of such
Drawings. In particular, such comments shall specify the conformity or
otherwise of such Drawings with the Scope of the Project and Specifications
and Standards.
4.2 The Independent Engineer shall review any modified Drawings or
supporting Documents sent to it by the Concessionaire and fumish its
comments within 7 (seven) days of receiving such Drawings or Documents.
4.3 The Independent Engineer shall review the Drawings sent to it by the Safety
Consultant in accordance with Schedule-L and furnish its comments thereon
to the Authority and the Concessionaire within 7 (seven) days of receiving
such Drawings. The Independent Engineer shall also review the Safety
Report and furnish its comments thereon to the Authority within 15 (fifteen)
days of r e c &y u c h report.
review the detailed design, constructio
procedures and the procurement,
time schedule sent to it by the Concessionaire
'hpd fumish its coi$ments within 15 (fifteen) days of receipt thereof.
4.5 up&'ieferen6e by the Authority, the Independent Engineer shall r evi =hnd - .-- S- "
comment on the EPC Contract or any other contract for construction,
166.725 (Length - km 66.73) in the State of Maharashlra under NHDP Phase Ill
on DBFOT Basis
Q-2
National Highwqs Authority of India Schedules
operation and maintenance of the Project Highway, and furnish its comments
within 7 (seven) days from receipt of such reference &om the Authority.
5 Construction Period
5.1 In respect of the Drawings, Documents and Safety Report received by the
Independent Engineer for its review and comments during the Construction
5.2 The Independent Engineer shall review the monthly progress report
Authority and the Concessionaire within 7 (seven) days of receipt of such
report.
5.3 The Independent Engineer shall inspect the Construction Works and the
Project Highway once every month, preferably after receipt of the monthly
progress report from the Concessionaire, but before the 20th (twentieth) day
of each month in any case, and make out a report of such inspection (the
"Inspection Report") setting forth an overview of the status, progress,
quality and safety of construction, including the work methodology adopted,
the materials used and their sources, and conformity of Construction Works
with the Scope of the Project and the Specifications and Standards. In a
separate section of the Inspection Report, the Independent Engineer shall
describe in reasonable detail the lapses, defects or deficiencies observed by it
in the construction of the Project Highway. The Inspection Report shall also
contain a review of the maintenance of the existing lanes in conformity with
the provisions of the Agreement. The Independent Engineer shall send a
copy of its Inspection Report to the Authority and the Concessionaire within
7 (seven) days of the inspection.
5.4 The Independent Engineer may inspect the Project Highway more than once
in a month if any lapses, defects or deficiencies require such inspections.
5.5 For determining that the Construction Works conform to Specifications and
Standards, the lndependent Engineer shall require the Concessionaire to
cany out, or cause to be carried out, tests on a sample basis, to be specified
by the Independent Engineer in accordance with Good Industry Practice for
quality assurance. For purposes of this Paragraph 5.5, the tests specified in
the IRC Special Publication-1 1 (Handbook of Quality Control for
Construction of Roads and Runways) and the Specifications for Road and
~ ; i d ~ e Works issued by MORTH (the "Quality Control Manuals") or any
modification/substitution thereof shall be deemed to be tests conforming to
ust y Practice for quality assurance. The Independent Engineer
shall i ue necessary directions to the Concessionaire for ensuring that the
i
1..
tests re conducted in a fair and efficient manner, and shall monitor and ~ ?:,. . GOOdF
review the results thereof.
5.6 size of the tests; to be specified by the Independent ~ ~ g i n e e r ~
~' 1
under Paragraph 5.5, shall comprise 10% (ten per cent) of the quarrtitjr.0~ : :.,'
number of tests prescribed for each category or type of tests in the ~u&ty". -'
Four Laning of Talegoon-Amravali Section of NH-6 from km 100.000 to km
166.725 (Lenzth - km 66.731 in the State of Maharashtra under NHDP Phase 111
National Highways Authoriry ofIndia Schedules
Control Manuals; provided that the Independent Engineer may, for reasons
to be recorded in writing, increase the aforesaid sample size by up to 10%
(ten per cent) for certain categories or types of tests.
5.7 The timing of tests referred to in Paragraph 5.5, and the criteria for
acceptance1 rejection of their results shall be determined by the Independent
Engineer in accordance with the Quality Control Manuals. The tests shall be
undertaken on a random sample basis and shall be in addition to, and
independent of, the tests that may be carried out by the Concessionaire for its
own quality assurance in accordance with Good Industry Practice.
5.8 In the event that the Concessionaire carries out any remedial works for
removal or rectification of any defects or deficiencies, the Independent
Engineer shall require the Concessionaire to carry out, or cause to be carried
out, tests to determine that such remedial works have brought the
Construction Works into conformity with the Specifications and Standards,
and the provisions of this Paragraph 5 shall apply to such tests.
5.9 In the event that the Concessionaire fails to achieve any of the Project
Milestones, the Independent Engineer shall undertake a review of the
progress of construction and identify potential delays, if any. If the
Independent Engineer shall determine that completion of the Project
Highway is not feasible within the time specified in the Agreement, it shall
require the Concessionaire to indicate within 15 (fifteen) days the steps
proposed to be taken to expedite progress, and the period within which the
Project Completion Date shall be achieved. Upon receipt of a report from the
Concessionaire, the Independent Engineer shall review the same and send its
comments to the Authority and the Concessionaire forthwith.
5.10 If at any time during the Construction Period, the Independent Engineer
determines that the Concessionaire has not made adequate arrangements for
the safety of workers and Users in the zone of construction or that any work
is being carried out in a manner that threatens the safety of the workers and
the Users, it shall make a recommendation to the Authority forthwith,
identifying the whole or part of the Construction Works that should be
suspended for ensuring safety in respect thereof.
5.1 1 In the event that the Concessionaire carries out any remedial measures to
secure the safety of suspended works and Users, it may, by notice in writing,
require the Independent Engineer to inspect such works, and within 3 (three)
days of reselving such notice, the Independent Engineer shall inspect the
and make a report to the Authority forthwith,
or not such suspension may be revoked by the
Construction Works is for reasons not attributabie to the
Independent Engineer shall determine the extdnsion of
the Project Completion Schedule, to which: the
Concessionaire is reasonably entitled, and shall notify the Authority and t h
Concessionaire of the same.
Four Laning of Talegoon-Amravafi Section of NH-6 from km IOO.OOO to km
166.725 (Lenglh - km 66.73) in the State of Maharashtra under NHDP Phase I11
on DBFOT Baris
Q-4
Schedules
The Independent Engineer shall carry out, or cause to be carried out, all the
Tests specified in Schedule-I and issue a Completion Certificate or
Provisional Certificate, as the case may be. For canying out its functions
under this Paragraph 5.13 and all matters incidental thereto, the Independent
Engineer shall act under and in accordance with the provisions of Article 14
and Schedule-I.
Upon reference from the Authority, the Independent Engineer shall make a
fair and reasonable assessment of the costs of providing information, works
and services as set forth in Article 16 and certify the reasonableness of such
costs for payment by the Authority to the Concessionaire.
The Independent Engineer shall aid and advise the Concessionaire in
preparing the Maintenance Manual.
Operation Period
In respect of the Drawings, Documents and Safety Report received by the
Independent Engineer for its review and comments during the Operation
The Independent Engineer shall review the annual Maintenance Programme
Authority and the Concessionaire within 15 (fifteen) days of receipt of the
Maintenance Programme.
The Independent Engineer shall review the monthly status report furnished
by the Concessionaire and send its comments thereon to the Authority and
the Concessionaire within 7 (seven) days of receipt of such report.
The Independent Engineer shall inspect the Project Highway once every
month, preferably after receipt of the monthly status report from the
Concessionaire, but before the 20th (twentieth) day of each month in any
case, and make out an O&M Inspection Report setting forth an overview of
the status, quality and safety of O&M including its conformity with the
Maintenance Requirements and Safety Requirements. In a separate section of
the O&M Inspection Report, the Independent Engineer shall describe in
reasonable detail the lapses, defects or deficiencies observed by it in O&M
of the Project Highway. The Independent Engineer shall send a copy of its
O&M Inspection Report to the Authority and the Concessionaire within 7
(seven) days of the inspection.
Engineer may inspect the Project Highway more than once
lapses, defects or deficiencies require such inspections.
Engineer shall in its O&M Inspection Report specify th
the Concessionaire shall cany out, or cause to he carried
of determining that the Project Highway is in conformity
with theS' ~aintenance Requirements. It shall monitor and review the results
of such tests and the remedial measures, if any, taken by the Concessionaire
Four Laning of Talegoon-Amravati Section of NH-6 from km 100.000 lo kin
on DBFOTBasis
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National Highways Authoriry ofIndia Schedules
in this behalf.
6.7 In respect of any defect or deficiency referred to in Paragraph 3 of Schedule-
K, the Independent Engineer shall, in conformity with Good Industry
Practice, specify the permissible limit of deviation or deterioration with
reference to the Specifications and Standards and shall also specify the time
limit for repair or rectification of any deviation or deterioration beyond the
permissible limit.
6.8 The Independent Engineer shall determine if any delay has occurred in
completion of repair or remedial works in accordance with the Agreement,
and shall also determine the Damages, if any, payable by the Concessionaire
to the Authority for such delay.
6.9 The Independent Engineer shall examine the request of the Concessionaire
for closure of any lane(s) of the carriageway for undertaking
maintenancelrepair thereof, keeping in view the need to minimise disruption
in traffic and the time required for completing such maintenancelrepair in
accordance with Good Industry Practice. It shall grant permission with such
modifications, as it may deem necessary, within 3 (three) days of receiving a
request from the Concessionaire. Upon expiry of the permitted period of
closure, the Independent Engineer shall monitor the reopening of such
lane(s), and in case of delay, determine the Damages payable by the
Concessionaire to the Authority under Clause 17.7..
6.10 The Independent Engineer shall monitor and review the curing ofdefects and
deficiencies by the Concessionaire as set forth in Clause 19.4.
6.1 1 In the event that the Concessionaire notifies the Independent Engineer of any
modifications that it proposes to make to the Project Highway, the
Independent Engineer shall review the same and send its comments to the
Authority and the Concessionaire within 15 (fifteen) days of receiving the
proposal.
6.12 The Independent Engineer shall undertake traffic sampling, as and when
required by the Authority, under and in accordance with Article 22 and
Schedule-0.
7 Termination
7.1 At any time, not earlier than 90 (ninety) days prior to Termination but not
days prior to such Termination, the Independent
in the presence of a representative of the Concessionaire,
Highway for determining compliance by the
Divestment Requirements set forth in Clause 38.1 ~ .
to be carried out at the Concessionaire's cost for
deterinini* such compliance. If the Independent Engineer determines: that
the stays of the Project Highway is such that its repair and rectification
'
- ww18fequire a larger amount than the sum set forth in Clause 39.2, it shell . . +'
: , .
recommend retention of the required amount in the Escrow Account and thk----.
Four Laning of Talegoon-Amravari Secfion of NH-6 from km 100.000 to ~JI !
166.725 (Lengih - km 66.73) in rhe State of Maharashtra under NHDP P h e III
on DBFOTBasis
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National Highways Aulhorify oflndia Schedules
period of retention thereof.
7.2 The Independent Engineer shall inspect the Project Highway once in every
15(fifteen) days during a period of 90 (ninety) days after Termination for
determining the liability of the Concessionaire under Article 39, in respect of
the defects or deficiencies specified therein. If any such defect or deficiency
is found by the Independent Engineer, it shall make a report in reasonable
detail and send it forthwith to the Authority and the Concessionaire.
8 Determination of costs and time
8.1 The Independent Engineer shall determine the costs, andlor their
reasonableness, that are required to be determined by it under the
Agreement.
8.2 The Independent Engineer shall determine the period, or any extension
thereof, that is required to be determined by it under the Agreement.
9 Assistance in Dispute resolution
9.1 When called upon by either Party in the event of any Dispute, the
Independent Engineer shall mediate and assist the Parties in arriving at an
amicable settlement.
9.2 In the event of any disagreement between the Parties regarding the meaning,
scope and nature of Good Industry Practice, as set forth in any provision of
the Agreement, the Independent Engineer shall specify such meaning, scope
and nature by issuing a reasoned written statement relying on good industry
practice and authentic literature.
10 Other duties and functions
The Independent Engineer shall perform all other duties and functions
specified in the Agreement.
11 Miscellaneous
11.1 The Independent Engineer shall notify its programme of inspection to the
Authority and to the Concessionaire, who may, in their discretion, depute
their respective representatives to be present during the inspection.
11.2 A communications, comments, instructions, Drawings or
by the Independent Engineer to the Concessionaire pursuant
a copy of all the test results with comments of the
thereon shall be furnished by the Independent .
, . ..,
l?3< ~lj<. ~. r$g&dent Engineer shall obtain, and the Concessionaire shall furnish
3 r t v 6 copies thereof, all communications and reports required tb., be
submitted, under this Agreement, by the Concessionaire to the lndepend&---
Engineer, whereupon the Independent Engineer shall send one of the copies
Four Laning of Talegoon-Amravati Section of NH-6 from km 100.000 lo km
166.725 (Lenglh - km 66.73) in the State of Maharashtra under NHDP Phase 111
National Highways Aufhorify of India Schedules
to the Authority along with its comments thereon.
11.4 The Independent Engineer shall retain at least one copy each of all Drawings
and Documents received by if including 'as-built' Drawings, and keep them
in its safe custody.
11.5 Upon completion of its assignment hereunder, the Independent Engineer
shall duly classify and list all Drawings, Documents, results of tests and
other relevant records, and hand them over to the Authority or such other
person as the Authority may speci@, and obtain written receipt thereof. Two
copies of the said documents shall also be furnished in micro film form or in
such other medium as may be acceptable to the Authority.
Four Laning of Talegoon-Amrmati Section of NH-6 from km 100.000 to km
166.725 (Length - km 66.73) in the State of Maharmhira under NHDP Phase /I[
on DBFOT Basis
Q-8
SCHEDULE -R
(See Clause 27.1 . l )
FEE NOTIFICATION
MINISTRY OF ROAD TRANSPORT AND HIGHWAYS
(Department of Road Transport and Highways)
NOTIFICATION
New Delhi, the ...... 20 ...
S.O. .............. Whereas, by the notification of the Government of India
in the Ministry of Road Transport and Highways, number ***** dated the
*****, issued under section 11 of the National Highways Authority of India
Act, 1988 (68 of 1988), the Central Government has entrusted the section of
national highway from km 100.000 to km 166.725 (Talegaon - Amravati
Section) of National Highway No. 6 in the state of Maharashtra to the
National Highways Authority of India (hereinafter referred to as the
"Authority");
And Whereas, pursuant to the provisions of section14 of the said Act,
the Authority has entered into an agreement with IRB Talegaon Amravati
Tollway Private Limited, having its Registered Office at IRB Complex,
Chandivali Farm, Chandivali Village, Andheri (East) Mumbai - 400072,
Maharashtra, India (hereinafter referred to as "Concessionaire") for the
development of the Talegaon - Amravati section from km 100.000 to km
166.725 (hereinafter referred to as the said section) of the national highway
No. 6 on Design, Build, Finance, Operate and Transfer (DBFOT) basis;
Now, therefore, in exercise of the powers conferred by section 8A of
the National Highways Act, 1956 (48 of 1956), read with Rule 3 of the
National Highways Fee (Determination of Rates and Collection) Rules, 2008,
the Central Government, having regard to the expenditure involved in
building, maintenaxe, management and operation of the said section of the
said nationti], highway, interest on the capital invested, reasonable return,the
L
volum of t r p and the period of said agreement between the Aut
[
the Co
idnaire, hereby notifies that there shall be levied and col
.. on m~chani ~al vehicles for the use of the stretch from km 100.
&legaon - Amravati) of National Highway No. 6, in the
i i sht ra at the rates specified in the aforesaid Rules and autho
said Concessionaire to collect and retain the said fees on and from the date of
Four Laning of Tolegaon-Amravati Section of NH-6 from km 100:000 to km
166725 (Lengfh - krn 66.73) in the Sme ofMuharashtra under NHDP Phase 111
on DBFOT Basis
R-1
National Highways Authority of hdi a Schedules
commercial operation of the said section of national highway, subject to and
in accordance with the said Rules and the provisions of the aforesaid
agreement.
The fee levied and collected hereunder shall be due and payable at
the following Toll Plaza for the distance specified for such Toll Plaza:
Amravati bypass)
S No.
1
In addition to above, the levied and collected hereunder for the
permanent bridgehypasdtunnel specified below shall be due and payable at
the following Toll Plaza:
S No. Location of Toll Plaza Nature of Structure dost (in Rs. Crore)
I I
At Km 142.800 in the State of
Maharashtra .
Length (in km) for which Fee
payable.
49.30 Km
(excluding 17.43 km length of
F.No. RWMH-. ... . . . . . . . . .. .
mame)
Deputy Secretary
Government of India
1
166.725 (Lengih - krn 66.73) in fhe Stare of Mahorashtra under NHDP Phase III
on DBFOT Basis
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At Km 142.800 in'the
State of Maharashtra .
Amravati bypass of
17.43 km length
95.09
Schedules
1. Short 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) In these rules, unless the context otherwise requires,-
(a) "Act" means the National Highways Act, 1956;
(b) "base year" means the period from 1" April 2007 to 31' March 2008;
(c) "bypass" means a section of the national highway bypassing a town or
city;
(d) "concessionaire" 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 peirs or columns;
(f)
"executing authority" means an officer or authority notified by the
Central Government under section 5 of the Act;
(g) "expressway" means a national highway having a divided camageway
suitable for high speed traffic and with control of access;
(h) "financial year" means the year commencing on the 1'' day of April of a
year and ending on 31'' day of March of the succeeding year;
(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 camageway and having a
minimum width of three meters and fifty centimeters;
means any vehicle driven under its own power
otor vehicle as defined under the Motor Vehicles Act, 1988;
means a notification published in the Official Gazette;
. .
project" means a project relating to secti
bridge, bypass or tunnel, as the case may be,
166.725 (Length - km 6 6 73) in the Stare of hlaharashtra under NHDP Phase III
on DBFOTBasis
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Narional Highways Authority of India Schedules
which an agreement is entered into with a concessionaire ;
(n) "public funded project" means a project which is not a private investment
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 collection 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.- (1) The Central Government may by notification, levy fee for
use of any section of national highway, permanent bridge, bypass or tunnel
forming part of the 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 tinnel constructed
through a public funded project from levy of such fee or part thereof, and
subject to such conditions as may be specified in that notification.
(2)
The collection of fee levied under sub-rule (1) of Rule 3, shall
commence within forty- five days from the date of completion of the section of
national highway, permanent 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 (1) shall be made in accordance with the terms of the agreement
entered into by the concessionaire.
(4)
No fee shall be levied for the use of the section of national highway,
bypass or tunnel, as the case may be, by two wheelers, three
drawn vehicles:
wheelers, tractors and animal-drawn vehicles shall nqt:be
of national highway, permanent bridge, byp
tunnel, as the case may be, where a service road or alternative road is availa
Faur Loning of Taiegaon-Amrqati Section of NH-6 from km 100.000 to km
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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;
(b) "service road" means a road running parallel to a section of the national
highway which provides access to the land adjoining such section of the national
highway.
(5) The fee notified by the Central Government under these rules shall be
rounded off and levied 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 private investment project shall be identical.
(2)
The rate of fee for use of a 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 multiplied by the following rates, namely:-
Type of Vehicle
( Base rate of fee per (
Car, Jeep, Van or Light Motor Vehicle
Light Commercial Vehicle, Light Goods Vehicle or
the purposes of this rule,-
- . >-
166.725 (Length - km 66.73) in the State of Maharashtra under NHDP Phme 111
on DBFOTBasis
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km(in rupees)
0.65
1.05
Mini Bus
Bus or Truck
Heaw Construction MachinedHCM) or Earth
2.20
3.45
NafionalHighways Authority of India Schedules
vehicle the gross vehicle weight of which does not exceed seven thousand five
hundred kilograms or the registered passenger canying 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 certificate of registration issued
under the Motor Vehicles Act, 1988, exceeds twelve but does not exceed thirty
two excluding the driver;
(c) "truck" or "bus" means any mechanical vehicle with a gross vehicle weight
exceeding twelve thousand kilograms but less than twenty thousand kilograms or
the registered passenger carrying capability as specified in the certificate of
registration issued under the Motor Vehicles Act, 1988, exceeds thirty two,
excluding the driver;
(d) "heavy construction 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 seven or more
axles or vehicle with a gross vehicle weightexceeding sixty thousand kilograms.
of fee for use of a section of national highway, having two lanes and
he average investment for up gradation has exceeded rupees one
lometer, shall be sixty per cent. of the rate of fee specified unde~ ~
.
of Rule 4.
te of fee for use of pelhnanent bridge, bypass or tunnel cons
with the cost exceeding rupees ten crore, shall, for the base year 2007-08, be as
follows:-
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Nations[ Highways Aurlroriry of India Schedules
sub-rule (2) of Rule 4 shall be applicable for such permanent bridge, bypass
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. .
Provided that while computing fee for the section of national highway on
which a permanent bridge, bypass or tunnel costing rupees fifty crore or
more is situated, the length of such permanent bridge, bypass or tunnel shall
be excluded from the length of such section of national highway and fee
shall be levied at the rates specified for such permanent bridge, bypass and
tunnel:
that where the cost of such permanent bridge, bypa
may be, is less than rupees fifty crore, and the
t bridge, bypass or tunnel, form part of the section of nat
of above rate of fee, the rate of fee specified u
Base rat e of fee (rupees per vehicle per trip)
Cost of permanent
bridge, bypass or
tunnel (rupees in
crore)
10 to 15
For every
additional rupees
five crore or part
thereof, exceeding
rupees fifteen crore
and up to rupees
one hundred crore.
For every
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, exceeding
rupees two hundred
crore.
HCM,
EME or
MAV
22
4.50
3.40
2.25
Oversize
d Vehicle
30
6
-
4.50
3
Truck
or Bus
15
3
2.25
1.50
Car, Jeep,
Van or Light
Motor
Vehicle
5
1
0.75
0.50
Light
Commercial
Vehicle, Light
Goods Vehicle
or Mini Bus
7.50
1.50
1.15
0.75
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 cost as assessed by the
executing authority six months prior to completion thereof.
5. Annual revision of rate of fee.-(I) 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 after January 1 of 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:-
Applicable rate of fee = base rate + base rate X
-.
..
I
r the purposes of this sub-rule ,-
i -
f.
I
le rate of fee shall be the rate payable by the user;
i
!
e shall be the rate specified in rule 4 read with sub- rule (1);
(c) WPI A means the wholesale price index of the week ending on or
Four Laning of Talegaon-Amravati Seclion of NH-6 from km 100.000 to km
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subsequent to 1st January immediately preceding the date of revision under
these rules; and
(d) WPI B means the wholesale price index of the week ending on 6"
January, 2007 i.e. 208.7.
Illustration:
If the revision is to be made for the year 2008-09 by applying the wholesale
price index of the week ending on 5" January 2008 (i.e. 216.6), then the rate for
car, jeep or van will be 0.6796 as computed below:
(4) Annual revision of rate of fee under this rule shall be effective from first of
April wery year.
6. Collection of fee.- (1) Fee levied under these rules shall be collected by the
Central 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:
- --
(4) Any driver, owner or person in charge of a mechanical vehicle v
installation of on board unit (transponder) or any other such device for payment
Four Laning of Talegaon-Amravafi Section of NH-6 from km 100000 fo km
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of fee, shall deposit a refundable security equivalent to the cost of the
equipment with the Central Government, the executing authority or the
concessionaire, as the case may be, for such installation and no interest shall
accrue on such security deposit.
(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 or on board unit
(transponder) or any other such device, a receipt shall be issued on demand
only.
(6) The fee shall be collected in perpetuity by the Central Government or the
executing authority, as the case may be, and for a specified period in
accordance with the terms ofthe 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 Government, or the executing authority, as the case
may be, through its own oflicials or through a contactor.
7. Remittance and 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 Government:
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:
.. . .
t in case of private investment projects, the fee collecte
hese rules shall be appropriated by the concessio
provisions of and for the performance of its obligations
into by such concessionaire.
166.725 (Length - km 66.73) in the Slate of Mahorashlra under NHDP Phase IN
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(2)
Every executing authority shall remit to the Central Government, 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 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 plaza beyond a distance of ten kilometers
from a municipal 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 no 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 constructed within the municipal or town
area limits or within five kilometers from 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)
~n~-<&&ll plaza on the same section of national highway and in the same
within a distance of sixty kilometers:
. .
authority deems necessary, it may for re
allow the concessionaire to establish ano
plaza within a distance of sixty kilometers:
Four Laning of Talegaon-Amravari Section of NH-6 from krn 100.000 to km
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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 or tunnel.
9. Discounts.-(I) The executing authority or the concessionaire, as the case
may be, shall upon request provide a pass for multiple journeys to cross a toll plaza
within the specified period at the rates specified in sub-rule (2) of Rule 9.
(2) A driver, owner or person in charge of a mechanical vehicle who makes use of
the section of national highway, permanent bridge, bypass or tunnel, may opt for
such pass and he or she shall have to pay the fee in accordance with the following
rates, namely:-
(3)
A person who owns a mechanical vehicle registered for non-commercial
purposes and uses it as such for commuting on a section of national highway,
Period of validity
Twenty four hours from
Amount payable
One and half times of the
permanent bridge, bypass or tunnel, may obtain a pass, on payment of fee at the base
Maximum number of
one way journeys
allowed
Two
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
Two-third of amount of the
fee payable for fifty single
journeys.
specified in such pass:
Provided @t such pass shall be issued only if such driver, owner or person in
Fifty
ical vehicle resides within a distance of twenty kilometers
ified by such person and the use of such section of nat'
dge, bypass or tunnel, as the case may be, does not
ext to the specified toll plaza.
that no such pass shall be issued if a service roa
One month from date of
payment
Four Laning of Talegaan-Amravati Section of NH-6 from km 100.000 to km
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alternative road is available for use by such driver, owner or person in charge of a
mechanical vehicle.
(4) No pass shall be issued or fee collected from a driver, o v e r or person in charge
of a mechanical vehicle that uses part of the section of a national highway and does
not cross a toll plaza.
10. Rate of fee for overloading.- (1) 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:
hovided that the payment of such fee for overloading shall not entitle a driver or
owner or a person in charge of a mechanical vehicle to make use of such national
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.
(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 m e c ~ ~ c a l vehicle,-
(a) tral accompanying,-
res~dent of India;
of India;
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NationalHighways Aurhoritv of India Schedules
(iv)
the Chief Justice of India;
(v) the Governor;
(vi) the Lieutenant Governor;
(vii) the Union Minister;
(viii) the Chief Minister;
(ix)
the Judge of Supreme Court;
(x)
the Chairman of the Council of State;
(xi)
the Speaker of the House of People;
(xii)
the Chairman of the Legislative Council of the State;
(xiii) the Speaker of the 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
(Army 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.
Information.- (1)The executing authority or the concess
shall publish a notice specifying the amount of fee to be c
vehicle, in at least one Newspaper, each in Engli
a wide circulation in such area.
Four Laning of Talegaon-Amruvali Section of NH-6 from km 100.000 to km
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(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 under rule 9;
(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 authorised 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
who shall after hearing the parties pass an order on
r refund of excess payment and damages for the
. .
ed by such user within thirty days.
.,
-
14. If Ay driver, owner or person in charge
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National Highwoys Authority of India Schedules
\
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 such 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 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.
(3)
Where the Central Government, executing authority or the concessionaire, as
the case may be, has reason to believe that a mechanical vehicle is plying on a
1
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.
a
b
15. Power of Central Government to verify records.- An officer duly
authorised by the Central Government 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 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 Government or the executing
authority, as the case may be.
of additional barrier.- No barrier shall be installed at
an at the toll plaza, except with the prior permission in
the executing authority, as the case may be, who
evasion of fee, may allow on such terms and
Four Laning of Ta/egaon-Amravati Section of NH-6 from km 100.000 to km
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National Highways Aurhority of India Schedules
Government, the executing authority or the concessionaire, as the case may be,
within ten kilometers from 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 Government or the executing authority, as
the case may be, do not allow installation of an additional barrier by the
concessionaire, the reasons for such refusal shall be communicated to such
concessionaire within a reasonable period.
Four Laning of Tolegaon-Amrrrvafi Section of NH-6 from km 100.000 to km
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SCHEDULE-S
(See Clause 3 1.1.2)
ESCROW AGREEMENT
.......... THIS ESCROW AGREEMENT is entered into on this the ........ day of
20 ....
AMONGST
I IRB TALEGAON AMRAVATI TOLLWAY PRIVATE LIMITED, a
company incorporated under the provisions of the Companies Act, 1956 and
having its registered office at IRE3 Complex, Chandivali Farm, Chandivali
Village, Andheri (East) Mumbai - 400072, Maharashtra, lndia (hereinafter
referred to as the "Concessionaire" which expression shall, unless repugnant
to the context or meaning thereof, include its successors, permitted assigns
and substitutes);
2 ..................... name and particulars of Lenders' Representative and
having its registered office at ............... acting for and on behalf of the
Senior Lenders as their duly authorised agent with regard to matters arising
out of or in relation to this Agreement (hereinafter referred to as the
"Lenders' Representative" which expression shall, unless repugnant to the
context or meaning thereof, include its successors and substitutes);
3 ...................... name and particulars of the Escrow Bank and having its
registered office at ......................... hereinafter referred to as the
"Escrow Bank" which expression shall, unless repugnant to the context or
meaning thereof, include its successors and substitutes); and
(hereinafter referred to as the "Authority" which expression shall, unless
repugnant to the context or meaning thereof, include its administrators,
successors and assigns).
WHEREAS:
(A)
The Authority has entered into a Concession Agreement dated
with the Concessionaire (the "Concession Agreement") for Four-Laning of
the Talegaon - Amravati Section (km 100.000 to km 166.725) of National
in the State of Maharashtra on design, build, finance,
transfer (DBFOT) basis, and a copy of which is annexed hereto
as Annex-A to form part of this Agreement.
have agreed to finance the Project in accordance with
conditions set forth in :he Financing Agreements.
Agreement requires the Concessionaire to establish
166.725 (Lengrh - km 66.73) in the State of Maharashtra under NHDP Phase I11
on DBFOT Basis
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Escrow Account, inter alia, on the terms and conditions stated therein.
NOW IT IS HEREBY AGREED as follows:
1.1 Definitions
In this Agreement, the following words and expressions shall, unless
repugnant to the context or meaning thereof, have the meaning hereinafter
respectively assigned to them:
"Agreement" means this Escrow Agreement and any amendment thereto
made in accordance with the provisions contained herein;
"Concession Agreement" means the Concession Agreement referred to in
Recital (A) above and annexed hereto as Annex-A, and shall include all of its
Recitals and Schedules and any amendments made thereto in accordance
with the provisions contained in this behalf therein;
"Cure Period" means the period specified in this Agreement for curing any
breach or default of any provision of this Agreement by the Concessionaire,
and shall commence from the date on which a notice is delivered by the
Authority or the Lenders' Representative, as the case may be, to the
Concessionaire asking the latter to cure the breach or default specified in
:
such notice;
"Escrow Account?' means an escrow account established in terms of and
under this Agreement, and shall include the Sub-Accounts;
"Escrow Default" shall have the meaning ascribed thereto in Clause 6.1;
mean any of the Parties to this Agreement individually;
"Payment Date" means, in relation to any payment specified in Clause 4.1,
the date(s) specified for such payment; and
"Sub-Accounts" means the respective Sub-Accounts of the Escrow
Account, into which the monies specified in Clause 4.1 would be credited
every month and paid out if due, and if not due in a month then appropriated
in such month and retained in the respective Sub Accounts
refrom on the Payment Date(s).
Lenders' Representative shall, unless repugnant to the c
reof, mean references to the Lenders' Representative, a
mrlnrali Section of NH-6 from km 100.000 to km
166.725 (Lengih - km 66.73) in the State of Maharashtro under NHDP Phase 111
on DBFOT Basis
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for and on behalf of Senior Lenders.
1.2.2 The words and expressions beginning with capital letters and defined in this
Agreement shall have the meaning ascribed thereto herein, and the words
and expressions used in this Agreement and not defined herein but defmed in
the Concession Agreement shall, unless repugnant to the context, have the
this Agreement.
2 ESCROW ACCOUNT
2.1 Escrow Bank to act as trustee
2.1.1 The Concessionaire hereby appoints the Escrow Bank to act as trustee for the
Authority, the Lenders' Representative and the Concessionaire in connection
herewith and authorises the Escrow Bank to exercise such rights, powers,
authorities and discretion as are specifically delegated to the Escrow Bank by
the terms hereof together with all such rights, powers, authorities and
discretion as are reasonably incidental hereto, and the Escrow Bank accepts
such appointment pursuant to the terms hereof.
2.1.2 The Concessionaire hereby declares that all rights, title and interest in and to
the Escrow Account shall be vested in the Escrow Bahk and held in hvst for
the Authority, the Lenders' Representative and the Concessionaire, and
applied in accordance. with the terms of this Agreement. No person other
than the Authority, the Lenders' Representative and the Concessionaire shall
have any rights hereunder as the beneficiaries of, or as third party
beneficiaries under this Agreement.
2.2 Acceptance of Escrow Bank
The Escrow Bank hereby agrees to act as such and to accept all payments
and other amounts to be delivered to and held by the Escrow Bank pursuant
to the provisions of this Agreement. The Escrow Bank shall hold and
safeguard the Escrow Account during the term of this Agreement and shall
treat the amount in the Escrow Account as monies deposited by the
Concessionaire, Senior Lenders or the Authority with the Escrow Bank. In
its functions and duties under this Agreement, the Escrow Bank
trust for the benefit of, and as agent [or, the Authority, the
and the Concessionaire or their nominees,
with the provisions of this Agreement.
of this Agreement, and in any
Four Laning of Talegoon-dmrmati Section of NH-6 from km 100.000 to km
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prior to the Appointed Date, the Concessionaire shall open and establish the
Escrow Account with the ............................ (name of Branch) Branch
of the Escrow Bank. The Escrow Account shall be denominated in Rupees.
2.3.2 The Escrow Bank shall maintain the Escrow Account in accordance with the
terms of this Agreement and its usual practices and applicable regulations,
and pay the maximum rate of interest payable to similar customers on the
balance in the said account from time to time.
2.3.3 The Escrow Bank and the Concessionaire shall, after consultation with the
Lenders' Representative, agree on the detailed mandates, terms and
conditions, and operating procedures for the Escrow Account, but in the
event of any conflict or inconsistency between this Agreement and such
mandates, terms and conditions, or procedures, this Agreement shall prevail.
2.4 Escrow Bank's fee
The Escrow Bank shall be entitled to receive its fee and expenses in an
amount, and at such times, as may be agreed between the Escrow Bank and
theconcessionaire. For the avoidance of doubt, such fee and expenses shall
form part of the O&M Expenses and shall be appropriated from the Escrow
Account in accordance with Clause 4.1.
2.5 Rights of the parties
The rights of the Authority, the Lenders' Representative and the
Concessionaire in the monies held in the Escrow Account are set forth in
their entirety in this Agreement and the Authority, the Lenders'
Representative and the Concessionaire shall have no other rights against or
to the monies in the Escrow Account.
2.6 Substitution of the Concessionaire
The Parties hereto acknowledge and agree that upon substitution of the
Concessionaire with the Nominated Company, pursuant to the Substitution
Agreement, it shall be deemed for the purposes of this Agreement that the
Nominated Company is a Party hereto and the Nominated Company shall
accordingly be deemed to have succeeded to the rights and obligations of the
Concessionaire under this Agreement on and with effect from the date of
substitution of the Concessionaire with the Nominated Company.
3 DEPOSlTS INTO ESCROW ACCOUNT
3.1 ~$p.osits by the Concessionaire
cessionaire agrees and undertakes that it shall deposit into an
Escrow Account with:
I monies received in relation to the Project from any s
including the Senior Lenders, lenders of Subordinated Debt an
Four Laning of Talegaon-Amravati Section of NH-6 from km lOOO00 to km
166.725 fLenah - km 66.73) in the State of Maharashtra under NHDP Phase 111
, -
on DBFOT Basis
54
(b)
all funds received by the Concessionaire from its share-holders, in
any manner or form;
(c)
all Fee levied and collected by the Concessionaire;
(d)
any other revenues, deposits or capital receipts, as the case may be,
from or in respect of the Project Highway; and
(e)
all proceeds received pursuant to any insurance claims.
3.1.2
The Concessionaire may at any time make deposits of its other funds into the
Escrow Account, provided that the provisions of this Agreement shall apply
to such deposits.
3.2 Deposits by the Authority
The Authority agrees and undertakes that, as and when due and payable, it
shall deposit into andlor credit the Escrow Account with:
(a) Grant and any other monies disbursed by the Authority to
the Concessionaire;
(b) Revenue Shortfall Loan;
(c)
all Fee collected by the Authority in exercise of its rights under the
Concession Agreement; and
(d) Termination Payments:
Provided that the Authority shall be entitled to appropriate from the aforesaid
amounts, any Concession Fee due and payable to it by the Concessionaire,
and the balance remaining shall be deposited into the Escrow Account.
3.3 Deposits by Senior Lenders
The Lenders' Representative agrees, confirms and undertakes that the Senior
Lenders shall deposit into andlor credit the Escrow Account with all
disbursements made by them in relation to or in respect of the Project;
provided that notwithstanding anything to the contrary contained in this
Agreement, the Senior Lenders shall be entitled to make direct payments to
the EPC Contractor under and in accordance with the express provisions
contained in this behalf in the Financing Agreements.
3.4 Interest on deposits
. .
_c
~,
Bank agrees and undertakes that all interest accruing on the
.
the Escrow Account shall be credited to tbe Escrow Account;
. .
the Escrow Bank shall be entitled to appropriate therefrom !he
due to it from the Concessionaire in relation to the
the balance remaining to the Escrow Account.
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4 WITHDRAWALS FROM ESCROW ACCOUNT
4.1 Withdrawals during Concession Period
4.1 .I At the beginning of every month, or at such shorter intervals as the Lenders'
Representative and the Concessionaire may by written instructions
determine, the Escrow Bank shall withdraw amounts from the Escrow
Account and appropriate them in the following order by depositing such
amounts in the relevant Sub-Accounts for making due payments, and if such
payments are not due in any month, then retain such monies in such Sub-
Accounts and pay out therefrom on the Payment Date(s):
(a)
(b)
all payments relating to construction of the Project Highway, subject
to and in accordance with the conditions, if any, set forth in the
(c)
O&M Expenses, subject to the ceiling, if any, set forth in the
(d)
O&M Expenses incurred by the Authority, provided it certifies to the
Escrow Bank that it had incurred such expenses in accordance with
the provisions of the Concession Agreement and that the amounts
claimed are due to it from the Concessionaire;
(e)
Concession Fee due and payable to the Authority;
(f) monthly proportionate provision of Debt Service due in an
Accounting Year;
(g) Deleted
(h)
Agreement, including repayment of Revenue Shortfall Loan;
(i)
monthly proportionate provision of debt service payments due in an
Accounting Year in respect of Subordinated Debt;
(i)
any reserve requirements set forth in the Financing Agreements; and
"\\
( k bhnce, if any, in accordance with the instructions of the
;4.1.2 Not lateiL< an 60 (sixty) days prior to the commencement of each ..
co$tnt<$g
ear, the Concessionaire shall provide to the Escrow Bank, with
P -..
,<,$ip?n approval of the Lenders' Representative, details of the
;td be required for each of the payment obligations set forth i
Clause 4.1; provided that such amounts may be subsequently modified
Four Laning of Talegaon-Arnravafi Section of NH-6 from krn 100.000 to km
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prior written approval of the Lenders' Representative, if fresh information
received during the course of the year makes such modification necessary.
4.2 Withdrawals upon Termination
Upon Termination of the Concession Agreement, all amounts standing to the
credit of the Escrow Account shall, notwithstanding anything in this
Agreement, be appropriated and dealt with in the following order:
(a)
(b)
90% (ninety per cent) of Debt Due excluding Subordinated Debt;
(c) outstanding Concession Fee;
(d)
Agreement, including repayment of Revenue Shortfall Loan and any
claims in connection with or arising out of Termination;
(e)
retention and payments arising out of, or in relation to, liability for
defects and deficiencies set forth in Article 39 of the Concession
Agreement;
( f )
outstanding Debt Service including the balance of Debt Due;
(g) outstanding subordinated Debt;
(h)
incurred or accrued O&M Expenses;
(i)
any other payments required to be made under the Concession
Agreement; and
(i) balance, if any, in accordance with the instructions of the
Concessionaire:
Provided that the disbursements specified in Sub-clause (j) of this Clause 4.2
shall be undertaken only after the Vesting Certificate has been issued by the
Authority.
4.3 Application of insufficient funds
Funds in. the Escrow Account shall be applied in the serial order of priority
4.1 and 4.2, as the case may be. If the hnds available are
all the requirements, the Escrow Bank shall apply
of priority until exhaustion thereof.
the proceeds from all
Four Laning of Talegaon-Amravati Secfion of NH-6 from km 100.000 t o km
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claims, except life and injury, shall be deposited into and/or credited to the
Escrow Account and utilised for any necessary repair, reconstruction,
reinstatement, replacement, improvement, delivery or installation of the
Project Highway, and the balance remaining, if any, shall be applied in
accordance with the provisions contained in this behalf in the Financing
Agreements.
4.5 Withdrawals during Suspension
Notwithstanding anything to the contrary contained in this Agreement, the
Authority may exercise all or any of the rights of the Concessionaire during
the period of Suspension under Article 36 of the Concession Agreement.
Any instructions given by the Authority to the Escrow Bank during such
period shall be complied with as if such instructions were given by the
Concessionaire under this Agreement and all actions of the Authority
hereunder shall be deemed to have been taken for and on behalf of the
Concessionaire.
5 OBLIGATIONS OF THE ESCROW BANK
5.1 Segregation of funds
Monies and other property received by the Escrow Bank under this
Agreement shall, until used or applied in accordance with this Agreement, be
held by the Escrow Bank in trust for the purposes for which they were
received, and shall be segregated from other funds and property of the
Escrow Bank.
5.2 Notification of balances
7 (seven) business days prior to each Payment Date (and for this purpose the
Escrow Bank shall be entitled to rely on an affirmation by the
Concessionaire and/or the Lenders' Representative as to the relevant
Payment Dates), the Escrow Bank shall notify the Lenders' Representative
of the balances in the Escrow Account and Sub-Accounts as at the close of
business on the immediately preceding business day.
5.3 Communications and notices
In discharge of its duties and obligations hereunder, the Escrow Bank:
(a)
may, in the absence of bad faith or gross negligence on its part, rely
as to any matters of fact which might reasonably be expected to be
within the knowledge of the Concessionaire upon a certificate signed
by or on behalf ofthe Concessionaire;
. &
166.725 (Length - krn 66.73) in the State of Maharashtra under NHDP Phase III
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Lenders' Representative of any notice or document received by it in
its capacity as the Escrow Bank from the Concessionaire or any other
person hereunder or in connection herewith; and
(d)
shall, within 5 (five) business days after receipt, deliver a copy to the
Concessionaire of any notice or document received by it from the
Lenders' Representative in connection herewith.
5.4 No set off
The Escrow Bank agrees not to claim or exercise any right of set off,
banker's lien or other right or remedy with respect to amounts standing to the
credit of the Escrow Account. For the avoidance of doubt, it is hereby
acknowledged and agreed by the Escrow Bank that the monies and
properties held by the Escrow Bank in the Escrow Account shall not be
considered as part of the assets of the Escrow Bank and being trust property,
shall in the case of bankruptcy or liquidation of the Escrow Bank, be wholly
excluded from the assets of the Escrow Bank in such bankruptcy or
liquidation.
5.5 Regulatory approvals
The Escrow Bank shall use its best efforts to procure, and thereafter maintain
and comply with, all regulatory approvals required for it to establish and
operate the Escrow ~ccount . The Escrow Bank represents and warrants that
it is not aware of .any reason why such regulatory approvals will not
ordinarily be granted to the Escrow Bank.
6 ESCROW DEFAULT
6.1 Escrow Default
6.1.1 Following events shall constitute an event of default by the Concessionaire
(an "Escrow Default") unless such event of default has occurred as a result
of Force Majeure or any act or omission of the Authority or the Lenders'
Representative:
(a)
the Concessionaire commits breach of this Agreement by failing to
deposit any receipts into the Escrow Account as provided herein and
fails to cure such breach by depositing the same into the Escrow
Account within a Cure Period of 5 (five) business days;
(b)
the Concessionaire causes the Escrow Bank to transfer funds to any
Four Laning of Ta[egaon-Amrvati Secfion of NH-6 p o m km 100.000 lo km
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5 9
provisions of this Agreement and fails to cure the same within a Cure
Period of 5 (five) business days.
6.1.2 Upon occurrence of an Escrow Default, the consequences thereof shall be
dealt with under and in accordance with the provisions of the Concession
Agreement.
7 TERMINATION OF ESCROW AGREEMENT
7.1 Duration of the Escrow Agreement
This Agreement shall remain in full force and effect so long as any sum
remains to be advanced or is outstanding from the Concessionaire in respect
of the debt, guarantee or financial assistance received by it from the Senior
Lenders, or any of its obligations to the Authority remain to be discharged,
unless terminated earlier by consent of all the Parties or otherwise in
accordance with the provisions of this Agreement.
7.2 Substitution of Escrow Bank
The Concessionaire may, by not less than 45 (forty five) days prior notice to
the Escrow Bank, the Authority and the Lenders' Representative, terminate
this Agreement and appoint a new Escrow Bank, provided that the new
Escrow Bank is acceptable to the Lenders' Representative and arrangements
are made satisfactory to the Lenders' Representative for transfer of amounts
deposited in the Escrow Account to a new Escrow Account established with
the successor Escrow Bank. The termination of this Agreement shall take
effect only upon coming into force of an Escrow Agreement with the
substitute Escrow Bank.
7.3 Closure of Escrow Account
The Escrow Bank shall, at the request of the Concessionaire and the
Lenders' Representative made on or after the payment by the Concessionaire
of all outstanding amounts under the Concession Agreement and the
Financing Agreements including the payments specified in Clause 4.2, and
upon confirmation of receipt of such payments, close the Escrow Account
and Sub-Accounts and pay any amount standing to the credit thereof to the
Concessionaire. Upon closure of the Escrow Account hereunder, the Escrow
Agreement shall be deemed to be terminated.
8 SUPPLEMENTARY ESCROW AGREEMENT
8.1 Supflementary escrow agreement
Representative and the Concessionaire shall be entitled to
escrow agreement with the Escrow Bank provi
. .
procedures and documentation for withdrawals
166.725 (Length - km 66.73) in the State of Maharoshtra under NHDP Phase III
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lenders of Subordinated Debt, investment of surplus funds, restrictions on
withdrawals by the Concessionaire in the event of breach of this Agreement
or upon occurrence of an Escrow Default, procedures relating to operation of
the Escrow Account and withdrawal therefrom, reporting requirements and
any matters incidental thereto; provided that such supplementary escrow
agreement shall not contain any provision which is inconsistent with this
Agreement and in the event of any conflict or inconsistency between
provisions of this Agreement and such supplementary escrow agreement, the
provisions of this Agreement shall prevail.
9 INDEMNITY
9.1 General indemnity
9.1.1 The Concessionaire will indemnify, defend and hold the Authority, Escrow
Bank and the Senior Lenders, acting through the Lenders' Representative,
any loss, damage, cost and expense arising out of any breach by the
Concessionaire of any of its obligations under this Agreement or on account
of failure of the Concessionaire to comply with Applicable Laws and
Applicable Permits.
damage, cost and expense Brising out of failure of the Authority to fulfil any
of its obligations under this Agreement materially and adversely affecting the
Agreement or this Agreement other than any loss, damage, cost and expense
arising out of acts done in discharge of their lawful functions by the
9.1.3 The Escrow Bank will indemnify, defend and hold the Concessionaire
any loss, damage, cost and expense arising out of failure of the Escrow Bank
to fulfil its obligations under this Agreement materially and adversely
affecting the performance of the Concessionaire's obligations under the
Concession Agreement other than any loss, damage, cost and expense,
arising out of acts done in discharge of their lawful functions by the Escrow
Bank, its ofticers, servants and agents.
or in-respect of which it is entitled to reimbursement (the
all notify the other Party
under (the "Indemnifying Party") within 15
he claim and shall not settle or pay the claim
f the Indemnifying Party, which
withheld or delayed. In the event
-
on-Amruvati Section of MH-6 from km 100.000 to km
166.725 (Length - km 66.73) in the State of Maharashfro under NHDP Phase / / I
-. on DBFOT Basis
'.
$1 1
Scheukles
(d)
11.3 Priority of agreements
11.5 Waiver
(a)
' . under this Agreement;
(b)
(c)
manner.
11.5.2 Neither the failure by any Party to insist on any occasion upon the
any obligation thereunder nor time or other indulgence granted by any Party
to another Party shall be treated or deemed as waiver of such breach or
beneficiaries
ement is solely for the benefit of the Parties and no other per
any rights hereunder.
Four Laning of Talegaon-Arnravati Section of NH-6 from krn 100.000 to krn
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(a)
(b)
Party arising out of, or caused by, acts or omissions of such Party
prior to the effectiveness of such termination or arising out of such
termination.
Agreement shall only survive for a period of 3 (three) years following the
date of such termination or expiry of this Agreement.
11.8 Severability
If for any reason whatever any provision of this Agreement is or becomes
under Clause 10.1 of this Agreement or otherwise.
11.10 Notices
Agreement shall be in writing and shall either be delivered personally or sent
by courier or registered post with an additional copy to be sent by facsimile
or e-mail. The address for service of each Party, its facsimile number or e-
mail are set out under its name on the signing pages hereto. A notice shall be
. .
effective upon actual receipt thereof, save that where it is received after 5.30
p.m. on a business day, or on a day that is not a business day, the
be deemed to be received on the first business day following the
I
al receipt. Without prejudice to the foregoing, a Party giving or
notice or communication by facsimile or e-mail shall promptly
+. , . .
copy thereof personally, or send it by courier or registered postto
I .:. ,,,.A
ssee of such notice or communication. It is hereby agreed and
dged that any Party may by notice change the address to
and communications to it are to be delivered or
change shall 'be effective when all the Parties have notice of it.
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11.11 Language
Each of the Parties shall, by notice in writing, designate their respective
authorised representatives through whom only all communications shall be
fresh appointment of such authorised representative by similar notice.
11.13 Original Document
This Agreement may be executed in four counterparts, each of which when
executed and delivered shall constitute an original of this Agreement.
Four Laning of Talegoon-Amravari Section of NH-6 from km 100.000 to km
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wishes to contest or dispute the claim, it may conduct the proceedings in the
name of the Indemnified Party and shall bear all costs involved in contesting
the same. The Indemnified Party shall provide all cooperation and assistance
in contesting any claim and shall sign all such writings and documents as the
10.1 Dispute resolution
10.1.1 Any dispute, difference or claim arising out of or in connection with this
Agreement, which is not resolved amicably, shall be decided finally by
reference to arbitration to a Board of Arbitrators comprising one nominee of
each Party to the dispute, and where the number of such nominees is an even
number, the nominees shall elect another person to such Board. Such
International Centre for Alternative Dispute Resolution, New Delhi (the
"Rules") or such other ~ l e s as may be mutually agreed by the Parties, and
shall be subject to the provisions of the Arbitration and Conciliation Act,
1996.
10.1.2 The Arbitrators shall issue a reasoned award and such award shall be final
and binding on the Parties. The venue of arbitration shall be Delhi and the
112 Waiver of sovereign immunity
(a)
commercial purpose;
(b)
or revenues in any jurisdiction in relation to this Agreement
by this Agreement, no immunity
or otherwise) from
behalf of the
immunity which it or its
attributed to it in anv iurisdiction: and
acquire in the future
Four Laning of Tolegoon-Amravati Section of NH-6 from km 100.000 to km
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DELTVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE
WRITTEN.
SIGNED, SEALED AND
DELIVERED
CONCESSIONAIRE by:
SIGNED, SEALED AND
DELIVERED
SENIOR LENDERS by the
Lenders' Representative:
(Signature) (Signature)
@me )
(Name)
(Designation)
(Designation)
(Address)
(Address)
(Fax No.)
(Fax No.)
(Email address)
(Email address)
.% SIGNED, SEALED AND SIGNED, SEALED AND
DELIVERED
ESCROW BANK by:
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
(Email address)
DELIVERED
NATIONAL HIGHWAYS
(Signature)
mame)
(Designation)
(Address)
(Fax No.)
(Email address)
In the presence of:
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SCHEDULE -T
(See Clause 33.2. I )
PANEL OF CHARTERED ACCOUNTANTS
1 Panel of Chartered Accountants
Pursuant to the provisions of Clause 33.2.1 of the Agreement, the Authority
and the Concessionaire shall prepare a mutually agreed panel of 10 (ten)
reputable firms of Chartered Accountants having their registered ofices in
India (the "Panel of Chartered Accountants"). The criteria for preparing
such Panel and the procedure to be adopted in this behalf shall be as set forth
in this Schedule-T.
2 Invitation for empanelment
2.1 The Authority shall invite offers from all reputable firms of Chartered
Accountants who fulfil the following eligibility criteria, namely:
(a)
the firm should have conducted statutory audit of the annual accounts
of at least one hundred companies registered under the Companies
Act, 1956, of which at least ten should have been public sector
undertakings;
(b) the firm should have at least 5 (five) practising Chartered
Accountants on its rolls, each with a minimum experience of ten
years in the profession;
(c)
the firm or any of its partners should not have been disqualified or
black-listed by the Comptroller and Auditor General of India or the
Authority; and
(d)
the firm should have an office in the State or in an adjacent State with
at least 2 (two) practising Chartered Accountants on its rolls in such
State.
2.2 Interested firms meeting the eligibility criteria shall be required to submit a
statement of their capability including the bio-data of all the practising
Chartered Accountants on its rolls. In particular, each firm shall be required
to furnish year- wise information relating to the names of all the companies
turnover exceeding Rs. 100,00,00,000 (Rs. one hundred
accounts were audited by such firm in any of the
'\
. .
by each firm shall be scrutinised and
point shall be awarded for each annual audit
ies specified in Paragraph 2.2 above. (For the avoidance of doubt,
firm which has conducted audit of the annual accounts of any such company
Four Laning of Talegaon-Arnravati Section of NH-6 from km 100.000 to km
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for five years shall be awarded five points).
3.2 The Authority shall prepare a list of all the eligible firms along with the
points scored by each such firm and 10 (ten) firms scoring the highest points
shall be identified and included in the draft Panel of Chartered Accountants.
4 Consultation with the Concessionaire
The Authority shall convey the aforesaid panel of firms to the
Concessionaire for scrutiny and comments, if any. The Concessionaire shall
be entitled to scrutinise the relevant records of the Authority to ascertain
whether the selection of firms has been undertaken in accordance with the
prescribed procedure and it shall send its comments, if any, to the Authority
within 15 (fifteen) days of receiving the aforesaid panel.
5 Mutually agreed panel
5.1 The Authority shall, after considering all relevant factors including the
comments, if any, of the Concessionaire, finalise and constitute a panel of 10
(ten) firms which shall be deemed to be the mutually agreed Panel of
Chartered Accountants.
5.2 After completion of every five years from the date of preparing the mutually
agreed Panel of Chartered Accountants, or such earlier period as may be
agreed between the Authority and the Concessionaire, a new panel shall be
prepared in accordance with the provisions of this Schedule - T.
on DBFOTBasis
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National Highways Aufhoriry of India Schedules
SCHEDULE -U
(See Clause38.3)
VESTING CERTIFICATE
I The Chairman, National Highways Authority of India (the "Authority")
refers to the Concession Agreement dated .................... (the
"Agreement") entered into between the Authority and IRB Talegaon
Amravati Tollway Private Limited (the "Concessionaire") for Four-Laning
of the Talegaon - Amravati Section of National Highway No. 6 from km
100.000 to km 166.725 (the "Project Highway") on design, build, finance,
operate and transfer ("DBFOT") basis.
2 The Authority hereby acknowledges compliance and fulfilment by the
Concessionaire of the Divestment Requirements set forth in Clause 38.1 of
the Agreement on the basis that upon issue of this Vesting Certificate, the
Authority shall be deemed to have acquired, and all title and interest of the
Concessionaire in or about the Project Highway shall be deemed to have
vested unto the Authority, free from any encumbrances, charges and liens
whatsoever.
3 Notwithstanding anything to the contrary contained hereinabove, it shall be a
condition of this Vesting Certificate that nothing contained herein shall be
construed or interpreted as waiving the obligation of the Concessionaire to
rectify and remedy any defect or deficiency in any of the Divestment
Requirements and/or relieving the Concessionaire in any manner of the same.
Signed this .... ...... . .. . ... day of ..... ... ....., 20 ....... ... at Delhi.
AGREED, ACCEPTED AND SIGNED SIGNED, SEALED AND DELIVERED
CONCESSIONAIRE by:
(Signature)
(Name)
(Designation)
(Address)
. I >
& ' ,,. ,.:
; In the pr@enrC 04
,' . i
.: ,
>. . i
NATIONAL HIGHWAYS
(Signature)
(Name)
(Designation)
(Address)
Four Laning of Talegaon-Amravafi Section of NfI-6 from km 100.000 lo km
166.725 (Length - km 66.73) in the Siaie of Maharashfra under NHDP Phase 111
on DBFOT Basis
U-1
Notional Highways Authorify of India Schedules
SCHEDULE -V
(See Clause 40.3.1)
SUBSTITUTION AGREEMENT
THIS SUBSTITUTION AGREEMENT is entered into on this the ................ day
of ........... 20 ....
AMONGST
(hereinafter referred to as the "Authority" which expression shall unless
repugnant to the context or meaning thereof include its administrators,
successors and assigns);
2 IRB TALEGAON AMRAVATI TOLLWAY PRIVATE LIMITED, a
company incorporated under the provisions of the Companies Act, 1956 and
having its registered ofice at IRB Complex, Chandivali Farm, Chandivali
Village, Andheri (East) Mumbai - 400072, Maharashtra, India, (hereinafter
referred to as the "Concessionaire" which expression shall unless repugnant
to the context or meaning thereof include its successors and permitted
assigns and substitutes);
3 .......................... name and particulars of Lenders' Representative and
having its registered office at ....................... ., acting for and on behalf of
the Senior Lenders as their duly authorised agent with regard to matters
arising out of or in relation to this Agreement (hereinafter referred to as the
"Lenders' Representative", which expression shall unless repugnant to the
context or meaning thereof include its successors and substitutes);
WHEREAS:
(A)
The Authority has entered into a Concession Agreement dated --------------
with the Concessionaire (the "Concession Agreement") for Four-Laning of
.the:Tqlegaon - Amravati Section (km 100.000 to km 166.725) of National
5.:- .~~
%gkyrqy No. 6 in the State of Maharashtra on design, build, finance,
&$nd transfer basis (DBFOT), and a copy of which is annexed hereto
:'- ked
as Annex-A to form part of this Agreement.
"&% ;
- I
have agreed to finance the Project in accordance with
conditions set forth in the Financing Agreements.
(C)
Senior Lenders have requested the Authority to enter into this Substitution
Four Laning of Talegaon-Amrovafi Section of NH-6 from km 100.000 to km
166.72s (Length - kin 66.73) in the State of Mnhararhfro under NHDP Phase III
on DBFOTBasis
v-I
Agreement for securing their interests through assignment, transfer and
substitution of the Concession to a Nominated Company in accordance with
the provisions ofthis Agreement and the Concession Agreement.
(D)
In order to enable implementation of the Project including its financing,
construction, operation and maintenance, the Authority has agreed and
undertaken to transfer and assign the Concession to a Nominated Company
in accordance with the terms and conditions set forth in this Agreement and
NOW I T IS HEREBY AGREED as follows:
1.1 Definitions
In this Substitution Agreement, the following words and expressions shall,
unless repugnant to the context or meaning thereof, have the meaning
hereinafter respectively assigned to them:
"Agreement" means this Substitution Agreement and any amendment
thereto made in accordance with the provisions contained in this Agreement;
"Financial Default" means occurrence of a material breach of the terns and
conditions of the Financing Agreements or a continuous default in Debt
Service by the Concessionaire for a minimum period of 3 (three) months;
"Nominated Company" means a company, incorporated under the
provisions of the Companies Act, 1956, selected by the Lenders'
Representative, on behalf of Senior Lenders, and proposed to the Authority
for assignmentltransfer of the Concession as provided in this Agreement;
"Notice of Financial Default" shall have the meaning ascribed thereto in
Clause3.2.1; and
7 \
the parties to this Agreement collectively and "Party" shall
e Parties to this Agreement individually.
Representative shall, unless repugnant to the conte
or meaning thereof, mean references to the Lenders' Representative, acting
166 725 (Length - km 66.73) in the State of Maharashrra under NHDP Phase 111
on DBFOTBasis
v-2
National Highways Authoriry of India
Schedules
for and on behalf of Senior Lenders.
this Agreement.
1.2.3 The words and expressions beginning with capital letters and defined in this
Agreement shall have the meaning ascribed thereto herein, and the words and
expressions used in this Agreement and not defined herein but defined in the
Concession Agreement shall, unless repugnant to the context, have the
2 ASSIGNMENT
2.1 Pssignrnent of rights and title
The Concessionaire hereby assigns the rights, title and interest in the
Concession to, and in favour of, the Lenders' Representative pursuant to and
in accordance with the provisions of this Agreement and the Concession
Agreement by way of security in respect of financing by the Senior Lenders
under the Financing Agreements.
3 SUBSTITUTION OF THE CONCESSIONAEW
3.1 Rights of substitution
3.1.1 Pursuant to the rights, title and interest assigned under Clause 2.1, the
Lenders' Representative shall be entitled to substitute the Concessionaire by
a Nominated Company under and in accordance with the provisions of this
Agreement and the Concession Agreement.
3.1.2 The Authority hereby agrees to substitute the Concessionaire by endorsement
on the Concession Agreement in favour of the Nominated Company selected
by the Lenders' Representative in accordance with this Agreement. (For the
ayvo$!ance of doubt, the Senior Lenders or the Lenders' Representative shall
to operate and maintain the Project Highway as
either individually or collectively).
n upon occurrence of Financial Default
urrence of a Financial Default, the Lenders' Representative pay
to the Concessionaire (the "Notice of Financial Defau
along with particulars thereof, and send a copy to the Authority for its
Four Laning of Talegaon-Amrmaii Section of NH-6 from km 100.000 to km
166.725 (Lengih - km 66.73) in the State of Maharashtra under NHDP Phare 111
on DBFOT Basis
National Highways Aulhority oflndia Schedules
information and record. A Notice of Financial Default under this Clause 3
shall be conclusive evidence of such Financial Default and it shall be final
and binding upon the Concessionaire for the purposes of this Agreement.
3.2.2 Upon issue of a Notice of Financial Default hereunder, the Lenders'
Representative may, without prejudice to any of its rights or remedies under
this Agreement or the Financing Agreements, substitute the Concessionaire
by a Nominated Company in accordance with the provisions of this
Agreement.
3.2.3 At any time after the Lenders' Representative has issued a Notice of
Financial Default, it may by notice require the Authority to suspend all the
rights of the Concessionaire and undertake the operation and maintenance of
the Project Highway in accordance with the provisions of Article 36 of the
Concession Agreement, and upon receipt of such notice, the Authority shall
undertake Suspension under and in accordance with the provisions of the
Concession Agreement. The aforesaid Suspension shall be revoked upon
substitution of the Concessionaire by a Nominated Company, and in the
event such substitution is not completed within 180 (one hundred and eighty)
days from the date of such Suspension, the Authority may terminate the
Concession Agreement forthwith by issuing a Termination Notice in
accordance with the provisions of the Concession Agreement; provided that
upon written request from the Lenders' Representative and the
Concessionaire, the Authority may extend the aforesaid period of 180 (one
hundred and eighty) days by a period not exceeding 90 (ninety) days.
3.3 Substitution upon occurrence of Concessionaire Default
3.3.1 Upon occurrence of a Concessionaire Default, the Authority shail by a notice
inform the Lenders' Representative of its intention to issue a Termination
Notice and grant 15 (fifteen) days time to the Lenders' Representative to
make a representation, stating the intention to substitute the Concessionaire
by a Nominated Company.
3.3.2 In the event that the Lenders' Representative makes a representation to the
Authority within the period of 15 (fifteen) days specified in Clause 3.3.1,
to substitute the Concessionaire by a Nominated
the Lenders' Representative shall be entitled to undertake an?
substitution of the Concessionaire by a Nominated Company in
, . .
the provisions of this Agreement within a period of 180 (one
(one hundred and eighty) days; provided that upon
days from the date of such representation, and
withhold Termination or undertake Suspension for
166.725 (Length - km 66.73) in the Stare of~Moharashlra under NHDP Phase III
on DBFOT Basis
v 4
written request from the Lenders' Representative and the Concessionaire, the
Authority shall extend the aforesaid period of 180 (one hundred and eighty)
days by a period not exceeding 90 (ninety) days.
3.4 Procedure for substitution
3.4.1 The Authority and the Concessionaire hereby agree that on or after the date
of Notice of Financial Default or the date of representation to the Authority
under Clause 3.3.2, as the case may be, the Lenders' Representative may,
without prejudice to any of the other rights or remedies of the Senior
Lenders, invite, negotiate and procure offers, either by private negotiations or
public auction or tenders for the take over and transfer of the Project
Highway including the Concession to the Nominated Company upon such
Nominated Company's assumption of the liabilities and obligations of the
Concessionaire towards the Authority under the Concession Agreement and
towards the Senior Lenders under the Financing Agreements.
3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated
Company shall be required to fulfil the eligibility criteria that were laid down
by the Authority for shortlisting the bidders for award of the Concession;
provided that the Lenders' Representative may. represent to the Authority that
all or any of such criteria may be waived in the interest of the Project, and if
the Authority determines that such waiver shall not have any material
adverse effect on the Project, it may waive all or any of such eligibility
criteria.
3.4.3 Upon selection of a Nominated Company, the Lenders' Representative shall
request the Authority to:
(a)
accede to transfer to the Nominated Company the right to construct,
operate and maintain the Project Highway in accordance with the
provisions of the Concession Agreement;
(b)
endorse and transfer the Concession to the Nominated Company, on
the same terms and conditions, for the residual Concession Period;
and
(c)
ehter into a Substitution Agreement with the Lenders' Represent
and the Nominated Company on the same terms as are contain
'/ thii ~ ~ r e c me n t .
. .
\ .."
' Fi4; !fth_e:~uthority has ary objection to the transfer of Concession in favour o
- -6 Nominated Company in accordance with this Agreement, it shall within
15 (fifteen) days from the date of proposal made by the Lenders'
166.725 (Length - km 66.73) in the State of Maharashtra under NNDP Phase 111
on DBFOT Basis
v-5
National Highways Authority oflndia Schedules
Representative, give a reasoned order after hearing the Lenders'
Representative. If no such objection is raised by the Authority, the
Nominated Company shall be deemed to have been accepted. The Authority
thereupon shall transfer and endorse the Concession within 15 (fifteen) days
of its acceptance/deemed acceptance of the Nominated Company; provided
that in the event of such objection by the Authority, the Lenders'
Representative may propose another Nominated Company whereupon the
procedure set forth in this Clause 3.4 shall be followed for substitution of
such Nominated Company in place of the Concessionaire.
3.5 Selection to be binding
The decision of the Lenders' Representative and the Authority in selection of
the Nominated Company shall be final and binding on the Concessionaire.
The Concessionaire irrevocably agrees and waives any right to challenge the
actions of the Lenders' Representative or the Senior Lenders or the Authority
taken pursuant to this Agreement including the transfer/assignment of the
Concession in favour of the Nominated Company. The Concessionaire
agrees and confirms that it shall not have any right to seek revaluation of
assets of the Project or the Concessionaire's shares. It is hereby
acknowledged by the Parties that the rights of the Lenders' Representative
are irrevocable and shall not be contested in any proceedings before any
court or Authority and the Concessionaire shall have no right or remedy to
prevent, obstruct or restrain the Authority or the Lenders' Representative
from effecting or causing the transfer by substitution and endorsement of the
Concession as requested by the Lenders' Representative.
4 PROJECT AGREEMENTS
4.1 Substitution of Nominated Company in Project Agreements
The Concessionaire shall ensure and procure that each Project Agreement
contains provisions that entitle the Nominated Company to step into such
Project Agreement, in its discretion, in place and substitution of the
~ohs s i ona i r e in the event of such Nominated Company's assumption of
the-,it&ilities and obligations of the Concessionaire under the Concession
$ pgr eer nent .
, . : ,
. .
..
2 . OF CONCESSION AGREEMENT , .
upon occurrence of Financial Default
At any time after issue of a Notice of Financial Default, the Lenders'
Representative may by a notice in writing require the Authority to terminate
Four Laning of Talegaon-Amravati Section of NFI-6 f r om km 100.000 to km
166.725 (Length - km 66.73) in the State of Maharashtra under NHDP Phase I l l
on DBFOT Basis
V-6
the Concession Agreement forthwith, and upon receipt of such notice, the
Authority shall undertake Termination under and in accordance with the
provisions of Article 37 of the Concession Agreement.
5.2 Termination when no Nominated Company is selected
In the event that no Nominated Company acceptable to the Authority is
selected and recommended by the Lenders' Representative within the period
of 180 (one hundred and eighty) days or any extension thereof as set forth in
Clause 3.3.2, the Authority may terminate the Concession Agreement
forthwith in accordance with the provisions thereof.
5.3 Realisation of Debt Due
The Authority and the Concessionaire hereby acknowledge and agree that,
without prejudice to their any other right or remedy, the Lenders'
Representative is entitled to receive from the Concessionaire, without any
further reference to or consent of the Concessionaire, the Debt Due upon
Termination of the Concession Agreement. For realisation of the Debt Due,
the Lenders' Representative shall be entitled to make its claim from the
Escrow Account in accordance with the provisions of the Concession
Agreement and the Escrow Agreement.
6 DURATION OF THE AGREEMENT
6.1 Duration of the Agreement
This Agreement shall come into force from the date hereof and shall expire
at the earliest to occur of the following events:
(a)
Termination of the Agreement; or
(b)
no sum remains to be advanced, or is outstanding to the Senior
Lenders, under the Financing Agreements.
7
will indemnify, defend and hold the Authority and t
~ -.
harmless against any and all proceedings, actions
ird party claims for any loss, damage, cost and expense of whatever
kind and nature arising out of any breach by the Concessionaire of any of its
.
obligations under this Agreement or on account of failure of the
Concessionaire to comply with Applicable Laws and Applicable Permits.
Four Laning of Tnlegaon-Amrwati Section of NH-6 from km 100.000 to km
166.725 (Length - km 66.73) in the Stare of Maharashtra under NHDP Phase 111
on DBFOT Basis
v-7
d -
damage, cost and expense arising out of failure of the Authority to hlfil any
of its obligations under this Agreement, materially and adversely affecting
the performance of the Concessionaire's obligations under the Concession
Agreement or this Agreement, other than any loss, damage, cost and
expense, arising out of acts done in discharge of their lawhl functions by the
7.1.3 The Lenders' Representative will indemnify, defend and hold the
Concessionaire harmless against any and all proceedings, actions and third
party claims for any loss, damage, cost and expense arising out of failure of
the Lenders' Representative to fulfil its obligations under this Agreement,
materially and adversely affecting the performance of the Concessionaire's
obligations under the Concession Agreement, other than any loss, damage,
cost and expense, arising out of acts done in discharge of their lawful
functions by the Lenders' Representative, its officers, servants and agents.
m 7.2 Notice and contest of claims
Party"), it shall notify the other Party responsible for indemnifying such
approval of the Indemnifying Party, such approval not to be unreasonably
withheld or delayed. In the event that the Indemnifying Party wishes to
the Indemnified Party and shall bear all costs involved in contesting the
same. The Indemnified Party shall provide all cooperation and assistance in
contesting any claim and shall sign all such writings and documents as the
, . .
I 4 . s
i zL nce or claim arising out of or in connection with this . !--
; :.
not resolved amicably shall be decided by reference t & [
. L
I
to a Board of Arbitrators comprising one nominee each of the
, Concessionaire and the Lenders' Kepresentative. Such arbitration
eld in accordance with the Rules of Arbitration of the International
for Alternative Dispute Resolution, New Delhi (the "Rules") or such
Four Loning of Talegaon-Amrwati Section of NH-6 /?om km 100.000 to km
166.725 (Length - km 66.73) in the Stale of itfahahorashtro under NHDP Phme I11
on DBFOTBasis
V-8
Narional Highways Aufhorily of India Schedules
other rules as may be mutually agreed by the Parties, and shall be subject to
provisions of the Arbitration and Conciliation Act, 1996.
8.1.2 The Arbitrators shall issue a reasoned award and such award shall be final
and binding on the Parties. The venue of arbitration shall be Delbi and the
9.2 Waiver of sovereign immunity
(a)
commercial purpose;
(b)
(whether by reason of sovereignty or otherwise) from such
(c)
(d)
' proceedings (including the making, enforcement or execution against .,
.. ,
t or in respect of any assets, property or revenues whatsoever
-
. .,. !. -.
-
.
:..+ 1 espective of their use or intended use of any order or
...'
i ::$;that may be made or given in connection therewith).
--
Four Laning of Talegaon-Amrwati Section of NH-6 from km 100.000 to km
166.725 (Length - km 66.73) in the Slate of Maharashtra under NHDP Phase I11
on DBFOTBasis
9.5 Waiver
(a)
(b)
(c)
manner.
9.5.2 Neither the failure by either Party to insist on any occasion upon the
any obligation thereunder nor time or other indulgence granted by a Party to
another Party shall be treated or deemed as waiver of such breach or
hereunder.
-9.7 Survival
Termination of this Agreement:
1.
shall not relieve the Parties of any obligations hereunder which.,.
I
!
I
expressly limiting the liability of either Party, shall not relieve either.
, I
I
Four Laning of Talegaon-AmrwatiS~ccion of NH-6 from km 100.000 to km
166.725 (Lengih - km 66.73) in rhe State of Maharashrra under NHDP Phase 111
on DBFOTBaris
Nafional Highways Authority of India Schedules
Party arising out of or caused by acts or omissions of such Party prior
to the effectiveness of such termination or arising out of such
termination.
Agreement shall only survive for a period of 3 (three) years following the
date of such termination or expiry of this Agreement.
9.8 Severability
If for any reason whatever any provision of this Agreement is or becomes
under Clause 8 of this Agreement or otherwise. .
9.10 Notices
Agreement shall be in writing, shall either be delivered personally or sent by
courier or registered post with an additional copy to be sent by facsimile or
e-mail. The address for service of each Party, its facsimile number and e-
mail address are set out under its name on the signing pages hereto. A notice
shall be effective upon actual receipt thereof, save that where it is received
~ . ..
. .
" ... after 5.30 (five thirty) p.m. on any day, or on a day that is a public holiday,
. ihe notice shall be deemed to be received on the first working day following
':. &$ date of actual receipt. Without prejudice to the foregoing, a Party giving
.or:haking a notice or communication by facsimile or e-mail shall promptly
C !
,
' , . - . e addressee of such notice or communication. It is hereby agreed and
c, ,$J L)r;='
acknowledged that any Party mfiy by notice change the address to which,
Four Laning of Talegaon-Amrwa~i Section of NH-6 from km iOO.000 to km
166.725 (Length - km 66.73) in the Sfare of Moharashlra under NHDP Phase III
on DBFOT Basis
Schedules
WRITTEN.
CONCESSIONAIRE by:
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
(Email address)
NATIONAL HIGHWAYS
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
(Email address)
SENIOR LENDERS by the Lenders' Representative:
(Signature)
(Name)
(Designation)
(Address)
(Fax)
(Email address)
In the presence of:
1.
on DBFOT Basis
Nafional Highways Authorip of Jndia Schedules
SCHEDULE W
(See Clause 47.3)
STATE SUPPORT AGREEMENT
THIS STATE SUPPORT AGREEMENT is made on this day of
200- AMONGST
1
THE GOVERNOR OF THE STATE OF MAHARASHTRA through the
Secretary, Ministry of , Government of Maharashtra,
(hereinafter referred to as "GOMII" which expression shall unless repugnant
to the context or meaning thereof include its successors and permitted assigns)
of the One Part,
2 National Highways Authority of India, a statutory body established under
the provisions of the National Highways Authority of India Act, 1988, through
its [ ........... ] and having its principal office at G - 5 & 6, Sector - 10,
Dwarka, New Delhi - 110 075 (hereinafter referred to as "NHAI" which
expression shall unless repugnant to the context or meaning thereof include its
administrators, successors and assigns), of the Second Part,
AND
3 IRB TALEGAON AMRAVATI TOLLWAY PRIVATE LIMITED, a
company incorporated and existing under the provisions of the Companies
Act, 1956 and having its registered office at IRB Complex, Chandivali Farm,
Chandivali Village, Andheri (East) Mumbai - 400072, Maharashtra, India
(hereinafter referred to as the "Concessionaire", which expression shall unless
repugnant to the context or meaning thereof include its successors and
substitutes) of the Third Part.
(Unless repugnant to the context or meaning thereof GOMH, MIA1 and the
Concessionaire are hereinafter collectively referred to as "Parties" and singly as
''pafly*'T:>.,
.
Four Laning of Talegoon-Amravafi Secfion of NH-6 from km 100.000 lo km 166.725
(Length - km 66.73) in the Stare of Maharashfra under NHDP Phase 111 on DBFOT
National Highways Authorip of India
Schedules
WHEREAS
A
The Government of India in the Ministry of Road Transport & Highways has
mandated as on date hereof and may entrust at any time to NHAI specified
sections of various National Highways situated within the State of
Maharashtra for, inter alia, improvement (including four laning), operation
and maintenance on Design, build, finance operate and transfer ("DBFOT")
basis.
B The NHAI had decided to take up the improvement and strengthening of the
existing carriageway from krn 100.000 to km 166.725, on the Talegaon -
Amravati Section of National Highway No. 6 (NH-6) in the State of
Maharashtra, India and widening thereof to 4 lanes and its improvement,
operation and maintenance on DBFOT basis (the "Project") through award of
concession on certain terms and conditions as set forth in the Concession
Agreement (as defined hereinafter).
C NHAI had accordingly, invited Request for Proposals dated November 2008
(the "RFP") for selection of DBFOT Entrepreneurs for, inter alia, execution
and implementation of the said Project on DBFOT basis.
D NHAI had after evaluation of bids received, in response to the RFP, accepted
the bid of the Consortium and had issued its Letter of Acceptance vide Letter
No. NHAI/BOT/11019/20/2008/671 dated 27.08.2009 (the"L0A") to the
Consortium requiring, inter alia, the execution of the Concession Agreement
pursuant thereto.
E The Consortium had promoted and incorporated the Concessionaire as a
limited liability company to enter into the Concession Agreement pursuant to
the LOA for undertaking, inter alia, the design, engineering, financing,
procurement, utility shifting , tree cutting, improvement, construction,
operation and maintenance of the Project on DBFOT basis as referred to in
Recital B and to fulfill its other obligations under the Concession Agreement
and had requested NHAI to accept the Concessionaire as the entity which shall
' * h e and fulfill and perform the obligations and exercise the rights of the
con&@& under the LOA, including under the Concession Agreement to be
pursuant to the LOA.
to the said request of the Consortium and had accordingly
the Concession
the LOA for, inter alia, the design,
Four Laning of Talegaon-Amravati Section of NH-6from km 100.000 to km 166.725
(Length - km 66.73) in the State of Maharashtra under NHDP Phase 111 on DBFOT
Basis
W -2
National Highways Authority ofIndia Schedules
shifting, tree cutting, improvement, construction, operation and maintenance
of the said Project Highway including the widening thereof to 4 lanes on
DBFOT basis subject to and on the terms and conditions setforth therein
including schedules forming part thereof.
G GOMH recognizes that the implementation of the Project and its continued
operation and maintenance under and in accordance with the Concession
Agreement is necessary and required for the development of the State of
Maharashtra in general and development of infrastructure for economic
development and growth of the State in particular and acknowledges that to
enable the implementation of the said Project, including to facilitate its
financing and its operation and maintenance on DBFOT basis, in accordance
with the Concession Agreement, it is necessary for the GOh4H to agree and
undertake to support and extend complete cooperation to the Concessionaire
and NHAI with respect to the implementation of the Project.
H GOMH, NHAI and the Concessionaire have agreed that for the successful
implementation of the Project, including performance of its obligations by the
Concessionaire under and in accordance with the Concession Agreement
requires extensive continued support and grant of certain rights and authorities
as hereinafter set forth by GOMH and is an essential pre-condition for
mobilization of resources therefore by the Concessionaire and therefore it is
necessary and expedient to enter into this Agreement.
-
Four Laning of Talegaon-Amrwati Section ofNH-6from km 100.000 ro km 166.725
(Length - km 66.73) in the State of Maharashtra under NHDP Phase 111on DBFOT
Basis W -3
Schedules
NOW THEREFORE THE PARTIES HERETO HEREBY AGREE AND THIS
AGREEMENT WITNESSETH AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement the following terms shall, unless repugnant to the context or
meaning thereof, have the meaning hereinafter respectively assigned to them.
1.1.1 "Agreement" means this State Support Agreement and all annexures hereto
and amendments if any thereto made in accordance with the provisions
contained herein in this behalf.
1.1.2 "Concession Agreement" means the Concession Agreement dated --------------
entered into between NHAI and the Concessionaire for, inter alia, the
implementation ofthe Project as more fully described therein and shall include
all of its annexures and appendices and any amendments thereto made in
accordance with the provisions contained in this behalf therein.
1 .I .3 "Cure Period" means the period specified in this Agreement for curing any
breach or default under this Agreement by a Party and shall commence from
the date on which notice is delivered to the Party in such breach or default by
any of the other Parties requiring it to cure such breach or default.
1.1.4 "GOMH Agency" means and department, body, authority, commission,
instrumentality, agency, Municipality, Panchayat or other local authority or
any statutory body or authority under the control of GOMH or which is
subject to supervision, direction or control of GOMH in respect of any matter
or which can be suspended, superseded or dissolved by GOMH.
1.1.5 "Local Taxes" means any state or local taxes, duties, levies, cess, fee or
octoroi or any import or surcharge of like nature on the whole or any part of
the traffic including any motorized vehicles or goods while in transit on the
1. I,$/.~''~ORTH'' means Ministry of Road Transport and Highways, earlier
. .
of Road Transport & highways.
shall have the meaning as assigned to it in Article
Four Laning of Talegoon-Amravati Section of NH-6 from km 100.000 lo km 166.725
(Length - km 66.73) in the Stale of ~Uaharashlra under NHDP Phase 111 on DBFOT
Basis
W -4
National Highways Authorify of India Schedules
1.1.8 "Panchayat" shall have the meaning as assigned to it in Article 243B of the
1.1.9 "State Support" means the obligations assumed and the facilities agreed to the
provided by GOMH to the Concessionaire hereunder or pursuant hereto and
shall include the support obligations of the GOMH as setforth in the
1.1.10 "Substitution Agreement" means the Substitution Agreement dated
entered into between the Senior Lenders, NHAI and the
Concessionaire in relation to the Project and providing for substitution of the
Concessionaire by any other person selected by the Senior Lenders in the
manner and subject to and on the terms and conditions set forth therein and a
copy of which is annexed hereto and marked as "Annexure 'A'."
Agreement and not defined herein but defined in the Concession Agreement
shall have, unless repugnant to the context, the meaning respectively assigned
to them in the Concession Agreement. Words and expressions used in this
Agreement and neither defined herein nor in the Concession Agreement but.
defined in the Substitution Agreement shall have the meaning respectively
assigned to them in the Substitution Agreement.
1.3 In this Agreement unless the context otherwise requires-
(a)
any reference to any statute or any statutory provision shall include any
amendment or re-enactment or consolidation thereof so far as such
amendment or re-enactment or consolidation applies or is capable of
applying to any transactions entered into hereunder;
(b)
the words importing singular shall include plural and vice versa, and
reference to a "person" and words denoting natural persons shall
include partnerships, firms, companies, corporations, joint ventures,
iations, organizations or other entities (whether or not
g a separate legal entity) and shall include Government
mentalities and GOMH Agencies;
adings are for convenience of reference only and shall
and shall not affect the construction or interpretation
Four Laning of Talegaon-Arnravoli Section ofNH-6Pom km 100.000 to km 166.725
(Length - km 66.73) in the State ofMaharashtra under NHDP Phase III on DBFOT
National h'ighwoys Authority of India Schedules
(d)
terms beginning with capital letters and defined in this Agreement shall
have the meaning ascribed thereto herein;
(e)
the words "include" and "including" are to be construed without
limitation.
(f)
any reference to a "day" shall mean reference to a calendar day;
(g)
any reference to "month" shall mean reference to a calendar month;
(h)
the Annexures and appendices to this Agreement form an integral part
of this Agreement and will be in full force and effect as though they
were expressly set out in the body of this Agreement;
(i)
any reference at any time to any agreement, deed, instrument, license
or document of any description shall be construed as reference to that
agreement, deed, instrument,, license or other document as amended,
varied, supplemented, modified or suspended at the time of such
reference provided that this clause shall not operate so as to increase
liabilities or obligations of GOMH or NHAI hereunder or pursuant
hereto in any manner whatsoever.
6 )
References to Recitals, Clauses, Sub-clauses, Paragraphs, Annexures' '
or Appendices in this Agreement shall, except where the context
otherwise requires, be deemed to be references to Recitals, Clauses,
Sub-clauses, Paragraphs, Annexures and Appendices of this
Agreement.
(k)
Any agreement, consent, approval, authorization, proposal, notice,
communication, information or report required under or pursuant to
this Agreement from or by any Party or Senior Lender(s) shall be valid
and effectual only if it is in writing under the hands of duty authorized
representative of such Party or the Senior Lender(s), as the case may
, in this behalf and not otherwise; and
rence to any period commencing "from" a specified
"till" or "until" a specified day or date shall include both
.,...
ssionaire" shall include Selectee under the
. , ..
Agreement.
Four Laning of Tolegaon-Amravati Section of NH-6from km 100.000 to km 166.725
(Length - krn 66.73) in the State of Maharashtra under NHDP Phace III on DBFOT
Basis
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National Hi ghwqs Aufhorify of Indis Schedufes
2. TERM
2.1 This Agreement shall come into force on and from the date hereof and shall
continue to be in full force and effect for (i) the period the Concession
Agreement is in force and effect in accordance with the terms thereof
including any extension thereof, or (ii) final determination and discharge by
GOMH of all of its liabilities and claims hereunder against it, whichever is
later.
3. SUPPORT OF GOMH
3.1 In Consideration of the Project being in the interests of the State of
Maharashtra and its economic growth and development and the
Concessionaire entering into the Concession Agreement and agreeing to
comply with its obligations hereunder, GOMH agrees and undertakes to
observe, comply with and perform the following with reference to the
Concession Agreement and the Project:
(i)
enable continued access to the Site to the Concessionaire for peaceful :
use of and operations at the Site by the Concessionaire under ,and in
accordance with the provisions of the Concession Agreement without
any let or hindrance from GOMH or persons claiming through or
under it or any GOMH Agency;
(ii) subject to the Concessionaire complying with Applicable Laws,
including payment of prescribed fee and charges, if any, provide to the
Concessionaire Applicable Permits to the extent GOMH or any
Governmental Instrumentality of GOMH is entitled to issue;
(iii) upon written request from the Concessionaire, assist the
Concessionaire in obtaining access to all necessary infrastructure
facilities from any Governmental Instrumentality of GOMH and to
water, electricity and telecommunication facilities at
no l eu favorable to the
to commercial customers receiving
are erected or placed
GOMH or any GOMH Agency that interrupts free flow of traffic o n -
the Proiect Highway except on account of any law and order situation
Four Laning of Talegaorr-Amruvoti Section of NH-6from km 100.000 to km 166.725
(Length - km 66.73) in the State of Maharashtra under NHDP Phase III on DBFOT
Basis
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Narional Highways Authorily of India Schedules
calamities, disasters (natural, accidental or due to any act or omission
of any person or accident or otherwise) or upon national security
considerations;
(v)
provide the Concessionaire with assistance through a dedicated team
against payment of prescribed fee and charges, if any, for regulation of
traffic on the Project Highway;
(vi)
provide the Concessionaire with police assistance in the form of
dedicated highway patrol parties against payment of prescribed costs
and charges, if any, for patrolling and provision of security on the
Project Highway;
(vii)
observe and comply with its obligations set forth in this Agreement;
(viii) support, cooperate with and facilitate NHAI and the Concessionaire in
the implementation of the Project;
(ix)
subject to and in accordance with the Applicable Laws including
payment of .prescribed fee and charges, if any, assist the
Concessionaire in the procurement of all Applicable Permits required
from any municipality and other local authorities and bodies including
Panchayats in the State of Maharashtra for the implementation of the
Project;
(x)
Laws, that all relevant municipality and other local authorities and
bodies including Panchayats in the State of Maharashtra do not put any
barriers or other obstructions on the Project Highway or accesses
thereto that interrupt free flow of traffic on the Project Highway;
(xi)
Laws, that all relevant municipal and other local authorities and bodies
induding Panchayats in the State of Maharashtra do not levy or impose
or on the traffic and or
without prior express written consent
OMH and after prior consultation with NHAI;
cooperate with and facilitate the NHAl and the Concessionaire
and operation of the Project Highway in
accordance with the provisions of the Concession Agreement;
Four Laning of Talegoon-Amravari Section o f ~ ~ - 6 f r o m krn 100.000 to km 166725
(Length - km 6673) in (he Stare of Maharoshrra under NHDP Phase III on DBFOT
Basis
W -8
Schedules
(xiii) not do or omit to do any act, deed or thing which may in any manner
be violative of or cause the Concessionaire to violate any of the
provisions of the Concession Agreement; and
(xiv)
observe and comply with all of its obligations setforth in this
Agreement.
3.2 Notwithstanding anything to the contrary contained in the Agreement, GOMH
may construct and operate either itself or have the same, inter alia, built and
operated on DBFOT basis or otherwise any Expressway or other toll road, not
being a bye-pass, between inter alia, from km 100.000 to km 166.725 of NH
- 6 (the "Additional Tollway"), provided that such Additional Tollway shall
not be opened to traffic before expiry of 15 (fifteen) years from the Appointed
Date
3.3 GOMH agrees and undertakes that it shall not build and construct nor shall it
cause to be built and constructed any Competing Road in breach of the
3.4 GOMH agrees and undertakes that it shall not levy, nor permit or authorize
any Panchayat or Municipality to levy, any property taxes on or for the Site or
.
Project Highway any additional toll, fee, charge or other tax on the use of
3.5 GOMH acknowledges the rights of Senior Lenders and NHAI under the
Substitution Agreement to undertake the substitution of the Concessionaire in
accordance therewith and hereby covenants that upon substitution of the
, Concessionaire by the Selectee pursuant to and in accordance with the
Substitution Agreement, it shall be deemed for the purposes of this Agreement
that as if Selectee is a Party hereto and the Selectee shall accordingly be
deemed to have succeeded to the rights and obligations of the Concessionaire
under this Agreement on and with effect from the date of such substitution of
the concessio6aire by the Selectee.
3.6 GOMH acknowledges and agrees that each of the Concessionaire and the
NHAI shall have the right to seek specific performance of this Agreement.
/ \
NAIRE'S OBLIGATIONS
' '-\
aire agrees and undertakes to perform, observe and comply with
. <'
(i)
All Applicable Laws and Applicable Permits;
Four Laning of Talegaon-Arnravati Section of NH-6 from km 100.000 to km 166.725
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(ii) The provisions of the Concession Agreement, the Substitution
Agreement, and the Project Agreements; and
(iii)
Its obligations under this Agreement.
5. REPRESENTATIONS AND WARRANTIES
5.1 The Concessionaire reiterates all of the Concessionaire's representations and
warranties setforth in Article 7.1 of the Concession Agreement as if the same
have been expressly incorporated herein by reference and makes the following
further representations and warranties:
(i)
It is duly organized, validly existing and in good standing under the
laws of India.
(ii) It has power and authority to execute, deliver and perform its
obligations under this Agreement and to carry out the transactions
contemplated hereby;
(iii)
It has taken all necessary corporate and other action under Applicable
Laws and its constitutional documents to authorize the execution,
delivery and performance of this Agreement;
(iv)
This Agreemet$ constitutes its legal, valid and binding obligation
enforceable against it in accordance with the terms hereof;
(v)
It is subject to civil and commercial laws of India with respect to this
~gr eement and it hereby expressly and irrevocably waives any
immunity in any jurisdiction in respect thereof;
(vi) A11 the information furnished to the GOMH pertaining to the
Concessionaire including its constitution and existing and proposed
shareholding structure is now and shall be true and correct as on the
Appointed Date and COD;
(vii)
The execution, delivery and performance of this Agreement will not
conflict with, result in the breach of, constitute a default under or
accelerate performance required by any of the terms of the
Concessionaire's Memorandum and Articles of Association or any
member of the Consortium or any Applicable Laws or Applicable
.
Permits or any covenant, agreement, understanding, decree or order to
- .
. ..
k h i c h it is a party or by which it or any of its properties or assets is
:.... ..,
. .
& b&pd or affected;
are no actions, suits, proceedings or investigations pending or, to
oncessionaire's knowledge, threatened against it at law or,$ . .
. .
before any court or before any judicial, quasi judicial or
,,..
the outcome of which may result in the breach of or
constitute a default of the Concessionaire under this Agreement or
Four Laning of Talegaon-Amravari Section of NH-6 from km 100.000 to km 166.725
(Lengrh - km 66.73) in the Stare of Maharashlra under NHDP Phase 111 on DBFOT
Basis
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National Highways Aulhoriry of India
Schedules
which individually or in the aggregate may result in any material
adverse effect on its business, properties or assets or its condition,
financial or otherwise, or in any impairment of its ability to perform its
obligations and duties under this Agreement;
(ix)
The Concessionaire has no knowledge of any violation or default with
respect to any order, writ, injunction or decree of any court or any
legally binding order of any Governmental Instrumentality which may
result in any material adverse effect or impairment of the
Concessionaire's ability to perform its obligations and duties under this
Agreement;
(x)
The Concessionaire has complied with all Applicable Laws and
Applicable Permits, and has not been subject to any fines, penalties,
injunctive relief or any other civil or criminal liabilities which in the
aggregate have or may have material adverse effect on its financial
condition or its ability to perform its obligations and duties under this
Agreement;
(xi)
Each Consortium Member was and is duly organized and existing
under the laws of the jurisdiction of its incorporation and has full
power and authority to consent to and has validly consented to the
Concessionaire entering into this Agreement with the GOMH;
(xii)
No representation or warranty by the Concessionaire contained herein
or in any other document furnished by it to GOMH, or to any GOMH
Agency in relation to Applicable Permits c ha i ns or will contain any
untrue statement of material fact or omits or will omit to state a
material fact necessary to make such representation or warranty not
misleading;
(xiii) The Concessionaire warrants that no sums have been paid or will be
paid, by or on behalf of the Concessionaire, to any Person by way of
fees, commission or otherwise for entering into this Agreement or for
influencing or attempting to influence any officer or employee of
NHAI, or GOMH in connection herewith; and
(xiv)
The Concessionaire is subject to civil and commercial laws of India
with respect to this Agreement.
. . "
'i,
'>.
resents and warrants to the Concessionaire that :
s full power and authority to execute, deliver and perform this
ement.
as taken all necessary governmental action to authorize ,t@:i
execution, delivery and performance of this Agreement; and
Four Laning of Talegoon-Amravufi Section of NH-6 from km 100.000 lo km 166.725
(Length - km 66 73) in the Stale of Muharushm under NHDP Phase I11 on DBFOT
Basis
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National Highwoys Authorify of India Schedules
(iii)
This Agreement constitutes the legal, valid and binding obligation of
GOMH enforceable against it in accordance with its terms.
6. SOVEREIGN IMMUNITY
6.1 GOMH hereby unconditionally and irrevocably:
(i)
Agrees that the execution, delivery and performance by it of this
Agreement do not constitute sovereign acts;
(ii)
Agrees that should any proceedings be brought or any execution,
attachment or any other legal process is made against it or its assets,
property or revenues in any jurisdiction in relation to or arising out of
this Agreement or any transaction contemplated by this Agreement, no
immunity (whether by reason of sovereignty or otherwise) from such
proceedings, execution, attachment or other legal process shall be
claimed by or on behalf of GOMH or with respect to any of its assets,
property or revenues;
(iii)
waives any right of immunity, which it or its assets property or
revenues now has or may acquire in the future or which may be
attributed to it in-any jurisdiction; and
(iv)
consents generally to the enforcement of any judgment or award
against it in any such proceedings including to the giving of any relief
or the issue of any process in any jurisdiction in connection with any
such proceedings including the making, enforcement or execution
against it or any of its assets, property or revenues, of any order,
judgment or decree that may be made or given in connection therewith.
6.2 Notwithstanding anything to the contrary herein contained such waiver of
1
right of immunity shall not apply to
a)
Property and assets of any consular or diplomatic mission or consulate
or
b)
Property belonging to the Defence services and such assets of the
1
I
I
'" >
. .. ,
i . ' L
I f
I
7.1 In c a s e : ~@MH or any GOMH Agency is in material breach of any
.,. !.
. obfigatjgris under this Agreement, and such breach is not cured within 3
I .. %.& celpt of a notice in writing in this behalf from the Concessionaire to
I
I
GOMH with copy to NHAI and which has not occurred as a result of
(Length - km 6673) in the State of MaharashIra under NHDP Phase I11 on DBFOT
Basis
I W -12
Nationa[HighwaysAurhorily of India Schedules
Concessionaire's breach of its obligations under this Agreement or the
Concession Agreement or Force Majeure, GOMH shall pay to the
Concessionaire, all direct additional costs suffered or incurred by the
Concessionaire, determined by MORTH as arising out of such material
default by GOMH.
7.2 In case of any dispute by GOMH on admissibility of the claim or extent of
compensation determined by MORTH, the claim shall be settled in accordance
with the Dispute Settlement mechanism provided in Clause 9 of this
Agreement.
7.3 Any such compensation, as determined by MORTH or through the Dispute
Settlement mechanism setforth in Clause 9 hereof as payable by GOMH, shall
be paid to the Concessionaire by GOMH, in one lump sum within 90 (ninety)
days of receipt of MORTH's determination of compensation or Award made
in the arbitration pursuant to the Dispute Settlement mechanism setforth in
Clause 9 of this Agreement.
-
-Y
7.4
In the event of the Concessionaire being in material breach of any of its
obligations under this Agreement and such breach is not cured by the
:
Concessionaire within 30 days of receipt of a notice in writing from GOMH or
NHAI (the "Claiming Party"), as the case may be, with copy to the other of
them and which has not occurred as a result of breach by Claiming Party of its
obligations under this Agreement or the Concession Agreement or Force
Majeure, the Concessionaire shall pay to the Claiming Party, all direct
additional costs suffered or incurred by it determined by MORTH as arising
out of such material breach by the Concessionaire. In case of any dispute by
the Concessionaire on the admissibility of such claim or the extent of
compensation by MORTH, the claim shall be settled in accordance with the
Dispute Resolution mechanism setforth in Clause 9 of this Agreement. Any
such compensation, as determined by MORTH or by an Award in any
arbitration pursuant to Clause 9, shall be paid within 90 (ninety) days of
receipt of such MORTH determination or Award, as the case may be.
8. INDEMNITY,
,+ naire will indemnify, defend and hold GOMH and N W
any and all proceedings, actions and claims for any ibsr.
4
expense of whatever kind and nature arising out of design,
operation and maintenance of the Project Highway
or arising out of any breach by the Concessionaire of any of its obligations
I
(Length - km 66.73) in the State of Maharashlra under NHDP Phase Ill on DBFOT
i
Basis W -13
under this Agreement or on account of failure of the Concessionaire to comply
with, and observe Applicable Laws and Applicable Permits;
8.2. GOMH will, indemnify, defend and hold harmless the Concessionaire against
any and all proceedings, actions and third party claims for any loss, damage,
cost and expense arising out of failure of GOMH to fulfill any of its
obligations under this Agreement materially and adversely affecting the
Agreement other than any loss, damage, cost and expense, arising out of acts
done in good faith in discharge of their lawful functions by GOMH, its
officers, servants and GOMH Agencies;
8.3. Without limiting the generality of Clause 8.2, the GOMH shall indemnify the
Concessionaire and shall save it harmless from and against any payments
required to be made by the Concessionaire with respect to levy of any Local
Taxes provided nothing contained herein shall be construed or interpreted as
restricting in any way or manner the right of GOMH or any municipality,
Panchayat or other local authorities to levy any taxes which they or any of
them are lawfully entitled to levy, impose or collect (the "Expected Taxes").
The Concessionaire shall. not be entitled to and GOMH shall be under no
obligation to reimburse Expected Taxes to the Concessionaire or any person
claiming through or under the Concessionaire;
8.4. In the event that any of the Parties receives a claim from a third party in
respect of which it is entitled to the benefit of an indemnity under this Clause
8 or in respect of which it is entitled to reimbursement hereunder (the
"Indemnified Party") it shall within 14 (fourteen) days of receipt of the claim
or payment, as the case may be, communicate such claim to the Party
obligated to indemnify the Indemnified Party hereunder (the "Indemnifying
Party") and shall not settle or pay the claim without the prior approval of the
Indemnifying Party. In the event that the Indemnifying Party wishes to
contest or dispute the claim, it may conduct the proceedings in the name of the
Indemnified Party and shall bear all costs involved in contesting the same.
Mprdemnified Party shall provide to the Indemnifying Party all cooperation
, , , 1 .
,<&;\d- s s i s t kce in contesting any claim and shall sign all such writings and . . ....
hi' ' , >,
/d&uments at the risk and cost of the Indemnifying Party as the Indemniqing
:-- ,
i
\ 6. i Pdrty @reasonably require.
\;.. , . . ~ G
9. :GOVERNING LAW AND DISPUTE SETTLEMENT
\ . . ...
Four Laning of Talegaon-Amravati Section of NH-6from km 100.000 l o km 166.725
(Len~t h - km 66.73) in the State of Maharashtra under iVHDP Phase III on DBFOT
National Highways Authorify of India Schedules
9.1. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of India. The provisions contained in Clause 8 and 9
shall survive the termination of this Agreement.
9.2. Any dispute, difference or controversy of whatever nature howsoever arising
out of or in connection with or in relation to this Agreement which is not
resolved amicably within 90 (ninety) days of receipt of notice of such dispute,
difference or controversy from a Party (the "Claimant") by the other
remaining Parties (collectively the "Respondents"), the same shall be decided
fmally by reference to arbitration to a Board or Arbitrators comprising of one
nominee each of the Claimant and of the Respondent against whom the claim
has been made and if the claim is against both the Respondents than the two
Respondents shall jointly select their nominee arbitrator and if the two
Respondents are unable to agree upon such arbitrator than such arbitrator shall
be appointed by the International Centre for Alternative Dispute Resolution,
New Delhi in accordance with its Rules of Arbitration. Such arbitration shall
be held in accordance with the Rules of Arbitration of the International Centre
for Altemative Dispute Resolution, New Delhi. The arbitration shall be
subject to the provisions of the Arbitration and Conciliation Act, 1996 as
amended from time to time. The Arbitrators shall issue a reasoned award. The
venue of such arbitration shall be New Delhi, India. The Award made in any
such arbitration shall be final and binding on the Parties.
9.3. Parties agree that they shall continue to perform their respective obligations
under this Agreement during such arbitration, unless the performance or
otherwise of such arbitration is itself the subject matter of arbitration.
9.4.
The Courts of Delhi shall have exclusive jurisdiction over all matters arising
out of or relating to this Agreement.
10. MISCELLANEOUS
10.1. Alteration of Terms
All additions, amendments, modifications and variations to this agreement
shall be effectual and binding only if it is in writing and signed by the duly
authoripd representatives of GOMH and the Concessionaire.
remedy any breach hereof shall not be construed as a waiver of any of its
Four Laning oj?G$gaon-Amrovoti Section of ,VH-6 from km 100.000 to km 166.725
(Length - km 66 7 sn rhe State of Maharashtra under NHDP Phare III on DBFOT
Basis
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National Higlnvays Aufhorily of India Schedules
rights hereunder by the Parties and ay such indulgence may be on such terms
and subject to such conditions as the Party giving it may specify and shall be
without prejudice to the Parities then accrued respective rights under this
Agreement except to the extent expressly varied in writing.
10.3. Severability of Terms
If any provisions of this Agreement are declared to be invalid, unenforceable
or illegal by any competent arbitration tribunal or court, such invalidity,
unenforceability or illegality shall not prejudice or affect the remaining
provisions of this Agreement, which shall continue in full force and effect.
10.4. Language
All notices, certificates, correspondence or other communications under or in
connection with the Agreement shall be in English
10.5. Notices
Any notice or communication hereunder shall be in writing and shall either be
delivered personally or sent by registered or by electronic means. A copy of
facsimile transmission or other means of telecommunication shall be sent in
permanent written form. A copy of all the notices and communications will
also be forwarded to the Lenders Representative. The service of notice shall
unless otherwise notified by a notice hereunder to the parties at their following
address:
IF to GOMH:
Attn :
Fax no :
Tel no.
IF to the NHAI:
Attn:
Fax no.
Tel no.
. , : . , -.~
' IF to the Concessionaire:
Attn .
F a x 6
Tel no.
- ~ ~ d h c e pursuant hereto will be deemed to have been received on the date
when such notice is in fact received by the addressee.
Four Laning of Talegoon-Amravati Section of NH-6from km 100.000 to km I60 725
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Basis W -16
R
Notional Highways Aurhorify of India Schedules
10.6. Authorized Representatives
Each of the Parties shall by notice in writing designate their respective
authorized representatives through whom only all communications shall be
fresh appointment of its such authorized representative by similar notice.
10.7. Original Document
This Agreement is made in three counterparts, each of which shall be deemed
to be an original.
10.8. In case of any conflict between this Agreement and the Concession
Agreement, the provisions contained in the Concession Agreement shall be
binding on parties signing this State Support Agreement.
10.9. This Agreement is solely for the benefit of the Parties and no other person or
10.10. Termination of this Agreement shall not relieve any Party of any accrued
rights, obligations and liabilities arising out of or caused by any act or
omission of a Party into the effective date of such termination or arising out of
such termination.
10.1 1. This Agreement shall be binding on and shall inure to the benefit of successors
and permitted assigns.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE PUT THEIR
HANDS HEREUNTO ON THE DAY, MONTH AND YEAR FIRST ABOVE
WRITTEN.
FOR CONCESSIONAIRE
FOR GOVT. OF MAHARASHTRA
BY : BY :
Name : Name:
-
Title:
i h'
i
IONAL HlGHWAYS AUTHORITY OF INDIA
I
BY :
Four Laning of Tolegaon-Amrmati Section of NH-6 from krn 100.000 to km 166.725
(Length - km 66.73) in the Stale ofMaharashtra under NHDP Phose III on DBFOT
Schedules
Name :
Title:
In the presence of:
1.
Four Laning of Talegaon-Amravati Section of NH-6fiom km 100.000 to km 166.725
(Length - km 66.73) in the State of Maharmhtra under NHDP Phase Ill on DBFOT

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