EXPRESSION OF INTEREST DOCUMENT INVITATION OF EXPRESSION OF INTEREST (“EOI”) FOR SUBSTITUTION OF CONCESSIONAIRE IN THE PROJECT OF “TWO LANING OF CHOMU MAHLA SECTION VIA RENWAL, JOBNER (COMPRISING APPROXIMATELY 82.272 KM) ALONG THE STATE HIGHWAY 8A (SH-8A) AND OTHER DISTRICT ROADS (ODR-2) IN THE STATE OF RAJASTHAN, INDIA” Issued by: Lenders’ Representative Union Bank of India Dated: February 9 th , 2019
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EXPRESSION OF INTEREST DOCUMENT
INVITATION OF EXPRESSION OF INTEREST (“EOI”) FOR SUBSTITUTION OF CONCESSIONAIRE IN THE
PROJECT OF “TWO LANING OF CHOMU MAHLA SECTION VIA RENWAL, JOBNER (COMPRISING
APPROXIMATELY 82.272 KM) ALONG THE STATE HIGHWAY 8A (SH-8A) AND OTHER DISTRICT ROADS
(ODR-2) IN THE STATE OF RAJASTHAN, INDIA”
Issued by:
Lenders’ Representative
Union Bank of India
Dated: February 9th, 2019
CONTACT PERSONS
Union Bank of India
Mr. Dheeraj Sharma, Chief Manager
Industrial Finance Branch, 239, Union Bank Bhavan, Vidhan Bhavan Marg, Nariman Point, Mumbai - 400 021,
Address: Industrial Finance Branch, 239, Union Bank Bhavan, Vidhan Bhavan Marg, Nariman
Point, Mumbai - 400 021, Maharashtra
In the event the EOI is received by any other means, the same shall not be accepted by the Lenders’ Representative.
1. The Lenders/Lenders’ Representative shall bear no responsibility for non-receipt of EOI or any other
correspondence sent by post/courier. The EOIs submitted after the above-mentioned date will not be
accepted.
2. The Bidders shall bear all costs associated with the preparation and submission of the EOI. The Lenders/
Lenders’ Representative shall not, under any circumstances be responsible or liable for any such costs in
this regard, whether direct, incidental or consequential.
3. The EOI, as required to be submitted shall consist of the following:
A. Description: Brief overview of the business operations of the Bidder and strategic objectives for
pursuing the Proposed Transaction, including past experience in investments, operation and/or
management of road sector/related business(s).
B. Principal: Confirmation that the EOI is made as principal for your own account and in the case
of a Consortium, the identities of all other principals is provided for in your EOI, and not in any
other capacity or agency.
C. NDA: Duly executed and stamped Non-Disclosure Agreement.
4. The EOI that are incomplete in any respect, or are not consistent with the requirements of this EOI Document, or do not contain the details and documents required by this EOI Document or the
specified formats/Annexures, may be considered non-responsive and shall be liable to be rejected by the Lenders at its sole discretion without assigning any reason whatsoever.
5. Strict adherence to formats/Annexures, wherever specified, is required. Non-adherence to
formats/Annexures may be a ground for declaring the EOI non-responsive and such EOI may be rejected
by the Lenders at its sole discretion, without assigning any reason whatsoever. Without prejudice to
the above, the Bidder should note that the formats have been inserted for the convenience of the Bidder
and may not exhaustively enumerate or describe various information required to be provided by
the Bidder under this EOI Document. The Bidder should ensure that all the information required to be
provided by it in terms of this EOI Document is included in its EOI whether or not a particular format
makes provision for submission of such information and/or whether or not a format for submission of
such information is incorporated in this EOI.
6. All the communications and information provided shall be legible, and wherever information is
given in figures, it shall also be mentioned in words. In case of discrepancy, the words will prevail
7. No change in, or supplementary information to, a EOI shall be accepted after its submission. However,
the Lenders reserve the right to seek additional information or clarifications from the Bidder, if it
considers necessary, during the course of evaluation of the EOI. The Bidder shall respond in writing to
any such request for additional information or clarifications within the time stipulated by the Lenders.
Non-submission, incomplete submission or delayed submission of such additional information or
clarifications sought by the Lenders, may be a ground for rejecting the EOI.
8. If any claim made, or information/document provided, by the Bidder in the EOI or any information or
clarification provided by the Bidder in response to any request of the Lenders, is found to be incorrect,
false or is a misrepresentation of facts, or a document supplied is forged, then the EOI may be rejected by
the Lenders at their sole discretion without assigning any reason whatsoever.
9. Mere submission of EOI would not entitle a Bidder to contend or claim that it meets the Qualifying Criteria. Lenders’ decision in this regard shall be final and binding and not open to protest or challenge.
Lenders reserve the right to vet, verify or investigate any or all information/documents submitted by the
Bidder in any manner as it deems fit whether by itself or with the assistance of third parties. Lenders reserve the rights to cross-check any details furnished by the Bidder and the Bidder shall provide
reasonable assistance to the Lenders in this regard, if requested. The Lenders reserve the right to call for
original of the supporting documents submitted by the Bidder for verification, if it deems fit, and also
cross check for any details as furnished by the Bidder from Bidder's previous clients, consultants,
other sources, etc. Bidder shall have no objection whatsoever in this regard and consents to the taking of
the above actions by the Lenders.
10. The Bidder shall submit all the formats prescribed in Annexure of the EOI Document.
11. Indicative Timelines:
Event Timings
Last date and time for sending queries 06:00 PM (IST), 25022019
EOI and NDA along with duly filled relevant Annexures of
the EOI Documents submission due date and time
12:00 PM (IST), 27022019
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CHAPTER II
QUALIFICATIONS & DISQUALIFICATIONS
I. QUALIFICATIONS
The Bidders shall comply with the following Qualification Criteria (as defined hereinafter) for the
purpose of providing its Bid in relation to the Proposed Transaction:
(1) The EOI Documents submitted by the Bidders shall be in accordance with the terms and
conditions mentioned in this EOI Document.
(2) A Bidder may include any private limited company, public limited company, sole
proprietary firm, fund or a partnership firm, all registered in India or a company or fund
registered outside India, which is eligible to invest in India under the laws of India (subject
to such parties obtaining all applicable statutory approvals by themselves).
(3) A Bidder can be a strategic investor (“SI”) and/ or a financial investor (“FI”). The eligibility
criteria for both, SI and FI have been detailed below. The SI may include corporate entities
having experience in similar sectors with domestic or global experience or both. The FI may
include private equity funds, investment funds, sovereign wealth funds etc. Please note that
this is an indicative list and is not exhaustive and has been presented for illustration purposes
only.
(4) A Bidder must demonstrate the following technical and financial capacity (“Qualification
Criteria”):
A. Technical Capacity (to be self-certified by the Bidder)
i. A Bidder, directly or through an Affiliate(s), should either:
(a) have developed and/or is currently operating roads/highway
connectivity projects as per the general technical specifications
contained in Ministry of Road Transport and Highways,
Government of India (“MORTH”);
(b) any other applicable technical specifications as on the date of
submission of EOI Document pertaining and relevant to the
Project; and
(c) technical qualifications prescribed by the Government with
respect to the Proposed Transaction for substitution of the
Concessionaire prior to, or on or any time after the date of this
EOI Document.
ii. In case where the Bidder does not have the experience in developing or
operating roads/highways such Bidder may enter into a tie-up with a
technical partner who meets the above technical criteria (with a minimum
of 26% (twenty percent) equity shareholding in such joint
venture/Consortium) or engage an operations and management contractor
(“O&M Contractor”) who is operating such projects for a period of at
least 5 (five) years.
iii. At the time of the submission of the EOI Document, the Bidder shall provide
an undertaking to the effect that the Bidder shall engage an O&M Contractor/
or form a joint venture company with such an O&M Contractor. It is clarified
that there is no requirement of O&M partner to hold any equity stake in
Consortium for satisfying the Qualification Criteria.
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B. Financial Capacity
i. Financial Capacity of a SI (to be duly certified by an auditor of national
repute)
Consolidated Net-worth/shareholders’ funds of Rs.33,50,00,000/-
(Rupees Thirty-Three Crores Fifty Lakh only) or more as on March
31, 2018.
ii. Financial Capacity of a FI (to be duly certified by an auditor of national
repute)
Minimum Assets Under Management (“AUM”) of
Rs.250,00,00,000/-(Rupees Two Hundred and Fifty Crores Only) or
more as on March 31, 2018; or
Committed funds available for investment/deployment in Indian
companies or Indian assets of Rs.250,00,00,000/- (Rupees Two
Hundred and Fifty Crores Only) or more as on March 31, 2018.
(5) In the event a Bidder is a Consortium, it shall comply with the following requirements:
i. Members of a Consortium having participation interest of at least 26% (twenty-six per
cent) in the Consortium shall only be considered for evaluation. All provisions
applicable to a Bidder in terms of this EOI Document shall apply to each such member
of the Consortium unless otherwise specified.
ii. In the event the Consortium is made up of body corporates, Net-worth of Consortium
shall be calculated as the weighted average of the Net-worth (value of any negative
parameter shall be considered as nil). Provided that only such portion of their Net-
worth as is proportionate to their shareholding in the Consortium will be considered
towards the qualification criteria under the EOI Document.
iii. In the event the Consortium is made up of FI/funds/private equity investors/non-
banking financial companies/any other applicants, the minimum AUM of Consortium
shall be calculated as weighted average of individual member’s AUM or committed
funds available for investment/deployment in Indian companies shall be calculated as
weighted average of individual member’s committed fund to investment/deployment
in Indian companies. Provided that only such portion of their AUM/committed funds
as is proportionate to their shareholding in the Consortium will be considered towards
the qualification criteria under the EOI Document.
iv. No change in Lead Partner shall be permitted after the last date for submission of the
EOI Document. However, the other members may undergo change up to the Bid Due
Date provided, the applicable Qualification Criteria set out in this document are met to
the satisfaction of the Lenders.
v. Any fund/corporate entity can participate in only 1 (one) Consortium or can submit
only one EOI Document.
vi. Incorporation of a special purpose vehicle (in the form of a company) in India shall be
mandatory, prior to entering into definitive agreements, in accordance with the terms
of the Bid Document.
(6) Any Government promoted fund/quasi sovereign wealth fund promoted by Government of
India/ State Governments in India having an AUM of at least Rs.250,00,00,000 (Rupees Two
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Hundred and Fifty Crores) or committed funds available for investment / deployment in Indian
companies of at least Rs.250,00,00,000 (Rupees Two Hundred and Fifty Crores) as on March
31, 2018 shall be eligible to directly procure the Bid Document.
(7) The Bidder including any member of the Consortium or a fund or a financial institution or a
private equity investor or Group Company or Affiliate or a chief executive officer (“CEO”) or
any of the directors/ manager/ key managerial personnel of the Bidder including any member
of the Consortium or their Affiliate should not have been charge-sheeted by any agency of the
government or convicted by a court of law with regard to matters relating to corruption, security
and integrity of the country.
(8) A Bidder including any Consortium member or Group Company of such Bidder including any
Consortium member or its Affiliate or CEO or any of the directors/ manager/key managerial
personnel of the Bidder should not have been convicted by a court of law or indicted nor should
any adverse orders have been passed by a regulatory authority which could cast a doubt on the
ability of the Bidder to undertake the transaction or which relates to a grave offence that outrages
the moral sense of the community in regard to matters other than matters related to the security
and integrity of the country.
II. DISQUALIFICATIONS
(1) The Lenders shall not consider for the purpose of qualification, any EOI which has been found
to be incomplete in content or attachments.
(2) Without prejudice, the Bidder may be disqualified and its EOI may be excluded from further
consideration in relation to the Proposed Transaction, on account of non-compliance with the
terms hereof or for any of the reasons (including without limitation) listed below at the sole and
absolute discretion of the Lenders:
a. Misrepresentation by the Bidder in the EOI Document.
b. Failure by the Bidder to provide the information required to be provided in the EOI
Document.
c. Submission of EOI Document in respect of any Bidder/ its Consortium, where such
Bidder or member of a Consortium had already submitted an EOI Document either
independently or is a member of another Consortium which has already submitted an
EOI Document.
d. Lenders decide that the Bidder is not satisfying the qualification criteria, set out under
the EOI Document and hence is not being eligible. Without prejudice to the generality
of the above, the criteria may include among others, the track record (financial,
operational strength, turnaround experience or otherwise) of the Bidder, Bidder’s
financial strength, etc.
e. Failure to comply with any request of Lenders in relation to the Proposed Transaction
including providing further documents, details or information in relation to the EOI
Document or documents submitted in relation to the EOI Document.
f. If it is discovered at any time that the Bidder is subject matter of any winding
up/insolvency proceedings or has taken any step to apply for it or any analogous
proceedings.
g. The Bidder is unable to pay its debts or is otherwise insolvent or has entered into any
discussions with its lenders for rescheduling of its debts or for any arrangement or
compromise in relation to a debt.
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h. If execution or distress is levied on or any receiver is appointed in respect of any
material assets of the Bidder.
i. Any information regarding the Bidder which in the opinion of the Lenders is
detrimental to the Proposed Transaction and/or the interests of the Lenders.
j. Non fulfilment of any other condition as listed in the EOI Document.
(3) If any information, which in the opinion of the Lenders is detrimental to the Proposed
Transaction or the interest of the Lenders, becomes known to the Lenders after the Bidder has
been qualified, the Lenders reserve a right to reject the EOI Document of such Bidder, In the
event the Bidder is a Consortium, the Lenders, would disqualify the entire Consortium.
(4) The Lenders’ determination that 1 (one) or more of the events specified herein above has
occurred shall be final and conclusive.
(5) The Lenders reserve the right to waive any of the aforesaid disqualification at their sole
discretion.
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ANNEXURE I(A)
EXPRESSION OF INTEREST
(Note: On the Letterhead of the Bidder Submitting the EOI)
Address: Industrial Finance Branch, 239, Union Bank Bhavan, Vidhan Bhavan Marg, Nariman Point, Mumbai
- 400 021, Maharashtra
Subject: Expression of Interest (“EOI”) – Substitution of concessionaire in the project of “Two laning of
Chomu Mahla section via Renwal, Jobner along the State Highway 8A (SH-8A) and Other District
Roads (ODR-2) in the state of Rajasthan, India.
Dear Sir,
In response to the advertisement in [Insert the names of the newspaper and website] dated DDMMYYYY inviting
expressions of interest as captioned above (“Advertisement”), we hereby submit an EOI for substitution of the
Concessionaire.
We are members of a Consortium – [●] (constitution of which has been described in the Expression of Interest),
which jointly satisfies the Qualifying Criteria as detailed in the EOI Document.
We have agreed that (insert member’s name) will act as the Lead Partner of our Consortium.
We have also set out the following in the formats prescribed by you:
(a) information in relation to Bidder in the format prescribed in Annexure II;
(b) the statement of legal capacity for the Bidder/the Consortium in the format prescribed in Annexure III
/IV, as the case may be; and
(c) the undertaking and representation by the Bidder as prescribed in Annexure V
Annexures II, III/IV and V shall be cumulatively referred to as the “Annexures”.
The information furnished by us in this EOI is true, correct, complete, accurate to the best of our knowledge and
duly authorized for submission. Based on this information we understand you would be able to evaluate our
preliminary proposal/ interest.
We shall provide the Lenders with all such documents and information as maybe requested by the Lenders
regarding the above, within such time period as may be specified by the Lenders.
Capitalised terms used but not defined herein shall have the meanings set out in the EOI Document and documents
referred to therein.
We however, understand and acknowledge that Lenders reserve the right at their sole discretion to decide whether
or not to pre-qualify our proposal without disclosing the reason whatsoever, or to cancel the process, without any
liability.
Sincerely yours,
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On behalf of [Insert the name of the entity submitting the EOI]2
Signature: ________________________
Name of Signatory:
Designation:
Common Seal/Stamp
2 Note: To be signed by authorized signatory of each member of the Consortium. The person signing the EOI
and other supporting documents should be an authorized signatory. The authorized signatory should be
supported by necessary board resolutions and corporate authorizations. However, in absence of a Board
resolution and corporate authorizations, the EOI and other supporting documents, can be signed on behalf of
the Bidder by any of the following officials: (i) the Chief Executive Officer or the Managing Director; (ii) the
Company Secretary; (iii) the Whole-time Director; and (iv) the Chief Financial Officer.
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ANNEXURE II
DETAILS OF THE BIDDER
1. Name and Address
Name of the Bidder:
Address:
Telephone No:
Fax:
Email:
2. Contact Person:
Name:
Designation:
Telephone No:
Email:
Note: In case contact person is other than Authorised
Signatory, provide authorization letter
3. CIN/GST No./PAN or equivalent details of
Bidder with supporting documents3:
CIN No:
GST No:
3 In case the Interested Bidder is a foreign entity, applicable registration/ incorporation information and documents may be submitted as per the applicable law of the
jurisdiction to which the foreign entity is subject to.
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PAN No:
4. Date of establishment of Bidder/promoter group:
5. Core area of expertise of the Bidder:
6. Experience in infrastructure sector / road sector
related to the Company
(Along with value and time of
completion/award):
7. Key operations/Financial parameters of last five
years
(Tentative – Investors to fill in the relevant
parameters as applicable;
Financial parameters to be submitted on Standalone
as well as consolidated)
FY 2014 2015 2016 2017 2018
Total area (in kms)
maintained/operated
Sector Experience
Assets Under Management
Committed funds available for
investment/deployment in Indian
companies or Indian assets
Financial Rs. Crs/USD Mn
FY 2014 2015 2016 2017 2018
Sales
EBITDA
Tangible Net-worth
TOL/TNW
Credit Rating
* Relevant parameters may be included in case bidder is from other industry
Investors may incorporate other suitably relevant parameters supporting technical expertise/financial
strength.
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8. Company Credentials (especially related to)-
(i) Turnaround / road sector / operations to
establish the case for qualification)
(ii) Technical collaborations with road sector
experts
9. Strategic objective for pursuing the Proposed
Transaction
10. Any history of the Company/ affiliate being
declared “wilful defaulter”/ “non-cooperative
borrower”:
Consortium of Bidders- Provide details of
1. Consortium Leader (Lead Partner) Details
Name of the Company:
Name & Designation of the contact person:
Corporate/ Registered Address:
Telephone No:
Fax:
Email:
2. Other Consortium Member’s Details
Name of the Company:
Name & Designation of the contact person:
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Corporate/ Registered Address:
Telephone No:
Fax:
Email:
3. Profile of the consortium/including leader
Date of incorporation:
CIN:
GSTIN:
PAN:
Shareholding Pattern:
(or similar documents along with the supporting
documents)
4. Date of establishment of Consortium member
companies/Promoter Group:
5. Core area of expertise of the Consortium
members:
(include other, if from related industry)
6. Experience in infrastructure sector / road sector
/ sector related to the Company
(Along with value and time of completion/award)
(include other, if from related industry)
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7. Key operations/Financial parameters
of last five years
(Tentative – Investors to fill in the relevant
parameters as applicable;
Financial parameters to be submitted on standalone
as well as consolidated)
FY 2014 2015 2016 2017 2018
Total stretch (in kms)
maintained / operated
Sector Experience
Assets Under
Management
Committed funds
available for investment /
deployment in Indian
companies or Indian
assets
Financial Rs.Crs/USD Mn
FY 2014 2015 2016 2017 2018
Sales
EBITDA
Tangible Net-worth
TOL/TNW
Credit Rating
* Relevant parameters may be included in case Bidder is from other industry
Investors may incorporate other suitably relevant parameters supporting technical expertise/financial
strength
8. Company Credentials (especially related to)-
(i) Turnaround/ road sector/operations/any other
sector related to the Company (to establish the
case for qualification)
(ii) Technical collaborations with road sector
experts
9. Strategic objective for pursuing the Proposed
Transaction
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10. Any history of the Company/ affiliate being
declared “wilful defaulter”/ “non-cooperative
borrower”:
Supporting Documents: Further, following details/documents shall be incorporated for respective Bidder/ Consortium members where ever applicable -
A. For Existence/Incorporation: Relevant constitutional document(s) to confirm existence as on March 31, 2018.
B. If the Bidder/Consortium is a foreign company/ overseas corporate body, specify list of statutory approvals from GoI/RBI applied for/obtained/awaited.
C. Technical credentials required as per EOI Document shall be self-certified by the Bidder.
D. Role/ Interest of each member in the Consortium (if applicable).
E. Details of team (in case of Financial Investor(s)) along with experience and details of experience in specific sector.
Legal Documents:
Provide copy of the legal registration (including copies of the constitutional documents), CIN, VAT and PAN registration certificates of the firm, with their latest renewals,
wherever applicable
Yours faithfully
Authorized Signatory
For and on behalf of the Bidder
Note: Please follow the order adopted in the format provided. If the Bidder is unable to respond to a particular question/ request, the relevant number must be nonetheless be
set out with the words “No response given” against it.