EXPRESSION OF INTEREST (EOI)

Invitation of EOI for

Selection of
Joint Venture Partners
For
Development, Operation and Maintenance of
Bhuj Nalliya Vayor
Rail Connectivity Project
25th June 2015

EOI for Selection of JV partner for Bhuj Naliya Vayor Rail Connectivity Project

CONTENTS
1.

Introduction ......................................................................................................................... 2

2.

Scope of work ...................................................................................................................... 3

3.

Expression of Interest (EOI) Proposals ............................................................................... 3

4.

Eligibility Criteria .................................................................................................................. 4

5.

Language ............................................................................................................................. 4

6.

Submission of EOI Proposal .................................................................................................. 5

7.

Cost of EOI Proposal ............................................................................................................ 5

8.

Law & Jurisdiction ................................................................................................................ 6

9.

Confidentiality ..................................................................................................................... 6

10.

Disclaimer ............................................................................................................................ 6

APPENDIX I: DETAILS OF PROSPECTIVE JV PARTNER ..................................................................... 8

APPENDIX II: FINANCIAL INFORMATION........................................................................................ 9
APPENDIX III: COVERING LETTER FOR EOI PROPOSAL ...................................................................10
APPENDIX IV: POWER OF ATTORNEY............................................................................................12

EOI for Selection of JV partner for Bhuj Naliya Vayor Rail Connectivity Project

EXPRESSION OF INTEREST (EOI)

EOI No. RITES/P&C/BhujNaliya/2015/33

Date of Issue: 25th June 2015

Invitation of Expression of Interest for Joint Venture Partners for

the project of Rail Connectivity from Bhuj Nalliya Vayor as per the
Model 6.2 of Participative Policy of Railway Board

1.

Introduction
RITES Limited (RITES) has initiated a proposal to develop the Rail
Connectivity from Bhuj Nalliya Vayor as per the policy guidelines issued
by

the

Railway

Board

circulated vide

Railway

Board

Ltr

No.

2011/Infra/12/32 dtd 10.12.2012 for Railway connectivity and capacity

augmentation projects on SPV mode. The Railway Board vide its Letter No.
2014/Infra/12/18 dated 04.08.2014 had granted go ahead for undertaking
the Bhuj Nalliya Vayor Rail Connectivity project through Joint Venture
Route with RITES Limited as nominated Railway PSU.

Bhuj-Naliya-Vayor Rail Connectivity Project involves 101.24 kms of Gauge

Conversion (Bhuj to Naliya) and 24.65 km of new track (Naliya to Vayor).
The Bhuj-Naliya segment of gauge conversion is a sanctioned project of
Ministry of Railways in Western Railways jurisdiction.

RITES has examined the financial feasibility/ viability of the project which
inter-alia, includes the traffic potential of the catchment area, capital and
recurring costs and expected revenue generation. The commodities to be
transported are primarily cement and clinkers, bauxite, bentonite, lignite
and industrial salt. The item wise traffic expected is as follows:

EOI for Selection of JV partner for Bhuj Naliya Vayor Rail Connectivity Project

Commodity

Likely yearly volume

Cement

2.5 million tonnes

Clinker

1.5 million tonnes, can increase to 3 million tonnes

Bentonite

1.8 million tonnes produced

Salt

0.5 to 1 million tonnes

Lignite

0.5 million tonnes

China clay

0.5 million tonnes

Sand

0.5 million tonnes

Containers

At least 1 million tonnes

The estimated project cost is worked out as Rs. 830 crores including financing
cost, project management fee, pre-operative expenses, escalation, etc. The
period of concession is 30 years including construction period and expected
project IRR is 14.9%
2.

Scope of work
The scope of work of the proposed SPV includes the design,
construction, commissioning and maintenance of Railway line from
proposed New Bhuj Railway Station to Vayor. A Concession Agreement
will be signed between SPV and Ministry of Railways as per the Policy
laid down in model 6.2 of Railway Board Ltr No. 2011/Infra/12/32 dated
10.12.2012 for Railway connectivity and capacity augmentation projects.
The draft of Concession Agreement is available on website of Ministry of
Railways.

3.

Expression of Interest (EOI) Proposals

Expression of Interest (EOI) Proposal is hereby invited from prospective
stakeholders and/ or investors for selecting them as Joint Venture Partners
(JV Partner) in the proposed SPV. RITES shall contribute at least 26% of
the equity in the SPV. Presuming 70: 30 debt equity ratio, the expected
3

EOI for Selection of JV partner for Bhuj Naliya Vayor Rail Connectivity Project

total equity shall be about Rs. 250 Cr.

4.

Eligibility Criteria
The prospective JV Partner may be an

identifiable stakeholder or

beneficiaries either as user of the proposed Railway line or utilities such as

cement/ steel / alumina or such other capital goods manufacturer, ore
importer/exporter, bulk commodity user, port/ mines owner, power
producer, etc. Prospective JV Partner may also be national level
infrastructure funding institution or investor.

Participation by Sate Government and PSUs or other Government entities

will be on nomination basis, in addition to the JV Partners selected through
this EOI process.
The prospective JV Partner should have a minimum Net Worth of Rs.
208 crores at the close of preceding financial year

NOTE : Net worth (the net worth) shall mean the sum of paid up equity
and reserves after deducting the sum of revaluation reserves,
miscellaneous expenditure not written off and Reserves not
available to equity share holders and accumulated losses, if any .
5.

Language
The EOI Proposal and all related correspondence and documents shall be
in English language. Supporting documents and printed literature furnished
by the prospective JV Partner with the EOI proposal may be in any other
language provided that they are accompanied by translations of all the
pertinent passages in the English language, duly authenticated and
certified by the prospective JV Partner. Supporting materials, which are
not translated into English, may not be considered. For the purpose of

EOI for Selection of JV partner for Bhuj Naliya Vayor Rail Connectivity Project

interpretation and evaluation of the EOI proposal, the English language

translation shall prevail.
6.

Submission of EOI Proposal

The prospective JV Partners are requested to submit their EOI Proposal
including their credentials, financial status, organizational setup available
with them, etc., in the EOI formats enclosed as per Appendix 1 to 4, so
as to reach the office of General Manager (Privatisation & Concessions) /
RITES Limited, RITES Bhawan, 1, Sector-29, Gurgaon - 122001
Telephone 0124-2818177, 9810654157 and email anilghai@rites.com,
alokkumar@rites.com, on or before 15:00 hours on 13.07.2015. The EOI
will be opened on 13.07.2015 at 15:30 hrs.

Notwithstanding anything contained in this EOI, RITES reserves the right

to accept or reject any EOI Proposal or to annul the EOI process or
reject all EOIs Proposal at any time without any liability or any obligation
for such rejection or annulment, without assigning any reasons thereof.

RITES also reserves the right to reject any EOI Proposal at any time if;
a)

a material misrepresentation is made or discovered

OR

b)

the prospective JV Partner does not respond promptly and

diligently to requests for supplementary information required for
the evaluation of the EOI.

For any other clarification, they may contact General Manager (P&C) /
RITES at the above (mentioned in para 6.0) address.
7.

Cost of EOI Proposal

The prospective JV Partner shall be solely responsible for any expenditure
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EOI for Selection of JV partner for Bhuj Naliya Vayor Rail Connectivity Project

they may incur in preparation and submission of the EOI Proposal.

8.

Law & Jurisdiction

The EOI process shall be governed by the laws of India and courts at
New Delhi will have jurisdiction over the matters concerning and arising
out of this EOI document and subsequent process.

9.

Confidentiality
Information relating to the examination, clarification, evaluation, and
recommendation for the selection of prospective JV Partner shall not be
disclosed to any person who is not officially concerned with the process
or is not a retained professional advisor advising the RITES in relation
to, or matters arising out of, or concerning the EOI process. RITES will
treat all information, submitted as part of EOI Proposal, in confidence and
will require all those who have access to such material to treat the same
in confidence. RITES may not divulge any such information unless it is
directed to do so by any statutory entity that has the power under law to
require its disclosure or is to enforce or assert any right or privilege of the
statutory entity and / or the RITES or as may be required by law or in
connection with any legal process.

10.

Disclaimer
The information contained in this EOI document

or

subsequently

provided to prospective JV Partner whether verbally or in documentary

form by or on behalf of RITES or any of their employees or advisors
(collectively referred to as RITES Representatives), is provided to the
prospective JV Partner on the terms and conditions set out in this EOI
document and any other terms and conditions subject to which such
information is provided. This EOI document is not an agreement and is
not an offer or invitation by the RITES Representatives to any other party.

EOI for Selection of JV partner for Bhuj Naliya Vayor Rail Connectivity Project

The purpose of this EOI document is to provide prospective JV Partner

with information to assist the formulation of their EOI Proposal.
Each prospective JV Partner should conduct its own due diligence,
investigations and analysis and should check the accuracy, reliability and
completeness of the information in this EOI document or information
supplied to prospective JV Partners by RITES and obtain independent
advice from appropriate sources. The RITES Representatives make no
representation or warranty and shall incur no liability under any law,
statute, rules or regulations as to the accuracy or completeness of the
EOI document and any other information supplied by or on behalf of RITES
representatives or otherwise arising in any way from the selection process.

RITES may in their absolute discretion, but without being under any
obligation to do so, update, amend or supplement the information in this
EOI document from time to time, through uploading it on the RITES
website www.new.rites.com.

EOI for Selection of JV partner for Bhuj Naliya Vayor Rail Connectivity Project

APPENDIX I: DETAILS OF PROSPECTIVE JV PARTNER

Invitation of Expression of Interest for Joint Venture Partners for

the Rail Connectivity Project from Bhuj Naliya Vayor
1.

Name of prospective JV Partner :

2.

Present address :

3.

a)

Head Office

b)

Other Offices / Place of business

Place and year of incorporation of the company / firm (Attach documentary

proof as copy of certificate of incorporation etc.)

4.

Particulars of holding, subsidiaries or associated companies.

5.

Details of the prospective JV Partners present business activities

highlighting those similar to the proposed project and if applicable,
task allocation of JV constituents.

6.

Summary of assets and liabilities on the basis of audited financial

statements for the last 5 years.

NOTE : Prospective JV Partner shall provide information as per

following proforma for the firm / company for the last 5 financial years
.

EOI for Selection of JV partner for Bhuj Naliya Vayor Rail Connectivity Project

APPENDIX II: FINANCIAL INFORMATION

Proforma for Financial Information Previous five years.

Previous 5 years

Particulars
Sr.
No.

Financial Year

Authorized
Capital

Capital
issued
and paid up

Current
Assets
including
cash,
receivables
Total Assets

Current Liabilities

Total Liabilities

Net Worth

Working Capital

Gross Profit

10

2009-10

2010- 11

2011- 12

2012- 13

2013- 14

PAT

NOTE : Please attach certified / attested copies of latest Income Tax Returns
and / or Audited Balance Sheet & Profit & Loss Account for the last
5 financial years.

EOI for Selection of JV partner for Bhuj Naliya Vayor Rail Connectivity Project

APPENDIX III: COVERING LETTER FOR EOI PROPOSAL

Dated:
To,
General Manager (P&C)
RITES Limited,
RITES Bhawan,
1, Sector-29,
Gurgaon 122001
INDIA,

Sub : Expression of Interest for Joint Venture Partners for the project of Rail
Connectivity from Bhuj Naliya Vayor as per Model 6.2 of Participative
Policy formulated by Railway Board
Dear Sir,
1.

With reference to your EOI document dated .., I / we, having

examined the EOI document and understood its contents, hereby submit
my / our EOI Proposal for the aforesaid project. The EOI Proposal is
unconditional and unqualified.

2.

I / We acknowledge that RITES will be relying on the information provided

in the EOI proposal and the documents accompanying such EOI
proposal for the aforesaid project, and we certify that all information
provided in the EOI Proposal and in Appendix I to III is true and
correct; nothing has been omitted which renders such information
misleading; and all documents accompanying such EOI Proposal are
true copies of their respective originals.

3.

This statement is made for the express purpose of qualifying as a JV

Partner for the design, development, construction and maintenance of
the aforesaid Project.

4.

I / We shall make available to RITES any additional information it may

find necessary or require to supplement or authenticate the EOI
proposal.
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EOI for Selection of JV partner for Bhuj Naliya Vayor Rail Connectivity Project

5.

I / We acknowledge the right of RITES to reject our EOI Proposal

without assigning any reason or otherwise and hereby waive, to the
fullest extent permitted by applicable law, our right to challenge the
same on any account whatsoever.

6.

I / We certify that in the last three years, we have neither not been
debarred by any public authority for participation in such processes.

7.

I / We understand that you may cancel the EOI process at any time
and that you are neither bound to accept any EOI Proposal that you
may receive nor to invite the prospective JV Partner to submit EOI
Proposal for the Project, without incurring any liability to the prospective
JV Partner.

8.

I / We agree and undertake to abide by all the terms and conditions of

the EOI document.

In witness thereof, I / we submit this EOI Proposal under and in accordance with
the terms of the EOI document.
Yours faithfully,

Date:
Place:

(Signature, name and designation of the Authorised Signatory)

Name and seal of the prospective JV Partner

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EOI for Selection of JV partner for Bhuj Naliya Vayor Rail Connectivity Project

APPENDIX IV: POWER OF ATTORNEY

Power of Attorney for signing of EOI Proposal
Know all men by these presents, We..
(name of the firm and address of the registered office) do hereby irrevocably
constitute, nominate, appoint and authorise Mr / Ms (name),
son / daughter / wife of and presently residing at
., who is presently employed with us and
position

holding

the

of . , as our true and lawful attorney

(hereinafter referred to as the Attorney) to do in our name and on our behalf,

all such acts, deeds and things as are necessary or required in connection with
or incidental to submission of our EOI proposal for Joint Venture Partners for
the project of Rail Connectivity from Bhuj Naliya Vayor Project proposed to be
developed including but not limited to signing and submission of all
applications, proposal and other documents and writings, participate in PreApplications and other conferences and providing information / responses to
the Authority, representing us in all matters before the RITES, signing and
execution of all contracts including the Concession Agreement and undertakings
consequent to acceptance of our bid, and generally dealing with the RITES in
all matters in connection with or relating to or arising out of our EOI proposal
for the said Project and / or upon award thereof to us and / or till the entering
into of the Concession Agreement with Ministry of Railways.

AND we hereby agree to ratify and confirm and do hereby ratify and confirm all
acts, deeds and things done or caused to be done by our said Attorney pursuant
to and in exercise of the powers conferred by this Power of Attorney and that all
acts, deeds and things done by our said Attorney in exercise of the powers
hereby conferred shall and shall always be deemed to have been done by us.
IN WITNESS WHEREOF WE, ., THE ABOVE NAMED
PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS
DAY OF ., 2015..
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EOI for Selection of JV partner for Bhuj Naliya Vayor Rail Connectivity Project

For

..
(Signature, name, designation and
address)
Witnesses:
1.
2.
(Notarised)
Accepted

(Signature)
(Name, Title and Address of the Attorney)
Notes:
The mode of execution of the Power of Attorney should be in accordance
with the procedure, if any, laid down by the applicable law and the charter
documents of the executant(s) and when it is so required, the same should
be under common seal affixed in accordance with the required procedure.
Wherever required, the prospective JV partner should submit for verification
the extract of the charter documents and documents such as a board or
shareholders resolution / power of attorney in favour of the person
executing this Power of Attorney for the delegation of power hereunder on
behalf of the prospective JV partner.

13