STUDY OF MARKET CONDITIONS OF INDIAN RAILWAYS

Indian Railways is the lifeline of the nation. It traverses the length and breadth of the country
providing the required connectivity and integration for balanced regional development. The
system never rests; it has been up and working unceasingly for the last several decades. It is an
integral part of every Indians being. It is one of the pillars of the nation. In an earlier era, the
Indian Railways have been described as imperium in imperio, an empire within an empire. The
size and scale is gigantic. The United States, China and Russia are the only countries that have
longer railway lengths, measured in kilometres. Indian Railways has suffered from considerable
under-investment during the last several years. As a consequence, capacity augmentation has
suffered and so has the quality of service delivery. Resources have been insufficient for
improving customer satisfaction and introducing technological improvements. Investments in
safety have also been insufficient.

The biggest challenge facing Indian Railways today is its inability to meet the demands of its
customers, both freight and passenger. Apart from the quantum of investment, quality of delivery
is also an issue. Cleanliness, punctuality of services, safety, quality of terminals, capacity of
trains, quality of food, security of passengers and ease of booking tickets are issues that need
urgent attention. Indian Railways has suffered from chronic and significant under-investment as
a result of which the network expansion and modernization has not happened at the requisite
pace leading to an erosion of the share in national freight and passenger traffic.

Due to under-investment, there has been severe congestion on the network and has resulted in the
inability of the system to accommodate more trains and increase the speed of trains. Therefore,
the need of the hour is to undertake a massive infrastructure expansion and decongestion
program coupled with upgradation of technology and judicious electrification of tracks along
with enhancement of terminal capacity. It is evident that the real issue today is the lack of
physical capacity over IR on key routes due to severe congestion and the incremental traffic is
being offered on the saturated routes only. The consequential impact of the above arises in the
areas network expansion, customer satisfaction, project planning and implementation and safety.
 FINANCIAL STATUS

Structure of IRs finances:

The structure of IRs finances is such that they are divided into revenue and capital expenditures.
While revenue expenditure takes care of the day to day and operational working expenses,
inclusive of debt servicing and dividend payment, capital expenditures take care of IRs
investments inclusive of repair and renewals. There are three streams that comprise capital
expenditure; these are Gross Budgetary Support from the Ministry of Finance, internal
generation of resources and leasing from IRFC.

Market Size:

The total approximate earnings of Indian Railways on originating basis during FY 2014-15 were
Rs 157,880 crore (US$ 23.68 billion) compared to Rs 140,761 crore (US$ 21.11 billion) during
the same period last year, registering an increase of 12.16 per cent. The total approximate
earnings from goods during fiscal 2014-15 were Rs 107,074.79 crore (US$ 16.06 billion)
compared to Rs 94,955.89 crore (US$ 14.24 billion) during the same period last year, registering
an increase of 12.76 per cent. The total approximate revenue earnings from passengers during the
financial year 2014-15 were Rs 42,866.33 crore (US$ 6.43 billion) compared to Rs 37,478.34
crore (US$ 5.6 billion) during the same period last year, registering an increase of 14.38 percent.
The total approximate revenue earnings from other coaching amounted to Rs 4,035.56 crore
(US$ 605 million) during fiscal 2014-15 compared to Rs 3,818.03 crore (US$ 572 million)
during the same period last year, registering an increase of 5.7 per cent1.

1
Press Releases, Department of Industrial Policy and Promotion, Press information Bureau, Media Reports.
Available at: http://indiainbusiness.nic.in/newdesign/index.php?param=industryservices_landing/405/2

Page | 2
Revenue Expenditure2:

The charts below indicate the flows into and out of the revenue expenditure:

Figure 1

Figure 2

2
.http://www.indianrailways.gov.in/railwayboard/uploads/directorate/finance_budget/Budget_2015-
16/White_Paper-_English.pdf

Page | 3
It is evident that the internal resources is insufficient to take care of plan expenditure. Hence,
other and alternate means of resources are required to be tapped for funding of bankable projects
that can be executed in a short time-span.

Alternate form of Funding:

Indian Railway has successfully involved strategic investors in building rail connectivity to
ports. Prior to 2012; Rail connectivity to ports of Pipavav, Mundra, Mangalore, Kandla, Dahej,
Krishnapatnam and Dhamra has been strengthened bringing private investments in rail sector.
Private investments have also been generated through wagon investment/ leasing schemes,
private operations of container trains, and development of private freight terminals and private
sidings. Efforts are also being made to generate private investments through setting up of
locomotive factories and redevelopment of stations.

For successful implementation of PPP projects; appropriate risk allocation between public and
private needs to be done. Experience indicates that private sector is averse to taking all
construction, financing and traffic risk in rail infrastructure projects.

The projects amenable to alternate means of financing would include construction of New Lines,
Doubling, Gauge Conversion, construction of Dedicated Freight Corridors, High Speed
Corridors, setting up of manufacturing/maintenance units for rolling stock, development of
passenger and freight terminals, projects of electrification and signaling, projects of non-
conventional energy sources, setting up of testing facilities, technical training institutes and
technological solutions for enhancing safety at level crossing gates. The viability of the
individual project could determine the option to be exercised for arranging the necessary
finances. In this regard, Railways would be required to lay down certain benchmarks for
appraisal which would be acceptable to the market to enable the relevant projects to be financed.

Page | 4
Private Participation in Building Rail Connectivity3:

MOR policy on rail connectivity and capacity augmentation projects of December 2012 has
encouraged participation of the private sector in providing last mile connectivity to ports, large
mines, cluster of industries for building rail connectivity and capacity augmentation.

The policy had proposed the following five models:

i) Non-Government private line model

ii) Joint Venture

iii) Capacity augmentation through funding by customer

iv) BOT

v) Capacity augmentation through annuity model.

The first three models involve participation of strategic investors/customers and leverage the
requirement of such investors and railways for having last mile connectivity. The other two-
models are pure PPP models. All the models provide a clear revenue stream to the investor for
making the connectivity projects bankable. Three Model Concession Agreements for private line
model, joint venture and BOT have been approved and put in public domain. The agreements for
the other two models are under approval process.

Foreign Direct Investment:

Foreign direct investment (FDI) inflows into railway related components from April 2000 to
September 2015 were US$ 652.2 million4. Vide Notification No. S.O.2113(E) dated August 22,
2014, Government of India has opened up the following activities of Indian Railways for FDI-
construction, operation, maintenance of :

(i) Suburban corridor projects through PPP;

3
Ibid.
4
See Supra Note 1.

Page | 5
(ii) High speed train projects;

(iii) Dedicated freight lines;

(iv) Rolling stock including train sets, and locomotives or coaches manufacturing and
maintenance facilities;

(v) Railway Electrification;

(vi) Signalling systems;

(vii) Freight terminals;

(viii) Passenger terminals;

(ix) Infrastructure in industrial park pertaining to railway lines or sidings including electrified
railway lines and connectivity to main railway lines; and

(x) Mass Rapid Transport Systems

Detailed Sectoral Guidelines for FDI in railway are given in Annexure 1. FDI is not permitted in
Rail Operation except in the activities listed in Annexure-I

Page | 6
 Annexure 1

List of Areas/Activity for Private/Foreign Direct Investment5

SL Area Permitted Salient Feature of Model Limit of

NO. Activity FDI

1. Suburban All new suburban Project Development 100%

corridor corridor projects are by MOR or its entity. investment
projects permissible when Land, clearances and permissible
through PPP. launched through PPP utility shifting by
route by MoR. The MoR.
developer can Design freedom to
construct, maintain concessionaire
and operate the Model Concession
corridor within the Agreement for urban
concession period. railways issued by
Planning Commission
will be adopted with
project specific
changes.
Revenue stream to be
the tariff collected by
the concessionaire
along with revenue

5
Vide Notification No. S.O.2113(E) dated August 22, 2014, Sectoral Guidelines for Domestic/Foreign Direct
Investment in Railways, Ministry of Railways. Available at -
http://www.indianrailways.gov.in/railwayboard/uploads/directorate/infra/downloads/FDI_10114.pdf

Page | 7
 from real estate
development, if any.
Concerned State
Government to enter
into a State Support
Agreement.

2 High speed Construction, Project Development 100%

. train maintenance and by Developer.
Investmen
projects. operation of any MoR may on best effort
t
new high speed basis, if required, acquire
permissibl
train projects land for the project at the
e.
which do not cost of developer and
require any facilitate transfer of such
linkage with land on long term lease
Indian railway Design freedom to
Network and developer.
which are above Tariff freedom to
250 kmph developer subject to
including supply maximum limit as
of rolling stock specified by the
can be undertaken Government or its entity.
by the developer.

Construction, Project Development by 100%

maintenance and MOR or its entity.
investme
operation of all Land, clearances and utility
nt
new high speed shifting by MoR or
permissib
train designated Authority.
le.
projects above 250 Design

Page | 8
kmph including freedom to
supply of stock concessionaire.
can be undertaken Model Concession
by the Agreement for urban
concessionaire in railways issued by Planning
case the project is Commission will be adopted
launched on PPP with suitable customization.
or under Revenue stream to be the
Government to tariff collected by the
Government concessionaire along with
Cooperation. revenue from real estate
Upgradation of the development, if any.
existing Indian Viability Gap Funding from
Railway network Government of
for speed above India/Premium for PPP
120 kmph or semi project if required.
high speed. Project Development by
MOR or its entity.
Operations and
Maintenance by MOR or
its entity.
Maintenance of IR
owned rolling stock
will be undertaken by
MoR or its designated
Authority.
Right of Way by MoR
or designated
Authority.
Upgradation of
existing

Page | 9
 infrastructure by
Concessionaire.
Concessionaire owned
Rolling stock and its
maintenance will be
permissible with MOR
approval.
Revenue stream through
Annuity/predefined share
of earning.

3 Dedicated Construction, Project Report by Developer 100%

. freight maintenance and In principle Approval
investme
lines. operation of by MOR
nt
freight lines under Revenue sharing and
permissib
Non Government O&M cost as per NGR
le.
Railway model (Private Line) Model
However,
(Private Line) of Agreement.
in joint
Participative Train operations by private
venture
policy 2012. partners also permissible,
projects
only on certain private
under
lines, with prior approval
Participat
of MoR
ive
Construction and JointVenture/BOT
Poli
Maintenance of Model Agreement will
cy 2012,
freight lines/mixed govern the conditions.
26
traffic lines on the
Train Operations including %
existing IR
maintenance of rolling stock
network. equity
will be undertaken by MoR or
will

Page | 10
 designated Authority. continue
to be held
by
Ministry
of
Railways
or its
PSUs.

4 Rolling Construction, No Administrative approval 100%

. stock maintenance and of MOR required in cases
investme
including operation of new where no procurement
nt
train sets locomotive/wagon commitment is made by
permissib
a s/ coaches/train MOR and no land lease
le.
nd sets manufacturing from IR is involved.
facilities can be MOR may on best effort
locomotives
undertaken by basis, if required, acquire
or coach
Developer land for the project at the
manufacturin
cost of developer and
g and
facilitate transfer of such
maintenance
land on long term lease.
facilities.
Land for rail connectivity
in case required will be
provided on lease.
Revenue from open
market sales or from
exports.

Page | 11
 For rolling stock manufacturing facilities where MoR
has invited bids, the technology shall be brought in
India and manufacturing must be done in India with
Transfer of Technology to MoR after predefined
period.

5 Railway Construction, Right of Way 100%

. Electrificati maintenance and by
investme
on operation of Concessionai
nt
power re.
permissi
transmission lines Revenue stream will be
ble
and its ancillary annuity based on saving
facilities. in electricity tariff as a
result of power purchase
from power generating
companies.
Construction and BOT/Annuity
Operation of electric
Maintenance of
traction on IR owned
railway
network will continue to
electrification
be done by MoR.
projects on the
existing IR
network or new
network.

Page | 12
6 Signali Construction, No Administrative approval 100%
. ng maintenance of MoR is required in cases
investme
system and where no procurement
nt
operation of new commitment is made by
permissib
rail signal MoR and no land lease
le.
compon from IR is involved
ent manufacturing MoR may on best effort
facility. basis, if required, acquire
land for the project at the
Construction and
cost of developer and
maintenance of
facilitate transfer such land
new signaling
on long term lease
system on IR
Revenue from open market
network or on any
sales, or in case such units
new network
are set up on request of
Upgradation of
MoR, competitive bidding
signaling system
route to be adopted with
on IR network
bidding criteria being
lowest bid price for
identified quantity.
BOT/ Annuity

Signal equipments should be based on fail-safe design

and meet functional requirements. Software based
vital signaling equipments/systems should be
validated and certified by a reputed Independent
Safety Assessor (ISA) company to comply to Safety
Integrity Level 4 (SIL4).

Page | 13
7 Freight Construction/upgr Complete private investment 100%
. termina adation, MoR to facilitate rail
investme
ls/ maintenanc connectivity under
nt
Logisti e and operation of non-IR owned freight terminals.
appropriate model
permissib
cs Train operation
le.
Parks. including maintenance
of IR owned rolling
stock will be
undertaken by MoR.
Railway Land for
connectivity at Re.1/- per
annum.
Revenue sharing
under Concession
Agreement.
Rolling stock can be
procured under extant
policy of MoR.
Construction/upgr Transfer of Assets at
adation and pre specified nominal
maintenance of value
any new/existing Rail Connectivity by MoR
freight terminal Revenue sharing
owned by MoR. under concession
Agreement
Train operations and
maintenance of IR
owned Rolling Stock
at such terminals will
be the responsibility of
MoR.

Page | 14
8 Passen Construction/ Real estate development to 100%
. ger Redevelopment, be the revenue stream
investme
termina terminal Bidding Criteria to be
nt
ls management the premium paid by
permissib
a the concessionaire
le.
nd Train operation
including maintenance
maintenance of passenger terminals.
of IR owned rolling
stock will be
undertaken by MoR.
Construction, BOT/Annuity
maintenance,
terminal
management
and train
operation
at passenger terminals on standalone

Private passenger
corridors/suburban
corridors/high
speed lines under

Concession from
MoR.

Page | 15
9 Railwa Investments Land bymaintenance
in construction, private/railway and operation
100% of
. y Revenue stream on
investme
Techni competitive bidding for
nt
cal identified number of
permissib
Trainin trainees.
le.
g
Institut
es.

1 Testing Construction, Land by private/ railway 100%

0. facilities maintenance Revenue from open market
investme
a and sales, or in case such units
nt
nd operation of any are set up on request of
permissib
laboratories. new testing MOR, competitive bidding
le.
faciliti route to be adopted with
es pertaining to bidding criteria being
railway activity lowest bid price for
including identified quantity.
laboratories. BOT/Annuity

Renovation,
maintenance and
operation of any
existing testing
facility pertaining
to railway
activities
including
laboratories.

Page | 16
1 Concessionin Renovation, Transfer of Assets at 100%
1. g of operation and pre specified nominal
investme
standalo value
Maintenance of nt
ne passenger Right of Way by IR
standalone permissib
corridors Bidding criteria will be
passenger le.
(branch minimum grant /
corridors
lines, maximum
including branch
hill premium/Track Access
lines, hill railways
railway Charge offered.
s etc). Only operation Concession period will be
by private 10- 15 years.
operator on
payment of
Track Access
Charge but
maintenance
including
maintenance of
IR owned
rolling stock by
MoR.

1 Non- Construction, Land lease by MoR at 100%

2. Conventiona maintenance Re.1/- per annum if power
investme
l Sources of Energy.
and operation of is produced for use on IR
nt
facilities or else at commercial rates
permissib
producing power in other cases
le.
through non- Revenue from open market
conventional sales, or in case such units
sources of energy are set up on request of
(solar, tidal or

Page | 17
 wind). MOR, competitive bidding
route to be adopted with
bidding criteria being
lowest bid price for
identified quantity.
Appropriate Power
Construction,
Purchase Agreement will
maintenance
be structured.
a
nd operation of
facilities
producing
biodiesel/Alternati
ve Fuel.

1 Mechanize Construction, Land lease by MoR at 100%

3 d Laundry maintenance and Re.1/- per annum
investme
. operation of Bidding criteria will be
nt
facilities the lowest tariff for
permissib
identified units
le.

1 Rolling Purchase/leasing Extant policy of MoR to be 100%

4 sto for use on IR Applicable
Investme
. ck network/private
nt
procurement lines
permissib
le

1 Bio-toilets Installation and Annuity 100%

5 maintenance of
investme
. Bio- toilets in
nt

Page | 18
 passenger coaches permissi
ble

1 Technologic Constructio BOT/ Annuity 100%

6 al solutions n and For ROB/RUB
investme
. maintenanc revenue collection
nt
for e of through Toll
permissi
ROB/RUB/
manned ble
Limited
a
Height
nd
Subway
unmanned
Installation
level
and
crossings
maintenanc
e of Safety
Systems for
level
crossing
gates.
1 Technologic Installation and Annuity 100%
7 al solutions to improve
maintenance of
investme
. Asset failure
Safety nt
detection systems
a permissi
(Track/
nd reduce ble
OHE/Rolling
accidents
Stock/Signaling
etc.)

Automatic self
propelled Track/
OHE parameter

Page | 19
recording cars.

Page | 20
 CONCLUSION

The biggest challenge facing Indian Railways today is its inability to meet the demands of its
customers, both freight and passenger. Apart from the quantum of investment, quality of delivery
is also an issue. Cleanliness, punctuality of services, safety, quality of terminals, capacity of
trains, quality of food, security of passengers and ease of booking tickets are issues that need
urgent attention. Indian Railways has suffered from chronic and significant under-investment as
a result of which the network expansion and modernization has not happened at the requisite
pace leading to an erosion of the share in national freight and passenger traffic. There is a clear
recognition of the fact that for serving as the lifeline of the nation and making a contribution to
the countrys growth, the organization needs to become operationally and financially sound.

Indian Railways has a glorious past, a turbulent present and a bright future. It is a giant emerging
out of a deep slumber. An awake, alive and kicking Indian Railways can lead the country to
greater heights of accomplishment. However, today, it is mired in a state of ennui, a state of
cynicism that things cannot change. Its network is congested and finances are not easy to come
by. Resources for development and replacement are stressed. It is finding it difficult to even meet
its operational expenses. But, the spirit is still alive. To make an attempt at resurrecting itself,
Indian Railways has drawn up an ambitious five year action plan. The realization is there that if
the vicious cycle of underinvestment is to be turned into a virtuous cycle of prosperity; crutches
of support will have to be abandoned. Indian Railways will have to generate its own resources
for its development. The next five years should change the face of Indian Railways. Faster trains,
modern trains, swanky stations, skilled staff, should be the Railways of tomorrow. IR looks
forward to becoming the nations carrier and a multimodal integrator; making travel affordable,
happy, convenient and reliable a world class experience. Indian Railway also looks forward to
becoming self-sustainable. By 2020, Indian Railway would make all efforts towards delivering
safe and punctual services, increase average speed by 50% and increase loading to 1.5 billion
tonnes. Indian Railways, like the mythical Phoenix, will rise again to scale new heights once
foreign direct investment is invited and multinational companies are allowed to join hands with
the government in order to promote the development of Indian Railways.

Page | 21
 PUBLIC PRIVATE PARTNERSHIP AGREEMENT

For the

CONSTRUCTION OF BULLET TRAIN

Between

JAPAN RAILWAYS GROUPS & GAMMON INDIA LTD

And

MINISTRY OF RAILWAYS & MINISTRY OF URBAN DEVELOPMENT

Contract Number_______________________

Dated: 1st April, 2016

Page | 22
_________________________________________________________________________
TABLE OF CONTENTS
___________________________________________________________

PUBLIC PRIVATE PARTNERSHIP AGREEMENT

1. Definitions and Interpretation

2. Condition Precedent
3. Confidentiality of the Information
4. Purpose, Objective and Scope of Joint Venture
5. Force Majeure
6. Settlement of Disputes
7. Assignment
8. Modifications
9. Deadlock Provisions
10. Termination
11. Intellectual Property Rights
12. Disclosure Obligations, Representations and Warranties
13. Schedules

Page | 23
This AGREEMENT is made in New Delhi on 1st day of April, 2016

BETWEEN

1) THE PRESIDENT OF INDIA and THE GOVERNOR OF WEST BENGAL and

ANDHRA PRADESH, acting through the Secretary, Ministry of Railways and Ministry
of Urban Development of West Bengal and Andhra Pradesh (hereinafter referred to as
GOI which expression shall include his successors and assigns).

2) JAPAN RAILWAYS GROUP, company incorporated with limited liability under the
Japan Companies Act (Act No. 86 of July, 2005) and having its registered office at NTT
Hibiya Building 1-1-6 Uchisaiwai-cho, Chiyoda-ku, Tokyo 100-8019, Japan and
Gammon House(hereinafter referred to as JRG which expressions shall mean and
include its successors and permitted assigns).

AND

3) GAMMON INDIA LTD, company incorporated with limited liability under the
Companies Act, 1956 and having its registered office at Veer Savarkar Marg, Prabhadevi,
Mumbai 400025, India(hereinafter referred to as GIL which expressions shall mean and
include its successors and permitted assigns).

WHEREAS

A. Japan Railways Group has been incorporated for the purpose of Construction of Bullet
Train from Vizag to Hyderabad via Vijayawada and also from Vizag to Kolkata.
B. Gammon India Ltd is a civil engineering construction company in India undertaking
Infrastructure Projects, Transportation Projects, Power Projects etc.
C. In the context of a project being undertaken through a public/private sector approach, it is
critical that the terms and conditions upon which such a project will be implemented are
set out and therefore the parties are into this private public partnership agreement
(Agreement).

Page | 24
D. It is the endeavour of the Parties to construct Bullet trains from Vizag to Hyderabad via
Vijayawada and also from Vizag to Kolkata where all the construction activities are
carried out in a timely manner with requisite performance standards.

Page | 25
NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions
In this Agreement, except to the extent that the context otherwise requires:

Applicable Laws means all laws, brought into force and effect by GoI or the state
governments including rules, regulations and notifications made thereunder and judgments,
decrees, injunctions, writs and orders of any court of record, as may be in force and effect during
the subsistence of this Agreement;

Appropriate Government means and shall include the Central and the State Government;

Approvals means all authorizations, consents, approvals, notifications and permissions and
any license, permit, ruling, exemption or other authorization of whatsoever nature which is
required to be granted by, or any registration or filing with, any authority under Applicable Law
for or in respect of this Agreement including for performance of any obligation or exercise of
any right by a Party herein but excluding a Clearance;

Board shall means and include the officials appointed by the Government and the Managing
Director and Company Secretary appointed by the Japan Railways Group and Gammon India
Ltd to look into the working of the construction of the Bullet Trains;

Bullet Trains shall means and shall include high speed trains running above the speed of
250km per hour;

Central Government in relation to technical planning, safety of bullet trains means the
Ministry of Government of India dealing with Railways;

Change in Law means the occurrence of any of the following (other than in respect of any
laws laid down by the Indian legislature or any Tax laws (except for those that related to any Tax
benefits provided to Japan Railways Groups and Gammon India Ltd pursuant to GOIs
infrastructure policy) or any environmental laws or Labour Laws) after the date of this
Agreement having direct bearing on the implementation of the project:

Page | 26
City means a town which has a population census of above ten lakhs and shall include
metropolitan cities;

Clearance means the written consent, license, approval, permit, ruling, exemption,
notification, no objection certificate or other authorization or permission of whatsoever nature
which is required to be obtained from and/or granted by GoI from time to time in connection
with the Project;

Concession means and shall include any benefit whether monetary or non monetary as
granted by the Appropriate Government;

Construction Activities means the provision, at or in relation to the Construction of Bullet

Train, of the activities set out at Schedule 2 Part 1;

Construction means and shall include construction of bullet trains, railway tracks, railway
stations and any other incidental and ancillary matters connected hereto;

Development with its grammatical variations means the carrying out of building, engineering,
mining or other operations in, on, over or under land or the making of any material change on
any building, or land, or planting of any tree on land and includes redevelopment;

Electric Supply Line shall have the meaning assigned to it under clause (f) of Section 2 of the
Indian Electricity Act 1910 (9 of 1910);

Fare means the charges levied for the carriage of passengers;

GIL means Gammon Indian Ltd;

GoAP means Government of Andhra Pradesh

GOI means the Government of India and any of its duly authorized agency, authority,
department, inspectorate, ministry or person (whether autonomous or not) under the lawful and
effective control and direction of the Ministry of Railways and Ministry of Urban Development;

Good Industry Practice means the exercise of that degree of skill, diligence and prudence
which would reasonably and ordinarily be expected from a skilled and experienced operator

Page | 27
engaged in the same type of undertaking and applying the standards generally adopted by
railway operators in the construction of the Bullet trains, Railway lines or station adhering to the
practices generally followed by such utilities (except as regards terms and conditions of
employment of operating personnel) in the operation and maintenance of the Railway lines,
station or Bullet trains.

GoWB means the Government of West Bengal;

Independent Regulatory Authority or IRA means the Ministry of Railways or any other
regulatory authority set up to regulate any aspect of Construction of Bullet Trains Activities set
up (i) by way of an executive order provided the functioning of the IRA is not within the control
of GoI, or (ii) by an Act of Parliament or an ordinance or any rules made thereunder.

Initial Phase means the design, financing, construction, completion and commissioning of the
facilities described in Schedule 1, as may be amended from time to time in accordance with
Applicable Law as accepted and/or adopted by GoI;

Intellectual Property means any and all patents, patent applications, know-how, trademarks,
trade mark applications, trade names, registered design, copyright, database rights or other
similar Intellectual property rights created, developed, subsisting or used in connection with the
Joint Venture and whether in existence at the date hereof or created in the future.

JRG means the Japan Railways Groups;

Land includes any right or interest in any land;

Metropolitan area shall have the meaning assigned to it in Clause (c) of Article 243P of the
Constitution of India;

Party includes Government of India (GoI), State Government of Andhra Pradesh (GoAP),
State Government of West Bengal (GoWB), Japan Railway Group (JRG), Gammon India
Limited (GIL) and its successor and permitted assigns in terms of this Agreement and "Parties"
shall be construed accordingly;

Passenger means and shall include any person who is travelling on bullet train;

Page | 28
Person includes (as the context requires) any natural and/or juridical entity (including GoI,
GoAP, GoWB, JRG and GIL);

Platform shall mean a raised level surface where people or things can stand;

Project means the design, financing, construction, completion, commissioning, maintenance,

operation, management and development of the Railway lines, Railway Station and Bullet
Trains;

Relevant Authority includes the GoI, GoAP, GoWB, JRG, GIL or any other subdivision or
instrumentality thereof, any local authority or any other authority empowered by the Applicable
Laws;

Security includes any mortgage, pledge, lien, security interest or other charge or encumbrance
and any other agreement or arrangement having substantially the same economic effect;

Service Provider Right means any privilege, right, franchise, lease or other right or sub-right
granted by HIAL or by any Service Provider Right Holder pursuant to Article

Site shall mean and include the land measuring approximately 5450 acres in area, on, under
and over which the Railway station or lines is to be constructed;

Specifications means the specifications for the construction of the Railway station or lines as
set forth in Schedule 2 Part 1;

Standards means the performance standards for the operation and maintenance of the
Railway station, lines or Bullet trains as set out in Schedule 3 Part 1;

State Government in relation to construction of bullet trains means the Ministry of Urban
Development of Andhra Pradesh and West Bengal;

Tax or Taxes shall mean any and all taxes, levies, imposts, duties, charges, fees, deductions
or withholdings that are, or that are to be, imposed, levied, collected, withheld or assessed,
together with any and all interest, penalties, claims or other liabilities arising under or relating
thereto;

Page | 29
User Development Fee means a fee collected, as per rules laid down by GoI, from the
embarking passengers for the provision of passenger amenities, services and facilities and will be
used for the development, management, maintenance, and expansion of facilities at the railway
stations directly or as a part of the cost of tickets;

Works

i. After the date of grant of any Clearance a material change in the terms and conditions
attaching to such Clearance or the attachment of any new material terms or conditions
or such Clearance ceasing in part or in whole to remain in full force and effect;
ii. The commencement of any Indian law which has not yet entered into effect except to
the extent where such Indian laws was enacted prior to the date hereof with a
commencement date after the date hereof and such Indian law takes effect on that
commencement date without any material amendment;
iii. The modification, amendment, variation, alteration or repeal of any existing Indian
law or the enactment of any new Indian law;

1.2 Interpretation

In this Agreement, unless the context otherwise requires,

(a) references to any legislation or any provision thereof shall include amendment or reenactment
or consolidation of such legislation or any provision thereof so far as such amendment or re-
enactment or consolidation applies or is capable of applying to any transaction entered into
hereunder;

(b) reference to a person and words denoting a natural person shall be construed as a reference
to any individual, firm, company, corporation, society, trust, government, state or agency of a
state or any association or partnership (whether or not having separate legal personality) of two
or more of the above and shall include successors and assigns;

(c) the table of contents, headings or subheadings in this Agreement are for convenience of
reference only and shall not be used in, and shall not affect, the construction or interpretation of
this Agreement;

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(d) the words include and including are to be construed without limitation and shall be
deemed to be followed by without limitation or but not limited to whether or not they are
followed by such phrases;

(e) references to construction include, unless the context otherwise requires, investigation,
design, developing, engineering, procurement, delivery, transportation, installation, processing,
fabrication, testing, commissioning and other activities incidental to the construction, and
construct shall be construed accordingly;

(f) any reference to any period of time shall mean a reference to that according to Indian
Standard Time;

(g) any reference to any period commencing from a specified day or date and till or until a
specified day or date shall include both such days or dates; provided that if the last day of any
period computed under this Agreement is not a business day, then the period shall run until the
end of the next business day;

(h) the words importing singular shall include plural and vice versa; (l) references to any gender
shall include the other and the neutral gender;

(i) lakh means a hundred thousand (100,000) and crore means ten million (10,000,000);

(j) references to the winding-up, dissolution, insolvency, or reorganisation of a person

or entity shall be construed so as to include any equivalent or analogous proceedings under the
law of the jurisdiction applicable to such person or entity is incorporated or any jurisdiction in
which such person or entity carries on business including the seeking of liquidation, winding-up,
reorganization, dissolution, arrangement, protection or relief of debtors;

(k) any reference, at any time, to any agreement, deed, instrument, licence or document of any
description shall be construed as reference to that agreement, deed, instrument, licence or other
document as amended, varied, supplemented, modified or suspended at the time of such
reference; provided that this Sub- parts shall not operate so as to increase liabilities or obligations
of the Railway Administration hereunder or pursuant hereto in any manner whatsoever;

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(l) any agreement, consent, approval, authorisation, notice, communication, information or report
required under or pursuant to this Agreement from or by any Party shall be valid and effective
only if it is in writing under the hand of a duly authorised representative of such Party in this
behalf and not otherwise;

(m) Recitals 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;

(n) references to Recitals, Articles, Clauses, Sub-clauses or sub-parts in this Agreement shall,
except where the context otherwise requires, mean references to Recitals, Articles, Clauses, Sub-
clauses and sub-parts of or to this Agreement;

(o) the damages payable by either Party to the other of them, as set forth in this Agreement,
whether on per diem basis or otherwise, are mutually agreed genuine preestimated loss and
damage likely to be suffered and incurred by the Party entitled to receive the same and are not by
way of penalty; and

(p) Any and all capitalised terms used, but not defined, herein shall have the meaning ascribed to
the term under the Railways Act, if any.

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Article 1

Conditions Precedent

Article 1.1: This Agreement shall take effect only after all the following conditions precedent
have been fully satisfied with regard to:

i. The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation

and Resettlement Act, 2013
ii. Intellectual Property Rights Issues
iii. Both the companies should be in a financially sound position

Article 2
Confidentiality of The Information
During the subsistence of this Agreement, each Party and/or its Affiliate(s) shall receive and
maintain all Confidential Information (as defined hereafter, however disclosed) in the strictest
confidence.

Article 2.1: Limit to Disclose

Each Party and/or its Affiliate(s) shall limit disclosure of any Confidential Information to those
of its employees, agents, and representatives on a need -to-know basis. Either Party prior to
making disclosure of any Confidential Information shall exert best efforts to cause the receiving
entity(ies) to execute papers and documents to effect substantial compliance with the provisions
of this Clause.

Article 2.2: Legal Obligation to Disclose

In case either Party and/or its Affiliate(s) or any of their employee, agents or representatives,
becomes legally compelled to disclose any Confidential Information, such Party shall give
sufficient notice to the other Party so as to permit such other Party to seek a timely protective
order or other appropriate relief. If such order or order relief cannot be obtained, the Party being
compelled to make disclosure shall only make disclosure of that which is legally required and no
more.

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Article 2.3: Information in public domain
The obligation of confidentiality in respect of Confidential Information shall not apply to
Confidential Information which is now in, or hereafter comes into, the public domain otherwise
than by breach of this Agreement.

Article 2.4: Copies

Each Party and/or its Affiliate(s) shall make only such notes, sketches, drawings, photocopies or
other written or photographic records relating to all Confidential Information as are absolutely
necessary. All such materials shall belong to the Party and/or its Affiliates to which the
Confidential Information relates and, together with all other tangible expressions of Confidential
Information held by any Party and/or its Affiliates(s) shall be returned to the owner forthwith
upon the termination of this Agreement.
For the purpose of this clause, Confidential Information shall mean

(a)with respect to JVC, all information (verbal or documented) relating to the business or
operations of JVC, which is specifically identified by JVC at the time of the disclosure as being
confidential or proprietary; and

(b)with respect to any Party, all information (verbal or documented) relating to the business or
operations of such Party or any of its Affiliates which is specifically identified by such Party at
the time of the disclosure as being confidential or proprietary.

(c)The term Confidential Information shall specifically include any tangible expression of such
information , including , without limitation, photographs, plans, drawings, renderings, journals,
notebooks, computer programs, samples, models, prototypes and mock-ups relating thereto, and
shall further include any confidential or proprietary information owned by any other person or
entity and furnished by such other person or entity pursuant to an undertaking to maintain the
same in confidence.

Exceptions - Notwithstanding anything contained in this Agreement to the contrary, the

restrictions covered under this Agreement for the use or disclosure of Confidential Information
shall not apply to any information.

Which is independently developed by the receiving Party or any her Affiliate or lawfully

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received free of restriction from another source having the right to so furnish such information;
or after it has become generally available to the public without breach of this Agreement by the
receiving Party or any Affiliate; or which at the time of disclosure to the receiving Party was
known to such Party or Affiliate free of restriction so long as such prior knowledge is promptly
disclosed in writing following disclosure of the information; or which the disclosing Party agrees
in writing is free of such restrictions.

Article 3
Purpose, Objective & Scope of Joint Venture
The purpose of the Public Private Partnership Agreement in relation to Joint Venture is to
provide smooth facilitation of bullet trains from Vizag to Kolkata & Vizag to Hyderabad.

Article 4
Force Majeure
Each Party shall be released from the responsibility for the complete or partial non-fulfilment of
an obligation arising from this Agreement, when such non-fulfilment results from an event of
force majeure which occurs after signing of this Agreement and which the Party concerned
which could not have been covered by reasonable means.

Article 4.1: Such events of force majeure shall include but are not limited to the following;

Article 4.1.1: In the event of any one of the stated circumstances occurring, the Party affected
shall promptly provide the other Parties with a written notification. This notification shall
describe the events concerned and insofar as possible assess the effects of the events on
fulfilment of the Partys obligations under this Agreement and state the estimated date of its
ability to fulfil the obligations.

Upon requests of the other Parties, within a reasonable period the Party concerned shall forward
a confirmation from the Chamber of Industry and Commerce in its country or from a comparable
organization or any agency of government verifying that these circumstances do exist.

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Article 4.1.2: Upon cessation of the stated circumstances, the Party concerned shall promptly
provide the other Parties with a written notification to this effect. This notification must specify
a period within which the Party expects to fulfil its obligation under this Agreement affected by
such force majeure.

Should the Party concerned culpably fail to send the necessary notification, or fail to forward
them in good time, it shall be obliged to compensate the other Parties for the losses which are
incurred as a result of the failure to send the notification or the delayed forwarding of the
notifications.

Article 4.1.3: In case of the event of force majeure occurring, fulfilment of the obligation of the
Party concerned under this Agreement shall be postponed by the duration of these circumstances
and their consequences. The Party shall, however, endeavour to expeditiously fulfil its
obligations which were affected by such force majeure.

Article 4.1.4: Should the circumstances of force majeure and their consequences continue for
longer than 6 (six) months, thereby seriously impeding the JVCs activities, each Party shall be
entitled to terminate this Agreement. In this case, neither of the Parties shall be entitled to claim
compensation from the other Parties for any damage which may be incurred due to the force
majeure.

Article 5

Settlement Of Disputes

Article 5.1: The Parties shall endeavour to resolve by negotiation any difference of opinion and
disputes which may arise from or in connection with this Agreement or with regard to the
validity of this Agreement itself, in the course of operation of the JVC.

Article 5.2: If it proves impossible to settle disputes within 30(thirty) days and legal proceedings
appear unavoidable, such disputes are to be decided by a court or arbitration, without recourse to
a general court of law.

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Article 5.3 Arbitration
The dispute shall be finally decided by reference to arbitration by a Board of Arbitrators,
appointed pursuant to this Article. Such arbitration shall be held in accordance with the Rules of
Arbitration of the International Centre for Alternate Dispute Resolution, New Delhi (the
Rules) or such other rules as may be mutually agreed by the Parties and shall be subject to the
provisions of The Arbitration and Conciliation Act, 1996. The venue of such arbitration shall be
New Delhi, India and the language of the arbitration proceedings shall be English. There shall
be a Board of three arbitrators of whom each party shall select one.
The arbitrators shall make a reasoned award (the Award). Any Award made in any arbitration
held pursuant shall be final and binding on the Parties as from the date it is made, and the award
is to be carried out without any further delay.
The parties agree that an Award may be enforced against or for, as the case may be and their
respective assets wherever situated. This Agreement and the rights and obligations of the Parties
shall remain in full force and effect, pending the Award in any arbitration proceedings hereunder.

Article 6

Assignment

The rights and obligations under this Agreement are personal and shall not be assignable by any
Party without the prior written consent of the other Parties which consent will not be
unreasonably withheld.

Article 7

Modifications

This Agreement shall not be altered, modified or supplemented except with the prior written
approval of the Parties hereto.

Article 8

Deadlock Provisions

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Article 8.1: the occurrence/happening of any of the following events shall constitute a Deadlock
Situation namely:

Article 8.1.1: where the annual Budget or Business Plan of the joint venture company cannot be
agreed upon amongst the joint venture partners;

Article 8.1.2: where special resolution provided for in respect of particular matter could not be
accepted under the joint venture agreement;

Article 8.1.3: Where there is a breach of any of the provisions of the joint venture agreement and
the defaulting Party fails to rectify the default within days despite a written notice from the non-
defaulting Party; and

Article 8.1.4: Any other situation which results in the inability of the joint venture to operate.

Article 8.2: The Parties and their respective permitted nominees expressly agree and confirm
that in case of any major impasse / deadlock having arisen in the operation of the JVC which
pertains and is material to the further or future operation of the business of JVC, the Parties shall
cause their nominated directors to prepare and circulate to the other Party or Parties a
memorandum or a statement setting out its position on the issue on which there is disagreement
and its reasons for adopting such position. Each such memorandum or statement shall then be
considered by the chairman of managing board of GoI, JRG and GIL then holding office who
shall use their best endeavours to resolve such an impasse / deadlock. Such process shall be
completed within a period of 45 (forty-five) days of the impasse/deadlock having arisen, unless
such period is extended by mutual agreement. An impasses / deadlock arises on the date one
Party receives a written communication from the other conveying the basis of such other Party
coming to the conclusion of which the deadlock is and how it has arisen. Despite the aforesaid
if the panel of the chairman is unable to resolve the impasse / deadlock. That the deadlock shall
be deemed to be a major impasse/deadlock and in the event ultimate solution of any major
impasses/deadlock shall be as provided hereinafter in this Clause.

Article 8.3: Once an impasses/ deadlock has deemed to have arisen till such time the impasses/
deadlock is resolved, the Board function as trustees for the smooth and continued operation and
functioning of the JVC.

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Article 9

Termination

Article 9.1: Notwithstanding anything contained in this Agreement, either Party shall be entitled
to terminate this Agreement in any of the following events;

(a) either Party shall have the right to terminate this Agreement by giving 15(fifteen) days
written notice to the other Parties if that other Party or Parties voluntarily or otherwise
commits a material breach of any of the terms and conditions of this Agreement ,
provided that if the breach is remediable, the right aforesaid shall be exercisable only if
the breach is not remedied within 45 (forty-five) days of a written notice requiring to
remedy the same;

(b) either Party shall be entitled to terminate this Agreement forthwith by giving a written
notice to the other Parties in the event of the other Party or Parties being ordered to be
wound up or entering into a compromise or arrangement with its creditors as a result of
its bankruptcy or if a distress execution or other process shall be effected upon or if an
encumbrance shall take possession of or a receiver shall be appointed of substantial
part of the assets or property of the other Party or Parties.

(c) Upon one Party giving notice to the other Party or Parties consequent upon the other
Party or Parties or its permitted nominees ceasing to the Joint Venture Agreement.

(d) if the JVCs activities are seriously impeded as a result of force majeure for a period of
more than 6 months.

Article 9.2: During the period that the notice of termination is given by any Party until the time
the issue is resolved or termination becomes effective the members of the Board shall function as
trustees for the smooth and continued operations and functions under the agreement.
Article 10

Intellectual Property Rights

Article 10.1: Intellectual property developed solely by an employee or employees of a Party in

the performance of the Joint Venture will be owned by that Party.

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Article 10.2: Intellectual property developed jointly by an employee or employees of one Party
with an employee or employees of another Party or Parties in the performance of the Joint
Venture will be jointly owned by those Parties.

Article 10.3: The Parties hereby offer licenses to each other for the intellectual property
described Each Party shall be deemed to have granted the other Parties a non-exclusive and non-
assignable license to make use of any such documents or other material and data or other
information and devices or processes in the context of the performance of the Joint Venture.

Article 10.4: All Parties warrant that no documents or other material and data or other
information and devices or processes will be provided for use in connection with the
performance of the Joint Venture which infringe any third party intellectual property rights;

Article 10.5: No Party shall disclose or pass on any information concerning the business of the
other Parties or that of their customers or utilize, other than in connection with the affairs of the
Joint Venture for the purposes of this Agreement, information trade or professional secrets of
said other Parties, and all Parties shall procure that their employees, agents and sub-contractors
shall observe these conditions.

Article 10.6: In the event that a claim for the infringement of third party Intellectual Property
Rights is made or intimated against one Joint Venture in relation to documents or other material,
data and other information or devices and processes provided to that Party by another for use in
the performance of the Joint Venture, the said other Party shall indemnify the other against any
and all costs, expenses, damages or other losses suffered or payments made by the Joint Venture
in connection with the claim and any associated judgment or settlement.

Article 11

Disclosure Obligations, Representations and Warranties

Article 11.1: Each of the joint venture partners represents and warrants to each other that:

It is duly and validly formed, existing, and in good standing under the law of the jurisdiction of
its formation and is duly qualified to operate in all jurisdiction requiring such all qualification in

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order to own its assets and properties to carry on its business in the jurisdiction where it owns or
leases or will own or lease such assets or properties or carries on or will carry on such basis.

Article 11.2: Authorized to enter into and perform this Joint Venture agreement, and this joint
venture agreement, when executed, will be duly and validly authorized, executed and delivered
and will constitute valid and binding obligation, enforceable in accordance with the terms herein
except in so far as the enforceability may be limited by the bankruptcy, insolvency, or similar
laws affecting the rights of creditors generally or by general principle of equity.

Article 11.3: The execution and delivery of the joint venture agreement and consummation of
the transactions contemplated herein do not and will not (a) contravene its articles, or other
constitutional documents (b) contravene any material provision or any other material indenture,
agreement, or instrument to which it is party or by which it or any of its properties is bound (c)
conflict with, results into breach of constitute (with notice or lapse of time or both) a default
under, or permit the termination or acceleration of any obligation under any such indenture,
agreements, instruments (d) contravene any law, rule, regulation, ruling, order, judgement or
decree (e) required any consent or authorisation under any applicable law that has not been
obtained.

Article 11.4: There are no actions, suits, claims, proceeding, investigation pending or, to its
knowledge, threatened against it in any court or before or by any governmental authority,
agency, or instrumentality or any arbitrator in which there is a reasonable possibility of an
adverse decision that could, whether individually or in aggregate, materially or adversely
affected its ability to perform its obligation under this agreement.

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IN WITNESS WHEREOF this Agreement has been executed by the duly authorized
representatives of the Parties hereto on the day and year first above written.
For and on behalf of the President of India through Railway Administration, by General
Manager, Eastern Railway

For and on behalf of

WITNESS:

1. ___________________

2. ___________________

For and on behalf of

WITNESS:

1. ___________________

2. ___________________

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 SCHEDULES

SCHEDULE 1

INITIAL PHASE

1. Location

The Site is for the proposed construction of bullet trains from Vizag to Hyderabad via
Vijayawada and also from Vizag to Kolkata. The site is a favourable location for the proposed
construction of bullet train at such proximity to the city.

2. Master Plan

The Master Plan has been developed using the forecast prepared by Japan Railways Group &
Gammon India Ltd. The Initial Phase of the Master Plan concentrates on the operation with a
capacity of 5 million passengers per annum. The ultimate development presented in the Master
Plan caters for 40 million passengers per annum. The development of Master Plan is foreseen to
follow the traffic demand.

The Master Plan is prepared in line with current International Bullet Train Organisation
Standards and recommendations / Bullet Train construction guidelines. Environmental
regulations have also been considered.

The Master Plan addresses the following facilities related to air traffic operations in the

Initial Phase:

a) Bullet Train Track

A single track is proposed for the Initial Phase. The track is designed for wide bodied bullet
trains. The characteristics of the track specification are summarized below:

Track length 1600 km

Track width 15m

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 Gap Area on both the sides from the overall area provided for track 5m

b) Rescue and Fire Fighting Facilities

The station shall be equipped to provide a level of protection. The main fire station and the in-
built bullet train fire alarm are located such that the response time complies with the
International Bullet Train Organisation recommendations. A watchtower is located above the
main fire station.

c) Water Supply

Potable water shall be supplied by the Hyderabad Metropolitan Water Supply, Kolkata
Municipal Corporation and Sewerage Board to the service area shown on the Master Plan in
sufficient quantity and pressure. Basic treatment on Site is planned and potable water storage
tanks for an average daily demand of one day and raw water storage tanks for two days demand
for fire-fighting including distribution networks to the bullet train station facilities are planned.
The water will be distributed using a hydro-pneumatic pumping system.

d) Telecommunications and IT

A station community network including LAN (IT backbone) will be provided as an open facility
allowing statutory authorities, Japan Railway Group management and all other users /
concessionaires direct access to vital train information and the internet. Ground service radio
communication will be provided for all ground service groups, security, and fire and rescue
services. Stations will be equipped with free wi-fi services.

e) Electrical

The power supply to the station shall be provided by APTRANSCO and CESC Kolkata. The
electrical power system includes transformer sub-stations, a distribution network, and emergency
power supply. The distribution network will be planned with ring mains, so that power supply is
always possible from two different sources.

f) Passenger Terminal Parking

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For all phases of development car parking inside the loop road, in front of the station at ground
level is planned. The location would be convenient for passengers and visitors to the station.
Areas for parking of private cars, taxis, staff car, staff vehicles, and V.I.P cars are provided. A
designated bus terminal for local and regional buses is located centrally in the parking area close
to the station.

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 SCHEDULE 2 PART 1

CONSTRUCTION ACTIVITIES & ITS SPECIFICATIONS

1. Passenger Pathways

The building includes a basement of approximately 17,000 sq m, which will be used for
technical facilities. The traffic forecourt on the landside is at two levels for arriving and
departing passengers. Tunnels provide pedestrian access from car parking for passengers.

The station roof is in structural steel supported by reinforced concrete circular columns. The roof
consists of main and secondary trusses.

Specifications and Installations

All passenger areas are finished with granite floors. In non-public areas, IPS (Indian Patent
Stone) floors and epoxy-coated floors have been proposed. All passenger toilets are provided
with vitrified matt finished tiles and matching ceramic tiles dado.

The north and south facades shall be fully glazed in modules of 3000mm x 1000mm. The east
and west facades shall be demountable walls with composite metal panel cladding. Interior
partitions in public areas shall be of glass with steel supports and aluminium framed partitions.
The roof will be covered with high grade waterproofing membrane.

Perforated metal false ceiling shall be provided in public areas with acoustic material backing.
Stairs in public areas shall be in steel with granite / hardwood treads, glass banisters and wooden
handrails. Glass elevators with glass shafts are provided in public areas.

Railings in public areas shall be in glass with wood handrails along with guards. The office block
will have a glass curtain wall with a faade of hardwood slats.

Equipment / Installations

The terminal equipment provided shall include:

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 X-Ray machines

Walk through metal detectors and hand held metal detectors

Security equipment

Escalators, elevators and automatic doors

In-line X-Ray baggage scanner for hold baggage

Train information system

CCTV / PA system

Fire alarm and detection system

Computer backbone IT system for multiple use

HVAC (Heating Ventilation and Air Conditioning)

Mechanical ventilation system

Pressurization / smoke extraction system

2. Finishing Specifications

Anti-skid ceramic tile floors shall be provided in toilets, rest rooms and pantry. Equipment
rooms shall have industrial grade rubberized floors.

The east and west facades of the bullet station shall be finished in a dry stone cladding. External
walls of service areas will have metal cladding with louvers for air extraction and ventilation.

The roof of the station shall be in structural steel and pre-coated profiled metal sheeting. The
roof dips over the entrance and extends to the base. The roof skylight has a system of fixed and
operable louvers in metal frames and polycarbonate sheets.

Heavy duty industrial type floor is provided in workshops, material stores and movement areas.
Electronics workshops will be laid with anti-static industrial grade rubberized floor. General

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office areas will have kotah stone floors. Entrance hall, manager rooms, main staircase will have
calibrated polished kotah stone floors. Toilets will have anti-skid ceramic tile floors and ceramic
tile dados.

3. Specifications and Finishes

The floor in cargo handling area will be integrated industrial heavy duty floors. Service areas like
equipment spaces or storage rooms shall have base cement concrete floors finished in industrial
grade polyurethane coating. Offices and circulation areas shall have stone floor. The landside
office and public areas will have masonry wall partitions in washable acrylic emulsion paint.
Walls in service areas and equipment spaces shall be finished in washable emulsion paint. The
roof is a profiled metal sheeting system.

Demountable walls are provided between the various sections of the cargo building which can be
removed to allow reconfiguration and expansion.

Equipment /Installation

X-Ray machines
Counters for verification / customs
Storage racks
Strong room for valuables
Build-up / breakdown stations with hydraulic scissor lift platforms

4. Power Distribution

The electrical power system includes transformer stations, a distribution network, and emergency
power supply. The distribution network will be planned with ring mains, so that power supply is
always possible from two different sources. An emergency power generator system is installed in
the emergency power station near the maintenance area which will supply power to the essential
facilities of the station in case of power supply failure.

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5. Internal lighting system

The design lux level considered is:

Ticket counters, check-in desks, information desks 350 lux

Office areas 350 lux

Baggage area 350 lux

Waiting areas 350 lux

Corridors and circulation spaces 250 lux

6. External area lighting

Road lighting will be provided for the main access road, service roads and other access

to buildings as shown below:

Main access road 30 lux

Service road 20 lux

Lighting for parking areas 80 lux

7. Fire Protection

The following fire protection systems shall be provided:

Hydrant system

Sprinkler system

Fire alarm system

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 Heat sensors

Gas suppression system for server and electronic rooms

Portable extinguishers

Adequate fire water reserves are planned at three locations, namely, passenger terminal building,
fire stations. The pumping system at these three locations shall have the following:

Electrically driven hydrant and sprinkler pumps

Diesel engine driven hydrant and sprinkler pumps

Jockey pump to take care of hydraulic losses in the system

All the three fire pumping stations shall be interconnected to provide redundant pumping
capabilities in case of any eventuality.

Intelligent, analogue addressable fire detection and alarm system is planned in all buildings.
Independent fire alarm control panels capable of stand-alone operation shall monitor each
building in the Airport complex. All panels will be networked together and report to the central
fire command station. A central fire command station is planned at the main fire station which
shall be responsible for all the fire emergencies.

8. Air-conditioning and Ventilation System

Central water cooled air-conditioning system with variable air handling units

Pressurization system for stairways and lift shafts

Mechanical ventilation system for toilets

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 SCHEDULE 3 PART 1

STANDARD

The following criteria shall be measured on an annual basis in accordance with the Bullet Trains
Global Monitor scoring mechanism for the platform

i. Ease of finding your way;

ii. Train information screen;
iii. Ease of making connections;
iv. Availability of baggage carts;
v. Courtesy of station staff;
vi. Washrooms;
vii. Travel pass inspection;
viii. Baggage screening;
ix. Waiting areas;
x. Ground transportation to/from city;
xi. Parking facilities;
xii. Sense of security; and
xiii. Ambience of platform.

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 SCHEDULE 3- PART II

1. Compensation

Subject as provided in this Agreement, in the event of the occurrence of any breach of or default
GOI will, upon a request in writing from Japan Railways Group and Gammon India Limited,
indemnify them against the consequences within thirty (30) days of such request for payment,
sums equal to the loss, cost, expense, liability or damage suffered directly by them as a result of
such event, which shall for the avoidance of doubt include:

a) all amounts payable or due and paid by Japan Railway Group & Gammon India Limited to
any of its contractors or Service Provider Right Holders as a result of such event;
b) all additional interest, fees and other sums owing to Lenders for borrowed money of Japan
Railway Group & Gammon India Limited as a result of such event; and
c) all additional overheads and operating costs and expenses payable or due and paid as a result
of such event.

Provided that GOI may set off from payments due to Japan Railway Group & Gammon India
Limited such amounts as constitute any liability to GOI that has previously been admitted by
Japan Railway Group & Gammon India Limited.

Provided further that Japan Railway Group & Gammon India Limited shall notify GOI of the
occurrence of an event listed above for which it seeks to claim compensation within a period of
ten (10) days from Japan Railway Group & Gammon India Limited becoming aware of the
occurrence of such event.

2. Maintenance

Maintenance will include keeping proper functioning and care of following :

i. Bullet trains
ii. Platforms
iii. Machineries and source of all facilities

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 iv. Lightning system (External and Internal Areas)
v. Ventilation and air conditioning system
vi. X- Ray Machines
vii. Lifts
viii. Water Supply System
ix. Electricity Supply and Distribution System
x. Fire Alarms and fire stations
xi. Communication and IT system

All maintenance, repair and other works shall be carried out in such a way as to minimise
inconvenience to users of the platform.

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 CONCESSION AGREEMENT

For the

CONSTRUCTION OF BULLET TRAINS

Between

JAPAN RAILWAYS GROUPS & GAMMON INDIA LTD

And

MINISTRY OF RAILWAYS & MINISTRY OF URBAN DEVELOPMENT

Agreement No. 10 of 2016

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 Dated: 1st April, 2016

_________________________________________________________________________
TABLE OF CONTENTS
___________________________________________________________

CONCESSION AGREEMENT

1. Definitions and Interpretations

2. Scope of the Project
3. Concession
4. Concession Period
5. Rail Access and Terminals
6. New Rail Terminals
7. Administrations Liability and Settlement of Claims
8. Settlement of Claims of Third Parties
9. Force Majeure
10. Indemnity
11. Termination
12. Taxation
13. Dispute Resolution
14. Miscellaneous

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This Concession Agreement for construction of Bullet Train (the Agreement) made on this the
1st day of April, 2016.

BY AND BETWEEN

4) THE PRESIDENT OF INDIA and THE GOVERNOR OF WEST BENGAL and

ANDHRA PRADESH, acting through the Secretary, Ministry of Railways and Ministry
of Urban Development of West Bengal and Andhra Pradesh (hereinafter referred to as
GOI which expression shall include his successors and assigns).

5) JAPAN RAILWAYS GROUP, company incorporated with limited liability under the
Japan Companies Act (Act No. 86 of July, 2005) and having its registered office at NTT
Hibiya Building 1-1-6 Uchisaiwai-cho, Chiyoda-ku, Tokyo 100-8019, Japan and
Gammon House (hereinafter referred to as JRG which expressions shall mean and
include its successors and permitted assigns).

AND

6) GAMMON INDIA LTD, company incorporated with limited liability under the
Companies Act, 1956 and having its registered office at Veer Savarkar Marg, Prabhadevi,
Mumbai 400025, India (hereinafter referred to as GIL which expressions shall mean
and include its successors and permitted assigns).

JAPAN RAILWAYS GROUP & GAMMON INDIA LTD. for the purpose of convenience
is referred here as to Concessionaire.

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 DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

1.1.1 The following words and expressions beginning with capital letters and defined in this
Agreement shall, unless the context otherwise requires, have the meaning ascribed thereto
herein:
Agreement means this particular Concession Agreement entered into between Ministry of
Railways and Ministry Urban Development and the Concessionaire along with as amended from
time to time as required;

Applicable Law means all the laws, including that of the rules, directions, guidelines,
regulations and notifications made thereunder and which are having the force of law, and
judgments, decrees, injunctions, writs and orders of any court of record, as may be in force and
effect in India during the subsistence of this Agreement;

Applicable Permits means all the clearances, licences, permits, authorizations, no objection
certificates, consents, approvals as well as the exemptions required to be obtained or maintained
under Applicable Laws in connection with the performance of this particular. agreement;

Bullet Trains shall means and shall include high speed trains running above 250 KMPH;

Concessionaire shall mean and include Japan Railways Group and Gammon India Ltd;

Change in Law means the occurrence of any of the following after the date hereof

a) The enactment of any new particular Indian law;

b) Repeal, modification as well as re-enactment of any existing Indian law;
c) The commencement of any Indian law which has not been entered into effect until the
date of application; or

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 d) A change in the interpretation or application of any concerned Indian law by a judgment
of a court of record which has become final, conclusive and binding, as compared to such
interpretation or application by a court of record prior to the date of that of the application

Change of Control with respect to an Entity means any deal or series of related
transactions that result in (i) any other Entity acquiring or taking Control of that Entity; or (ii)
the Entities(s) who were in Control of that Entity prior to such transaction or transactions no

Encumbrance means any mortgage, right of way, pledge, equitable interest, prior
assignment, conditional sales contract, hypothecation, right of others, security interest, title
retention agreement, voting trust agreement, interest, option, lien, charge, easement, or other
similar condition, commitment, restriction or limitation of any nature whatsoever, including any
restriction on use, voting, transfer, receipt of income or exercise of any other attribute of
ownership. The word Encumber shall be construed accordingly;

Entity or Person means any kind of person, body corporate, trust, partnership firm or other
association of persons/individuals whether registered or not;

Financing Documents means the various documents executed by the Concessionaire with the
Lenders including all amendments or modifications thereto for meeting all or any part of the
capital costs for construction of Bullet train, from time to time as required;

Financing Event of Default means occurrence of a material breach of the terms and
conditions of the Financing Documents or a continuous default in Debt Service by the
Concessionaire for a minimum period of 3 (three) months;

Good Industry Practice means the various practices, methods, techniques, designs,
standards, skills, diligence, efficiency, reliability and prudence which are generally and
reasonably expected from a reasonably skilled and experienced operator engaged in the same
type of undertaking as envisaged under this Agreement and which would be expected to result in
the performance of its obligations by the Concessionaire or Railway Administration, as the case
may be, in accordance with this Agreement, Applicable Laws and Applicable Permits in a
reliable, safe, economical and efficient manner;

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GOI means the Government of India;

Governmental Instrumentality or Government Authority means the GOI and any

state or local government in India and any political subdivision thereof;

Intensive Train Examination means a mandatory and minute examination of the rake after a
run of the prescribed Kilometre/period as specified by Railway Administration;

Lenders mean the financial institutions, banks, multilateral lending agencies, trusts, funds
and agents or trustees of debenture holders, including their inheritors and assignees, who
have approved to guarantee or provide finance to the Concessionaire under any of the Financing
Documents and who hold first charge on pari passu basis on the assets, rights, title and interests
of the Concessionaire;

Lenders Representative means the Person or Entity duly authorised by the Lenders to act
for and on behalf of that of the Lenders with regard to matters arising out of or in relation to this
Agreement, and includes its successors, assigns and substitutes;

Material Adverse Effect means any act or event which substantially effects the ability of
either Party to accomplish any of their respective obligations under and in accordance with the
provisions of this Agreement and which act or event causes a material financial burden or loss to
either Party;

MOR means Ministry of Railway;

Route shall mean and include the Rail Network between Vizag to Hyderabad via Vijayawada
and also from Vizag to Kolkata;

Railway Act means the Railway Act, 1989;

Railway Administration means the General Manager of a Zonal Railway who is having
jurisdiction under the Railway Act, 1989 except that for the purposes of Dispute Resolution,
Railway Administration shall mean the relevant Railway Administration, which has executed
this particular Concession Agreement;

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Rail Network means the complete and entire broad-gauge network of the Government
Railways and shall include such railway network where the Railway Administration has a right
to operate;

Rail Head means a serving railway station;

RDSO means the Research, Designs and Standards Organisation under Ministry of
Railways;

Year shall mean a period of 12 consecutive months;

1.2 Interpretation

In this Agreement, unless the context otherwise requires,

(a) references to any legislation or any provision thereof shall include amendment or re-
enactment or consolidation of such legislation or any provision thereof so far as such amendment
or re-enactment or consolidation applies or is capable of applying to any transaction entered into
hereunder;

(b) reference to a person and words denoting a natural person shall be construed as a reference
to any individual, firm, company, corporation, society, trust, government, state or agency of a
state or any association or partnership (whether or not having separate legal personality) of two
or more of the above and shall include successors and assigns;

(c) the table of contents, headings or subheadings in this Agreement are for convenience of
reference only and shall not be used in, and shall not affect, the construction or interpretation of
this Agreement;

(d) the words include and including are to be construed without limitation and shall be
deemed to be followed by without limitation or but not limited to whether or not they are
followed by such phrases;

(e) references to construction include, unless the context otherwise requires, investigation,
design, developing, engineering, procurement, delivery, transportation, installation, processing,

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fabrication, testing, commissioning and other activities incidental to the construction, and
construct shall be construed accordingly;

(f) any reference to any period of time shall mean a reference to that according to Indian
Standard Time;

(g) any reference to any period commencing from a specified day or date and till or until a
specified day or date shall include both such days or dates; provided that if the last day of any
period computed under this Agreement is not a business day, then the period shall run until the
end of the next business day;

(h) the words importing singular shall include plural and vice versa; (l) references to any gender
shall include the other and the neutral gender;

(i) lakh means a hundred thousand (100,000) and crore means ten million (10,000,000);

(j) references to the winding-up, dissolution, insolvency, or reorganization of a person

or entity shall be construed so as to include any equivalent or analogous proceedings under the
law of the jurisdiction applicable to such person or entity is incorporated or any jurisdiction in
which such person or entity carries on business including the seeking of liquidation, winding-up,
reorganization, dissolution, arrangement, protection or relief of debtors;

(k) any reference, at any time, to any agreement, deed, instrument, licence or document of any
description shall be construed as reference to that agreement, deed, instrument, licence or other
document as amended, varied, supplemented, modified or suspended at the time of such
reference; provided that this Sub- parts shall not operate so as to increase liabilities or obligations
of the Railway Administration hereunder or pursuant hereto in any manner whatsoever;

(l) any agreement, consent, approval, authorisation, notice, communication, information or report
required under or pursuant to this Agreement from or by any Party shall be valid and effective
only if it is in writing under the hand of a duly authorised representative of such Party in this
behalf and not otherwise;

(m) Recitals 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;

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(n) references to Recitals, Articles, Clauses, Sub-clauses or sub-parts in this Agreement shall,
except where the context otherwise requires, mean references to Recitals, Articles, Clauses, Sub-
clauses and sub-parts of or to this Agreement;

(o) the damages payable by either Party to the other of them, as set forth in this Agreement,
whether on per diem basis or otherwise, are mutually agreed genuine pre-estimated loss and
damage likely to be suffered and incurred by the Party entitled to receive the same and are not by
way of penalty; and

(p) Any and all capitalised terms used, but not defined, herein shall have the meaning ascribed to
the term under the Railways Act, if any.

1.2.1. Unless expressly provided otherwise in this Agreement, any documentation required to be
provided or furnished by the Concessionaire to the Railways Administration shall be provided
free of cost and in three copies, and if the Railway Administration is required to return any such
documentation with their comments and/or approval, they shall be entitled to retain two copies
thereof.

1.2.2 The rule of construction, if any, that a contract should be interpreted against the parties
responsible for the drafting and preparation thereof, shall not apply.

1.2.3 Any word or expression used in this Agreement shall, unless otherwise defined or
construed in this Agreement, bear its ordinary English meaning and, for these purposes, the
General Clauses Act 1897 shall not apply.

2. Scope of the Project

Under this Agreement, the scope of the Project (the Scope of the Project) shall mean and
include:

a) Construction of the Bullet trains from Vizag to Kolkata & Vizag to Hyderabad on a
regular running basis.

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b) Performance and fulfilment of all other obligations of the Concessionaire in accordance
with the provisions of this Agreement and matters incidental thereto or necessary for the
performance of any or all of the obligations of the Concessionaire under this Agreement.

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ARTICLE 1
Concession

Article 1.1: Subject to the terms and conditions contained in this Agreement, the Railway
Administration and the Ministry of Urban Development hereby grants to the Concessionaire,
throughout the duration of this particular agreement, a nonexclusive right to require the Railway
Administration to haul the Concessionaires Trains carrying passengers in bullet trains and the
Concessionaire hereby understands and accepts the Concession and further undertakes to
perform services and functions in relation thereto in accordance with the terms and conditions of
this Agreement.

ARTICLE 2
Concession Period

Article 2.1: The term of this Agreement shall be for a period of 30 years starting from the
Commercial Operations Date (the Concession Period).

Article 2.2: The extension of the Concession Period for a period of 10 (ten) years may be
granted by Railway Administration on the same terms and conditions as set forth herein. In case
the Concessionaire is eager of seeking such type of extension it shall apply to the Railway
Administration not later than 3 years prior to the expiration of the Concession period. In the
event the Railway Administration does not convey either its acceptance or rejection of the
request for extension within 6 months from that of the receipt of the application, it shall be
presumed that the Railway Administration has granted an extension of the Concession Period,
provided that in the event the Railway Administration refuses to grant such extension, it shall
record its reasons in writing for the refusal.

Article 2.3: The Concessionaire has been waived a particular amount of fees, as may be decided
by Railway Administration, for extension of the Agreement Period for a further period of 10
years, provided that the fee for extension shall not exceed one half the amount of Registration
Fee paid prior to execution of this Agreement.

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ARTICLE 3
Rail access and Rail Terminals

Article 3.1: Access to Rail Terminals

Article 3.1.1: The Concessionaire hereby specifically acknowledges and also agrees that it shall
be the Concessionaires sole responsibility and also the obligation under this Agreement to
procure the requisite approval/authority for the Concessionaires Train and/or a Railway
Administration locomotive to enter into, be upon and utilize the origin as well as destination Rail
Terminal(s) and expressly acknowledges and agrees that Railway Administration shall be under
no particular obligation to haul any of the Concessionaires Trains unless the Concessionaires
Train and the administration locomotive are duly authorized/permitted to enter into, be upon and
utilize both the origin and destination Rail Terminals.

Article 3.1.2: The Parties hereby expressly acknowledge and agree that in the event the
Concessionaire fails to operate in accordance with the requirements of this Agreement within
three (3) years, Railway Administration shall have the right, but not the obligation, to terminate
this Agreement and the registration fee paid by the Concessionaire shall stand forfeited.

Article 3.2: Rail Facilities in Rail Terminals

Article 3.2.1: The Concessionaire hereby covenants that each of that the Rail Terminal, other
than a Railway owned Terminal, that is used by the Concessionaire as the Rail Terminal from
where the Concessionaires Trains either originate or terminate shall conform to the following:
(i) Each Rail Terminal shall have rail facilities for handling Concessionaire Trains along with
bullet trains in conformity with siding rules prescribed by Railway Administration from time to
time.
(ii) Be equipped with a RDSO approved in-motion weigh bridge of prescribed standards for
running of bullet trains with and without containers of the Concessionaires Train.
(iii) Undertake regular calibration and certification of the weigh bridges as per Applicable Laws.
(iv) Conform with the Applicable Law and any and all statutory requirements specified by any
Government Authority.

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(v) Be equipped with TMS and such other facilities as may be required to interface with, and
ensure transfer of data online to, FOIS of Railway Administration.

ARTICLE 4:
New Rail Terminals

Article 4.1: Cost of Rail Terminal and Rail Siding

The cost of designing, constructing, operating and maintaining a Rail Terminal and the rail
facilities shall be borne by the Concessionaire as well as by both Ministry of Railways &
Ministry of Urban Development on a 60:40 ratio basis subject to the provisions of the siding
rules notified by Railway Administration from time to time. Provided, however, no rail track
shall be laid down by the Concessionaire unless the design for such rail track has been previously
approved by Railway Administration or such other authority as designated by Railway
Administration, which approval shall not be unreasonably withheld.

Article 4.2: Land

The Parties hereby agree that procuring any land other related facilities required for establishing
a Rail Terminal and or for laying any track, in accordance with the provisions of Land shall be
the responsibility and obligation of the Ministry of Urban Development of States of West Bengal
& Andhra Pradesh according to the provisions of The Right To Fair Compensation & Fair
Transparency in Land Acquisition, Rehabilitation & Resettlement Act of 2013. Without
prejudice to the foregoing, the Parties acknowledge that in the event any railway land is surplus
and available, the Concessionaire may, for the sole purpose of establishing a Rail Terminal or for
laying any rail track, to connect to the nearest Rail Head, apply for use of the same on leave and
license basis on such terms and conditions as may be laid down by Railway Administration from
time to time. Provided that, in allotting such land, Railway Administration shall not categorize
among the Concessionaires and agrees to establish a non-discriminatory framework for this
purpose. For the avoidance of doubt, it is clarified that a distinct agreement on terms and
conditions as may be applicable to the Parties shall be entered into between the Concessionaire
and Railway Administration or its designated authority in case railway land is made available to
the Concessionaire.

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Article 4.3 Inspection
Notwithstanding anything to the contrary contained in this Agreement, no new Rail Terminal
shall begin any commercial operation pursuant to this Agreement till such time as the same has
been inspected by Railway Administration or its chosen authority for compliance with Railway
Administrations requirements, and the Concessionaire hereby covenants and undertakes to
provide Railway Administration and its representatives adequate access, for such period as
Railway Administration as it may deem fit, to the Rail Terminal and all other documents as
Railway Administration may require to carry out its inspection Provided that the inspection by
Railway Administration shall be completed within 15 (fifteen) days of a notice received from the
Concessionaire in this behalf.
The Railway Administration also agrees and undertakes to provide all reasonable assistance to
the Concessionaire in operating, in accordance with the terms of this Agreement, the
Concessionaires Trains and, agrees to:
(i) Maintain a level playing field for all Concessionaires who undertake operations on Railway
Administrations rail network and implement a transparent and non-discriminatory system for
dispatch and movement of bullet trains in the network.
(ii) Render all reasonable assistance to the Concessionaire to facilitate it for procuring
Applicable Permits;
(iv) Upon receiving a request from the Concessionaire, make available, from time to time, all
the relevant circulars, notifications and like documents to the Concessionaire pertaining to that of
the performance of this Agreement or the rights and obligations of the Parties hereto;
(v) Provide efficient services for transportation of Concessionaires Train by ensuring that the
Concessionaires Trains are run through to destination without undue detention enroute.
Scheduled paths, to the extent possible shall be nominated, for this purpose;
(vi) Undertake maintenance of Concessionaires bullet trains according to the schedule and
hand over the Wagons back to the Concessionaire within the prescribed time schedule;
(vii) Railway Administration will assist to facilitate the movement of Concessionaires Trains to
the extent possible for access of the Concessionaires Trains on any network in India not
owned by Railway Administration on non discriminatory basis;
and
(viii) Railway Administration shall depute its personnel to issue Railway Receipt (RR) and

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for other documentation.
Any dispute arising out of the fitness of rail infrastructure or wagon maintenance shall be
adjudged in relation to the practices being followed for other types of traffic moving on
Railway Administrations network.

In case the Rail Terminals from where the locomotive or Concessionaires Train originate and
terminate, fall between two Railway Zones, the signatory Railway Administration would ensure
that other non-signatory Railway Administration performs/discharges the functions/obligations
of the signatory Railway Administration to the extent they fall withinthe jurisdiction of the non-
signatory Railway Administration.

Article 5:
Administrations Liability And Settlement Of Claims

Article 5.1: Custody of Concessionaires Trains and Demarcation of Liability

Article 5.1.1: Concessionaires bullet trains, shall be deemed transfer from the Concessionaire to
the Railway Administration at the interchange point which shall be mutually agreed upon and
indicated and notified to all concerned.

Article 5.1.2: The Parties hereby acknowledge and agree that Railway Administration liability
for claims, damages, shortage, etc shall not extend beyond the point of Interchange, unless it is
due to failure or negligence of Railway Administration.

Article 5.2.1: Bullet Trains

Railway Administration shall be liable for any loss, damage or destruction to any bullet trains in
Railway Administration custody in accordance with the provisions of the Railways Act.
For determining the liability in case of an inward loaded rake all seals would be jointly examined
by Railway Administration staff and Concessionaires staff immediately on arrival and similarly
for outward traffic, before that of the departure of the concessionaires bullet trains, all seals will
be jointly examined.

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In case the Railway Administration delivers container at the destination with the seals intact,
Railway Administration shall not be considered to be liable for any claim in respect of such
containers.
The Railway Administration shall have the following liabilities:
The liability of Railway Administration for such damaged bullet train shall not exceed the
Depreciated Replacement Value of that container (as on the date of damage to container) subject
to adjustment of any insurance proceeds received by the Concessionaire towards any damaged
container. The extent of the monetary limit of the Railway Administration in respect of the
consignments of Concessionaire shall be governed by Section 103 of Railways Act, 1989.

Article 6
Settlement Of Claims Of Third Parties

Article 6.1: Notwithstanding anything to the contrary contained in this Agreement, the Parties
hereby expressly acknowledge and agree that Railway Administration shall at any time, not be
liable to any third party for any loss of any consignment booked for transport by such third party
with the Concessionaire (Third Party Consignment Claims) and any Third Party Consignment
Claims shall be settled by the Concessionaire at its sole cost and expense.
The Concessionaire hereby agrees and also undertakes to indemnify and keep indemnified and
otherwise save harmless throughout the Concession Period, Railway Administration as well as
its agents and employees, workers, contractors, sub-contractors and other representatives from
and against any and all claims, demands made by any third parties against Railway
Administration, its employees, workers, contractors, sub-contractor and other agents and
representatives for, or in relation to, any Third Party Consignment Claims.

Article 6.1.2: Procedure for Reimbursement of Claims

For the claims payable to the Concessionaire while such containers were in the Railway
Administrations custody, the Concessionaire shall submit claims to that of the Railway
Administration.
All such claims shall be scrutinized and settled in accordance with the provisions of Section 93
and 103 of the Railways Act, 1989. The time limit from the filing of such claims and the rights

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and obligations of the Railway Administration shall also be as prescribed in the Railways Act,
1989, as amended from time to time.

Article 7
Force Majeure

Article 7.1 Force Majeure

As used in this Agreement, the expression Force Majeure or Force Majeure Event shall
mean occurrence in India of any or all of Non-Political Event, Indirect Political Event and
Political Event, other than that of non-availability of funds or on account thereof, to the extent it
affects the performance by the Party claiming the benefit of such Force Majeure ( of its
obligations under this Agreement and which act or event (i) is beyond the reasonable control of
the Affected Party and not brought about at the instance of, the Party claiming to be affected by
such events; and (ii) has Material Adverse Effect on the Affected Party, except for the payment
of monies due under this Agreement or any applicable Law.

Article 7.2 Non-Political Event

A Non-Political Event shall mean one or more of the following acts or events:
a) Act of God, epidemic or plague, extremely adverse weather conditions, lightning, earthquake,
landslide, cyclone, flood, volcanic eruption, chemical or radioactive contamination or ionizing
radiation, fire and explosion;
b) Strikes or boycotts other than those that are involving the Railway Administration and the
Concessionaire, leading to disruption of rail transit services;
c) Strikes or boycotts involving the Railway Administration if such strikes interrupt train
services;
d) Train accidents/collisions for whatsoever reason so caused, leading to that of disruption in the
movement of rail traffic;
e) Any judgment or order of any court of competent jurisdiction which are made against the
Concessionaire in any proceedings for reasons other than
f) The discovery of geological conditions, toxic contamination or archaeological remains on the
site that could not reasonably have been expected to be discovered through a site inspection; or
g) Any event or circumstances of a nature analogous to any of the foregoing.

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Article 7.3: Indirect Political Event
An indirect Political Event shall mean one or more of the following acts or events:
a) An act of war or act of enemy (whether declared or undeclared), invasion, armed conflict or
act of foreign enemy, blockade, embargo, riot, insurrection, terrorist or military action, civil
commotion or politically motivated sabotage;
b) Industry-wide or state-wide strikes or industrial action;
c) Any civil commotion, boycott or political agitation, which prevents running of train services;
or
d) Any event or circumstances of a nature analogous to any of the foregoing.

Article 7.4: Political Event

A political event shall mean one or more of the following acts or events by or on account of any
Government Authority pertaining to only Central Government in India:
a) Change in that of Law resulting in the Concessionaire being unable to exercise its rights under
this Agreement or materially impairing the ability of the Concessionaire to utilize the Project
Assets in the manner or for the purpose contemplated under this Agreement;
b) Expropriation or compulsory acquisition of any Project Assets or rights of the Concessionaire;
c) Unlawful or any unauthorized or without jurisdiction, revocation of or refusal to renew or
grant without valid cause, any clearance, licence, permit, authorization, no objection certificate,
consent, approval or exemption required by the Concessionaire to perform its respective
obligations under this Agreement and the Project Agreements, provided that such delay,
modification, denial, refusal or revocation did not result from the Concessionaires inability or
failure to comply with any or more conditions relating to concession, maintenance or renewal of
such clearance, licence, authorization, no objection certificate, exemption, consent, approval or
permit; or
d) Any event or circumstance of a nature equivalent to any of the foregoing. For avoidance of
doubt it is hereby expressly agreed that any change in taxes, levy, cess or increase in other costs,
including operating costs, shall not amount to a Force Majeure Event for the purposes of this
Agreement.

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Article 7.5: Duty to Report Force Majeure Event
Upon occurrence of a Force Majeure Event, the Affected Party shall by written notice report
such occurrence to the other Party forthwith. Any notice pursuant hereto shall include full
particulars of the:
a) Nature as well as the extent of each Force Majeure Event which is the subject of any claim for
relief with evidence in support thereof;
b) Estimated duration and the effect or probable effect which such Force Majeure Event is
having or will have on the Affected Partys performance of its obligations under this Agreement;
c) Measures which the Affected Party is taking or proposes to take for alleviating the impact of
such Force Majeure Event; and
d) Any other information relevant to the Affected Partys claim.
The Affected Party shall not be entitled to any other relief for or in respect of a Force Majeure
Event unless it shall have notified the other Party of the occurrence of the Force Majeure Event
as soon as reasonably practicable, and in any event not later than 7 (seven) days after the
Affected Party knew, or ought reasonably to have known, of its occurrence, and shall have on the
performance of its obligations under this Agreement. The relief shall be provided by the
Government from the reserves of Natural Calamity Contingent Duty. (NCCD).
For so long as the Affected Party continues to claim to be materially affected by such Force
Majeure Event, it shall provide the other Party with regular (and not less than weekly) reports
containing information and such other information as the other Party may reasonably request
the Affected Party to provide.

Article 7.6: Effect of Force Majeure Event on the Concession

At any time after the Commercial Operations Date, if any Force Majeure Event occurs:
1) Before the expiry of this Agreement, the Agreement Period and the dates set forth in the
Agreement shall be extended by a period equal in length to the duration for which such Force
Majeure Event subsists;
2) the Parties shall bear their respective costs, losses and/or damages during the subsistence of
the Force Majeure Event and neither Party shall be required to pay to the other Party any costs,
losses and/or damages thereof;
3) Save and except as expressly provided in this Agreement, neither Party shall be liable in

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any manner whatsoever to the other Party in respect of any loss, damage, cost expense, claims,
demands and proceedings relating to or arising out of occurrence or existence of any Force
Majeure Event or exercise of any right pursuant hereto.

Article 7.7 Termination Notice for Force Majeure Event

If a Force Majeure Event subsists for a period of 180 (one hundred and eighty) days or more
within a continuous period of 365 (three hundred and sixty-five) days, either Party may in its
discretion sack this Agreement by issuing a written termination notice, this Agreement shall,
notwithstanding anything to the contrary contained herein, stand terminated forthwith; provided
that before issuing such Termination Notice, the Party intending to issue the Termination Notice
shall inform the other Party of its intention to do so and grant at least 15 (fifteen) days time to
the other Party to make a representation, and may after the expiry of 15 (fifteen) days period,
whether or not it is in receipt of such representation, in its sole discretion issue the Termination
Notice.

Article 7.8 Dispute Resolution

In the event that the Parties are unable to agree in good faith about the occurrence or existence of
a Force Majeure Event, such Dispute shall be finally settled in accordance with the Dispute
Resolution Procedure, provided that the burden of proof as to the occurrence or existence of such
Force Majeure Event shall be upon the Party claiming relief and/or excuse on account of such
Force Majeure Event.

Article 7.9 Exemptions from Performance of Obligations

If the Affected Party is rendered wholly or partially unable to perform its obligations under this
Agreement because of a Force Majeure Event, it shall be exempted from performance of such of
its obligations to the extent it is unable to perform on account of such Force Majeure Event;
provided that:
a) The suspension of performance shall be of no greater scope and of no longer duration than is
reasonably required by the Force Majeure Event; The Affected Party shall make all reasonable
efforts to mitigate or limit damage to the other Party arising out of or as a result of the existence
or occurrence of such Force Majeure Event and to cure the same with due diligence; and

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c) When the Affected Party is able to resume performance of its obligations under this
Agreement, it shall give to the other Party notice to that effect and shall promptly resume
performance of its obligations hereunder.

Article 8
Indemnity

Article 8.1 General indemnity

The Concessionaire will indemnify, defend, save and hold harmless Railway Administration as
well as Ministry of Urban Development and its officers, servants, agents, Government Authority
and Government owned and/or controlled entities/enterprises, against any and all suits,
proceedings, actions, demands and third party claims for any loss, damage, cost and expense of
whatever kind and nature that may be arising out of any breach by or on behalf of the
Concessionaire of any of its obligations under this Agreement or any related agreement, except
to the extent that any such suits, proceedings, actions, demands and claims have arisen due to
any negligent act or omission, or breach of this Agreement on the part of Railway Administration
Indemnified Persons.
Subject to the provisions of Railways Act and rules made there under, Railway Administration
will indemnify, defend, save and hold harmless the Concessionaire against any and all suits,
proceedings, actions, demands and third party claims on account of any injury or death arising
out of breach by Railway Administration of any of its obligations under this Agreement or any
related agreement, save and except that where any such claim, suit, proceeding, action, and/or
demand has arisen due to a negligent act or omission, or breach of any of its obligations under
any provision of this Agreement or any related agreement and/or breach of its statutory duty on
the part of the Concessionaire, its subsidiaries, affiliates, contractors, servants or agents, the same
shall be the liability of the Concessionaire and the Railway Administration shall not be liable to
indemnify the Concessionaire for any such claims.

Article 8.2 Indemnity by the Concessionaire

Without limiting the generality, the Concessionaire shall fully indemnify, hold harmless and
defend Railway Administration and Railway Administration Indemnified Persons from and
against any and all loss and/or damages arising out of or with respect to:

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(a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits;
(b) payment of taxes required to be made by the Concessionaire in respect of the income or other
taxes of the Concessionaire's contractors, suppliers and representatives; or
(c) non-payment of amounts due as a result of materials or services furnished to the
Concessionaire or any of its contractors which are payable by the Concessionaire or any of its
contractors.
Without limiting the generality of the provisions of this the Concessionaire shall fully indemnify,
hold harmless and defend Railway Administration Indemnified Persons from and against any and
all suits, proceedings, actions, claims, demands, liabilities and damages which Railway
Administration Indemnified Persons may hereafter suffer, or pay by reason of any demands,
claims, suits or proceedings arising out of claims of infringement of any domestic or foreign
patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with
respect to any materials, information, design or process used by the Concessionaire or by the
Concessionaire's Contractors in performing the Concessionaires obligations hereunder. If in any
such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is
granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or
otherwise, to secure the suspension of the injunction or restraint order. If, in any such suit,
action, claim or proceedings, the materials, information, infringement and its use is permanently
enjoined, the Concessionaire shall promptly make every reasonable effort to secure for Railway
Administration a licence, at no cost to Railway Administration, authorising continued use of the
infringing work. If the Concessionaire is unable to secure such licence within a reasonable time,
the Concessionaire shall, at its own expense, and without impairing the Specifications and
Standards, either replace the affected work, or part, or process thereof with non-infringing work
or part or process, or modify the same so that it becomes non-infringing.

Article 8.3 Notice and contest of claims

In the event that either Party receives a claim or demand from a third party in respect of which it
is entitled to the benefit of an indemnity under this Article (the Indemnified Party), it shall
notify the other Party (the Indemnifying Party) within 15 (fifteen) days of receipt of the claim
or demand 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 or demand, it may conduct the
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proceedings in the name of the indemnified Party, subject to the Indemnified Party being secured
against any costs involved, to its reasonable satisfaction.

Article 8.4 Defence of claims

The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate
any claim, action, suit or proceeding by any third party alleged or asserted against such Party in
respect of, resulting from, related to or arising out of any matter for which it is entitled to be
indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the
Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to
indemnify the Indemnified Party in respect of loss to the full extent provided, the Indemnifying
Party shall be entitled, at its option, to assume and control in the defense of such claim, action,
suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of
its choice prompt notice of its intention to do so to the Indemnified Party and reimburses the
Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior
to the assumption by the Indemnifying Party of such defense. The Indemnified Party shall not
settle or compromise any claim, demand, action, suit or proceeding without the prior written
consent of the Indemnifying Party unless the Indemnifying Party provides such security to the
Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to
be indemnified hereunder to the extent so compromised or settled. If the Indemnified Party has
exercised its rights under this Article, the Indemnified Party shall not be entitled to settle or
compromise any claim, action, suit or proceeding without the prior written consent of the
Indemnifying Party (which consent shall not be unreasonably withheld or delayed).
For the avoidance of doubt, it is hereby expressly clarified that in the event the Indemnifying
Party exercises its rights, the Indemnified Party shall nevertheless have the right to employ its
own counsel, and such counsel may participate in such action, but the reasonable fees and
expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred,
unless:
(a) the employment of counsel by such party has been authorised in writing by the Indemnifying
Party; or
(b) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest
between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such
action; or
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(c) the Indemnifying Party shall not, in fact, have employed independent counsel reasonably
satisfactory to the Indemnified Party, to assume the defense of such action and shall have been so
notified by the Indemnified Party; or
(d) the Indemnified Party shall have reasonably concluded and specifically notified the
Indemnifying Party either:
(i) that there may be specific defenses available to it which are different from or additional to
those available to the Indemnifying Party; or
(ii) that such claim, action, suit or proceeding involves or could have a material adverse effect
upon it beyond the scope of this Agreement:

ARTICLE 9
Termination

Article 9.1 Termination for Concessionaire Default

Save as otherwise provided in this Agreement, in the event that any of the defaults specified
below shall have occurred, and the Concessionaire fails to cure the default within a cure period
of 60 (sixty) days, the Concessionaire shall be deemed to be in default of this Agreement (a
Concessionaire Default), unless the default has occurred solely as a result of any breach of this
Agreement by Railway Administration or due to Force Majeure. The defaults referred to herein
shall include:
(a) the Concessionaire abandons or manifests intention to abandon its obligations without the
prior written consent of Railway Administration;
(b) the Concessionaire is in breach of the Maintenance Requirements;
(c) the Concessionaire has failed to make any payment to Railway Administration pursuant
to this Agreement;
(d) the Concessionaire repudiates this Agreement or otherwise takes any action or evidences
or conveys an intention not to be bound by the Agreement;
(e) the Concessionaire has transferred its rights in breach of the provisions of this
Agreement;
(f) an execution levied on any of the assets of the Concessionaire has caused a Material
Adverse Effect;

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 (g) the Concessionaire is adjudged bankrupt or insolvent, or if a trustee or receiver is
appointed for the Concessionaire or for the whole or material part of its assets;
(h) the Concessionaire has been, or is in the process of being liquidated, dissolved, wound-
up, amalgamated or reconstituted in a manner that would cause, in the reasonable opinion
of Railway Administration, a Material Adverse Effect;
(i) a resolution for winding up of the Concessionaire is passed, or any petition for winding
up of the Concessionaire is admitted by a court of competent jurisdiction and a
provisional liquidator or receiver is appointed and such order has not been set aside
within 90 (ninety) days of the date thereof or the Concessionaire is ordered to be wound
up by Court except for the purpose of amalgamation or reconstruction; provided that, as
part of such amalgamation or reconstruction, the entire property, assets and undertaking
of the Concessionaire are transferred to the amalgamated or reconstructed entity and that
the amalgamated or reconstructed entity has unconditionally assumed the obligations of
the Concessionaire under this Agreement ; and provided that:
(j) the amalgamated or reconstructed entity has the capability and operating experience
necessary for the performance of its obligations under this Agreement and;
(k) the amalgamated or reconstructed entity has the financial standing to perform its
obligations under this Agreement and has a credit worthiness at least as good as that of
the Concessionaire as at the date hereof; and
(l) the Concessionaire commits a material default in complying with any provision of this
Agreement.
Without prejudice to any other rights or remedies which Railway Administration may have under
this Agreement or otherwise, upon occurrence of a Concessionaire Default, Railway
Administration shall be entitled to terminate this Agreement by issuing a Termination Notice to
the Concessionaire(Railway Administration Notice of Termination); provided that before
issuing the Termination Notice, Railway Administration shall by a written notice inform the
Concessionaire of its intention to issue such Termination Notice and grant 15 (fifteen) days to
the Concessionaire to make a representation (Railway Administration Notice of Intent to
Terminate) , and may after the expiry of such 15 (fifteen) days.

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Article 9.2 Termination for Railway Administration Default
In the event that any of the defaults specified below shall have occurred, and Railway
Administration fails to cure such default within a Cure Period of 90 (ninety) days or such longer
period as has been expressly provided in this Agreement, Railway Administration shall be
deemed to be in default of this Agreement (the Railway Administration Default) unless the
default has occurred as a result of any breach of this Agreement by the Concessionaire or due to
Force Majeure. The defaults referred to herein shall include:
(a) Railway Administration commits a material default in complying with any of the material
provisions of this Agreement;
(b) Railway Administration has failed to make any payment to the Concessionaire within three
months of the due date of such payment; or
(c) Railway Administration repudiates this Agreement or otherwise takes any action that
amounts to or manifests an irrevocable intention not to be bound by this Agreement.
Without prejudice to any other right or remedy which the Concessionaire may have under this
Agreement, upon occurrence of Railway Administration Default, the Concessionaire shall,
subject to the provisions of the Substitution Agreement, be entitled to terminate this Agreement
by issuing a Termination Notice to Railway Administration (Concessionaire Notice of
Termination); provided that before issuing the Termination Notice, the Concessionaire shall by
a written notice inform Railway Administration of its intention to issue the Termination Notice
and grant 15 (fifteen) days to Railway Administration to make a representation, and may after
the expiry of such 15 (fifteen) days of whether or not it is in receipt of such representation, issue
the Termination Notice.

Article 10
Taxation

Article 10.1 Taxation

The Government of India as well as The Government of State of Andhra Pradesh & Government
of West Bengal has decided that the concessionaire has to be provided with taxation benefits and
deductions which will be decided on a time to time basis according to the provisions. The GAAR
Rules which came into force in the year 2015 would be applicable and tax benefit shall be

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computed with respect to reduction, avoidance, deferral tax or with increase to refund in tax. If in
future, there are losses incurring then the tax exemption will be given.

Article 11
Dispute Resolution

Article 11.1 Any Dispute, difference or controversy of whatever nature howsoever arising under
or out of or in relation to this Agreement (including its interpretation) between Railway
Administration and the Concessionaire, and so notified in writing by either Party to the other
Party (the Dispute) shall in the first instance, be attempted to be resolved amicably and the
parties to agree to use their best efforts for resolving all disputes arising under or in respect of
this Agreement promptly, equitably and in good faith, and further agree to provide each other
with reasonable access during normal business hours to all non-privileged records, information
and data pertaining to any Dispute.

Article 11.2 Arbitration

The dispute shall be finally decided by reference to arbitration by a Board of Arbitrators,
appointed pursuant to this Article. Such arbitration shall be held in accordance with the Rules of
Arbitration of the International Centre for Alternate Dispute Resolution, New Delhi (the
Rules) or such other rules as may be mutually agreed by the Parties and shall be subject to the
provisions of The Arbitration and Conciliation Act, 1996. The venue of such arbitration shall be
New Delhi, India and the language of the arbitration proceedings shall be English. There shall
be a Board of three arbitrators of whom each party shall select one and the third arbitrator shall
be selected by the two arbitrators so selected, and in the event of a disagreement between the two
arbitrators, the appointment shall be made in accordance with the Rules.
The arbitrators shall make a reasoned award (the Award). Any Award made in any arbitration
held pursuant shall be final and binding on the Parties as from the date it is made, and the
Concessionaire and the Railway Administration agree and undertake to carry out such Award
without delay.
The Concessionaire and the Railway Administration agree that an Award may be enforced
against the Concessionaire and/or Railway Administration, as the case may be and their

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respective assets wherever situated. This Agreement and the rights and obligations of the Parties
shall remain in full force and effect, pending the Award in any arbitration proceedings hereunder.

Article 12
Miscellaneous

Article 12.1: Waiver of immunity

Subject to as may otherwise be provided under the Railway Act, each party:
(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 (other than provided by Railway Act as amended from time to time) from such
proceedings shall be claimed by or on behalf of the party with respect to 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, except present or future
premises of the mission as defined in the Vienna Convention on Diplomatic Relations, Consular
premises, military property or assets, premises and offices of the constitutional authorities and
national heritages;
(d) consents generally in respect of the enforcement of any judgment 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 judgment that may be made or given in connection therewith).

Article 12.2 Exclusion of implied warranties etc.

This Agreement expressly excludes any warranty, condition or other undertaking implied at
representation by either Party not contained in a binding legal agreement executed by both
Parties.

Article 12.3 Entire Agreement

This Agreement and the Schedules together constitute a complete and exclusive statement of

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the terms of the agreement between the Parties on the subject hereof, and no amendment or
modification hereto shall be valid and effective unless such modification or amendment is agreed
to in writing by the Parties and duly executed by persons especially empowered in this behalf by
the respective Parties. All prior written or oral understandings, offers or other communications of
every kind pertaining to this Agreement are abrogated and withdrawn.

Article 12.4 Severability

If for any reason whatever, any provision of this Agreement is or becomes 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 the
Dispute Resolution Procedure set forth under this Agreement or otherwise.

Article 12.5 Third Parties

This Agreement is intended solely for the benefit of the Parties, and their respective successors
and permitted assigns, and nothing in this Agreement shall be construed to create any duty to,
standard of care with reference to, or any liability to, any person not a Party to this Agreement.

Article 12.6 Successors and Assigns

This Agreement shall be binding upon, and inure to the benefit of the Parties and their respective
successors and permitted assigns.

Article 12.7 Notices

Any notice or other communication to be given by any Party to the other Party under or in
connection with the matters contemplated by this Agreement shall be in writing and shall:
(a) in the case of the Concessionaire, be given by facsimile and by letter delivered by hand to the
address given and marked for attention of the person set out below or to such other person as the
Concessionaire may from time to time designate by notice to the Railway Administration.
(b) in the case of the Railway Administration, be given by facsimile and by letter delivered by
hand and be addressed to the General Manager of the Railway Administration with a copy

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delivered to the Railway Administration Representative or such other person as the Railway
Administration may from time to time designate by notice to the Concessionaire;
(c) any notice or communication by a Party to the other Party, given in accordance herewith,
shall be deemed to have been delivered when in the normal course of post it ought to have been
delivered.

Article 12.8 Agreement to Override Other Agreements; Conflicts

This Agreement supersedes all previous agreements or arrangements between the Parties,
including any memoranda of understanding entered into in respect of the contents hereof and
represents the entire understanding between the Parties in relation thereto.
In the event of a conflict between the terms of this Agreement and those contained in the IPA,
the terms of this Agreement shall prevail.

Article 12.9 Consequential or Special Loss

The Parties hereby expressly undertake and agree that neither Party shall be liable for any
incidental, indirect, special or consequential damages (including loss of profits, business or
revenue) that the other Party may suffer pursuant to or under this Agreement regardless of
whether such liability arises in tort, contract, breach of warranty, indemnification or otherwise.

Article 12.10 Stamp Duty and Registration Charges

Any stamp duty and registration charges if any payable in respect of this Agreement shall not be
borne by the Concessionaire. The State of West Bengal & Andhra Pradesh will bear the stamp
duty and registration charges.

Article 12.11 Review of Agreement

The Parties hereby acknowledge that there may be infrastructural, technological and
procedural changes on the Railway Administrations rail system, from time to time, resulting
in changes in the Railway Administrations operational framework for movement of
Concessionaires Trains, which may require appropriate review of this Agreement. The Parties
hereby agree that in the event any such infrastructural, technological and/or procedural changes
are envisaged on the Railway Administrations rail system, both the Concessionaire and the
Railway Administrations shall meet, in good faith, to review the terms and conditions of this
Agreement and to agree on such changes as may be required to this Agreement so as to give

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effect to any such proposed infrastructural, technological and procedural changes on the Railway
Administrators rail system.
Notwithstanding the aforesaid, the Parties hereby agree to meet, in good faith, every 5 (Five)
years during the term of this Agreement to undertake a review of this Agreement and to
mutually agree on any amendments required.

Article 12.12 Language

All notices required to be given by one Party to the other Party and all other communications
Documentation and proceedings which are in any way relevant to this Agreement shall be in
writing and in English language.

Article 12.13 Counterparts

This Agreement may be executed in two counterparts, each of which, when executed and
delivered, shall constitute an original of this Agreement.

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IN WITNESS WHEREOF this Agreement has been executed by the duly authorized
representatives of the Parties hereto on the day and year first above written.
For and on behalf of the President of India through Railway Administration, by General
Manager, Eastern Railway

For and on behalf of

WITNESS:

1. ___________________

2. ___________________

For and on behalf of

WITNESS:

1. ___________________

2. ___________________

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