Expression of Interest for Equity Participation in Indore Manmad Railway SPV INDIAN PORT RAIL CORPORATION LIMITED 0 INDIAN PORT RAIL CORPORATION LIMITED EXPRESSION OF INTEREST Invitation for Expression of Interest (EOI) For Equity Participation In Indore Manmad New Railway Line Special Purpose Vehicle (SPV) EOI No. IPRCL/Mumbai/Projects/MMR-IND/14/6 (EOI SPV) March 17 th , 2018 Issued by: Indian Port Rail Corporation Limited (A Government of India Enterprise) 4th Floor, Nirman Bhawan Mumbai Port Trust Building, M.P. Road, Mazgaon East, Mumbai – 400010 Phone: 022-66566335, Fax: 022-66566336 Website: www.iprcl.org
Transcript
Expression of Interest for Equity Participation in Indore Manmad Railway SPV
INDIAN PORT RAIL CORPORATION LIMITED 0
INDIAN PORT RAIL CORPORATION LIMITED
EXPRESSION OF INTEREST
Invitation for Expression of Interest (EOI)
For
Equity Participation In Indore Manmad New Railway Line
Special Purpose Vehicle (SPV) EOI No. IPRCL/Mumbai/Projects/MMR-IND/14/6 (EOI SPV)
March 17th, 2018
Issued by:
Indian Port Rail Corporation Limited (A Government of India Enterprise)
4th Floor, Nirman Bhawan Mumbai Port Trust Building, M.P. Road,
FORM 1: LETTER OF APPLICANT ……….......................................................................19-22
Expression of Interest for Equity Participation in Indore Manmad Railway SPV
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DISCLAIMER
Neither IPRCL nor its employees, consultants, advisors accept any liability or responsibility for the accuracy or completeness of, nor make any representation or warranty, express, or implied, with respect to the information contained in the EOI, or on which the EOI is based. The content stated in the notice is for information purpose only; however, the interested entities shall collect the data and analyze the information independently at its own cost to assess the viability of the project. Nothing in the notice of EOI should be relied on, as a promise or representation as to the future.
The Applicant shall bear all its costs associated with or relating to the preparation and submission of the EOI including but not limited to preparation, copying, postage, delivery fees, expenses associated with any demonstrations or presentations which may be required by the Authority or any other costs incurred in connection with or relating to its EOI.
Indian Port Rail Corporation Limited reserves the right not to proceed with the project, to alter the time table reflected in this document or to change the process or procedure to be applied for selection of equity partners. It also reserves the right to decline to discuss the Project further with any party expressing interest.
No reimbursement of cost of any type will be paid to persons, or entities, expressing interest.
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1.0 INTRODUCTION
In order to provide efficient rail evacuation systems to Major Ports and thereby enhancing their cargo handling capacity and efficiency, the Cabinet of Government of India approved a proposal of the Ministry of Shipping of formation of SPV on 25th March, 2015 with the objective of undertaking last mile rail connectivity projects for Major and Non-Major Ports as well as enhancement of capacity of embedded hinterland by leveraging the extant participative model of Indian Railway (IR), modernizing of their rail infrastructure, to operate and manage their internal port railway system, raising financial resources for funding such projects, assessing intermodal gaps in handling rail cargo at ports and having an option of taking up critical road connectivity projects wherever feasible.
2.0 Indian Port Rail Corporation Limited (IPRCL)
Indian Port Rail Corporation Limited (IPRCL), a special purpose vehicle (SPV), was accordingly incorporated on 10th July 2015 under the Companies Act 2013 with a subscribed share capital of Rs.100 Crore from 11 Major Ports and Rail Vikas Nigam Limited (RVNL) and an authorized share capital of Rs.500 crore.
IPRCL has taken up 44 projects with a total approx. cost of Rs.19300 Crore of which 5 have been completed, 11 are in progress and remaining under planning stage. The large number of projects being implemented by IPRCL are part of Sagarmala and Setu-Bharatam programmes of Government of India and are largely funded by beneficiary ports with significant contributions coming from Ministry of Road Transport and Highways, Ministry of Shipping including Sagarmala Development Corporation Limited (SDCL). Several projects under planning stage are targeted for funding through mobilization of resources from the market and private sector participation both through equity and debt route. IPRCL is implementing a number of new Railway Line Construction/Gauge Conversion/Port Connectivity projects through SPV Structure.
3.0 PURPOSE OF THE EOI
This EOI is being issued by Indian Port Rail Corporation Limited and seeks Expression of Interest from eligible Companies for equity participation in project
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specific SPV for implementation of Indore Manmad (362 kms) new railway line project as described in para 5.0. The purpose of this EOI is to:
Advise the prospective firms about the Project , eligibility criteria and how to apply for equity participation,
Invite responses from participants so that IPRCL can select equity partners in project specific SPV.
4.0 THE PROJECT
Project Railway Length Estimated Project Cost
(Rs. crore)
Equity
(Rs. crore)
1 Indore - Manmad New Line Project
Central Railway 362 Km
Rs.8576 Rs.2573
Hard copies of Financial Study Report, Traffic study and Engineering Feasibility Report will be made available on payment of Rs. 500/- (Five Hundred only) per copy on formal request from the intended party. This fee can also be paid through NEFT as per details at Clause 8.5 and the details can be emailed to Adviser (Transport)/IPRCL in order to obtain pdf copies of the reports through email.
Indore-Manmad New Line Project
The bankability study of the project was undertaken through M/s. KPMG. Traffic Study was undertaken by RITES. The project structuring and further development has been done by IPRCL. The project cost has been estimated based on Engineering study carried out by IPRCL as per the approved specifications by Ministry of Railways. Detailed project report has been prepared based on above. Final Location survey and geotechnical investigation are underway. The project has been sanctioned by Ministry of Railways under pink book 2018-19 Item no. 7 of Central Railway.
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INDORE-MANMAD NEW RAILWAY LINE PROJECT MAP
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DETAIL PROJECT MAP
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SALIENT FEATURES OF THE NEW RAILWAY LINE PROJECT:
S.No Item Parameter
1. Take-off station Dr.Ambedkar Nagar (MHOW)/Manmad (MMR)
2. Route Length
362 km.
Connectivity at Nardana on existing Udhna to Jalgaon railway route.
Connectivity at Borvihir on Dhule-Chalisgaon railway route.
3. Gauge Broad Gauge 1676mm
4. Ruling Gradient 1 in 150 & 1 in 100 in Ghat /Hilly terrain (Compensated) in both directions.
5. No. of Curves 93
6. No. of bridges Important - 13 Major - 13 Minor – 249 ROBs – 30 RUB – 102 LHS - 187 ROR - 1 Total Nos. – 595
7. Level Crossings Nil (RUBs provided instead)
8. Rails 60 kg (T-12)
9. Sleepers 60kg PSC 1660 nos. per km
10. Points and Crossings 60 kg Thick web 1 in 12 with weldable CMS crossings on PSC (for Main Line connection)
52 kg 1 in 81/2 on PSC Sleepers for loop line connection
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FINANCIAL AND TRAFFIC PARAMETERS:
S.No Item Cost in Rs. (Crores)
CONSTRUCTION COST
1. Basic Construction Cost
- Civil
- Electrical
4178.10
608.00
11. Rail Joints Primarily LWR/CWR Track
12. Ballast 50 mm nominal size
350 mm cushion on Main line
250 mm cushion on Loop line
13. Traction Electrified
14. Speed potential 120 km/hr
15. Block Section 27 Crossing Stations.
13 Halt Stations.
16. Land Acquisition 2008 hectares
17. Radius of Curvature Limiting Curve upto 3 degree
18. Formation width 7.85 (Single Track)
19. Land Width Double Track Standard Width + 6 m
20. Tunnel Adit is provided for Tunnel > 3km
21. Loading Standard 25T Axle load for bridges
22. Project Offices Corporate Office – Mumbai
Field Offices – Dhule, Manmad and Mhow.
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- Mechanical
- S&T
- Total
2.00
159.00
4947.10
2. Land Cost 1060.50
3. Contingency (3%) 180.23
4. Environment Charges (1%) 60.08
5. PMC Charges (9%) 445.24
6. FR/DPR Charges (1%) 60.08
7. Railway D&G Charges (0.25%) 12.37
8. Escalation during construction 566.27
Total Construction Cost
9. Interest during construction 1112.91
10. Financing charges Insurance charges 30.02
11. Insurance charges 41.46
12. Total Project Cost 8576.33
13. Debt Equity Ratio 70:30
14. Total Projected Traffic
- Year 2025-26
- Year 2045-46
24 million tonnes
64 million tonnes
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5.0 PROJECT STRUCTURING
The above project will be implemented in the mode of project specific Special Purpose Vehicle (SPV) for which “Concessions” shall be granted by Ministry of Railways to the SPV for a period of 40 years as per the approval received vide Railway Board letter no. 2018/Infra/12/1 dated 22.02.2018. The SPV will be registered as a company under the Companies Act, 2013. The SPV shall be responsible for financing, constructing, operating and maintaining the Project Railway.
The concession period is 40 years instead of 30 years.
While SPV can get the construction done through IPRCL or any other agency, as per the IR’s 2012 Policy for Participative Models and as per the approved specifications of Railway Board for the project line. The maintenance of the fixed infrastructure can be undertaken by the SPV on the Konkan Railway model while operations of trains may be done as per the instructions of Ministry of Railway for the Project line.
SPV shall be under an agreement with the concerned Railway with in built safeguard to optimize the train operations cost at the best practices level and IPRCL is working for obtaining suitable relaxations from Railway Board in this regard which would help in enhancing the financial viability of the Project. Suitable guarantee or mechanism shall be built in the agreement with the concerned zonal Railway for passing of the projected traffic through the Project line.
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6.0 SPV STRUCTURE
The Jawaharlal Nehru Port Trust (JNPT), Government of Maharashtra and Government of Madhya Pradesh are the likely partners in the proposed SPV for implementation of the Project. IPRCL shall also be participating in the equity of the SPV. JNPT is the main promotor of this project and shall be the majority stake-holder in the SPV by taking up the residual equity in the company.
6.1 The following railway projects in the country have been developed on similar lines in SPV Mode through PPP by the Indian Railways/ RVNL.
Surendranagar – Pipavav Gauge Conversion Project by Pipavav Railway Corporation Limited on Western Railway.
Hassan – Mangalore Gauge Conversion by Hassan Mangalore Railway Company Limited South Western Railway.
Gandhidham – Palanpur Gauge Conversion Project by Kutch Railway Company Limited on Western Railway.
Haridaspur Paradip New Railway Line Project by Haridaspur Paradip Company Limited on East Coast Railway.
Obulavaripalle – Krishnapatnam New Railway Line Project by Krishnapatnam Railway Company Limited on South Central Railway.
Bharuch – Dahej Gauge Conversion Project by Bharuch Dahej Railway Company Limited on Western Railway.
Angul – Sukinda New Line Project by Angul Sukinda Railway Limited on East Coast Railway.
7.0 ELIGIBILITY CRITERIA
The following shall be eligible.
(i) A company registered under the Indian Companies Act 2013. (ii) Partners will be selected from the stakeholders such as users of the line
like ports, mines etc. (iii) The Port being served by the Line
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(iv) Industrial Unit / ICD/MMLP, logistic service providers and other entities generating traffic for transportation.
(v) Financial Investors.
7.1 The company shall be ineligible in the following cases:
(a) In regard to matters other than the security and integrity of the country, any conviction by a Court of Law or indictment / adverse order by a regulatory authority against the company or against any sister concern which relates to a grave offence would constitute disqualification. Grave offence is defined to be of such a nature that it outrages the moral sense of the community. The decision in regard to the nature of the offence would be taken on case to case basis after considering the facts of the case and relevant legal principles, by IPRCL.
(b) In regard to matters relating to the security and integrity of the country, any charge sheet by an agency of the Government / conviction by a Court of Law for an offence committed by the company or by any sister concern of the company would result in disqualification. The decision in regard to the relationship between the sister concerns would be taken by IPRCL, based on the relevant facts and after examining whether the two concerns are substantially controlled by the same person / persons.
7.2 The company should not have any potential conflict of interest. The following conflict of interests shall not be permitted.
The firm undertaking construction of the Railway project under consideration.
Strategic Investors will be given preference. Strategic investors may be defined as those investors who have strategic interest in the line in the form of a commitment to be given by them for moving a certain minimum quantity of traffic on the project line or they are users of the line without traffic guarantee. In addition, the port and the State Government will also be treated as strategic investor. This commitment may be in the form of a traffic guarantee given by the user.
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7.3 Conditional offers by any party / offer or shall not be acceptable to IPRCL. Investors may seek additional information before submission of their offers, from IPRCL or may undertake due diligence at their cost or may visit the project site to enable them to formulate their offers. The offer so submitted should be unconditional, without any qualification(s).
7.4 For having a representative director on the SPV Board, the equity partner must have a minimum equity holding of 5% on the SPV. However, no private party shall have an equity holding of more than 25%.
7.5 There shall be a lock-in period of 1 years after commencement of operations by the SPV.
7.6 In case the demand for equity is more than required, the investors seeking less than 10% equity will be discarded. If after that, the equity demand falls short of the required amount, cut off will be revised to 7.5 % or in between depending upon the situation. Further, adjustment in equity will be made through pro-rata allotment based on demand. Less than 5% equity will not be given to any investor.
7.7 In the event any Party wishes to sell/transfer its Shares after the lock-in period specified above, the other Shareholders shall have the right of first refusal in terms of the Shareholders Agreement. There are certain other limitations to the transfer of shares after the lock-in period which is stated in the Shareholders Agreement.
The Shareholders Agreement, Concession Agreement, Construction Agreement, Operations and Maintenance Agreement, Transportation and Traffic Guarantee Agreement, etc., for the SPV shall be based entirely on the draft agreements as approved by Ministry of Railways.
8.0 HOW TO APPLY
8.1 The EOI offer for the project shall be enclosed in a separate sealed envelope and shall be marked as “Expression of Interest for Equity Participation in Indore Manmad New Railway Line Project SPV” .
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8.2 EOI can also be sent by email to [email protected] alongwith details of payment of fee through NEFT as per details at Clause 8.5.
8.3 The EOI should be submitted in the format given as Form 1 as a part of the document. A copy of this EOI should also be enclosed duly signed on each page.
8.4 The offer should be accompanied with last three years audited annual account of the Applicant.
8.5 The offer should be accompanied with Rs. 50,000/- non-refundable processing fee for the project in form of Demand Draft in a favor of Indian Port Rail Corporation Limited payable at Mumbai or through NEFT in Account no. 35289426927 of State Bank of India, Main Branch, Samachar Marg, Fort, Mumbai, IFSC SBIN0000300 with remarks “Fee towards EOI for Indore-Manmad New Railway Line Project SPV”
8.6 All costs incurred by Applicant in connection with the EOI shall be borne by Applicants themselves.
8.7 The language for submission of document shall be English.
8.8 Any item of Form 1, which is not applicable to the Applicant, should be written as Not Applicable.
8.9 The designated authority for clarification and submission of offer is
Shri. Arvind Bhatnagar Adviser Transport Indian Port Rail Corporation Limited
8.10 The Applicant can seek any clarifications in writing by post, courier, facsimile, or e-mail at the above-mentioned address.
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8.11 Last date for submission of completed EOI in all respects is 17.04.2018 at 11.00 hours at the above-mentioned address. An investors meet will be held on 03.04.2018 at 11.30 Hrs at Conference room of IPRCL , 4th floor, Nirman Bhawan, M.P.Road, Mazgaon (East) Mumbai – 400 010.
8.12 In case the Applicant intends to give additional information for which specified space in the given format is not sufficient, it can be furnished in a separate sheet.
8.13 All the pages of the EOI and Annexure should be signed, and the authorized signatory should countersign corrections and over writings.
8.14 IPRCL reserves the right to cross check and confirm the information details furnishing by the applicants in response to this EOI.
9.0 ETHICS POLICY OF IPRCL
IPRCL, requires that applicants for this EOI and throughout the process observe the highest standard or ethics. In pursuance of this policy, IPRCL:
(a) Will reject the application if it determines that the EOI Applicant has engaged in corrupt or fraudulent practices in competing in the process.
(b) Defines, for the purpose of these provisions, the terms set forth below as follow:
i. “corrupt practice” means the offering, giving, receiving or soliciting if anything of value to influence the action of a public official in the process of EOI or thereafter at any time; and
ii “fraudulent practice” means a misrepresentation of facts in order to influence the process to the detriment of the IPRCL and includes collusive practice among Applicants designed to establish a noncompetitive situation and to deprive IPRCL of the benefits of free and open competition.
10.0 REJECTIONS
The offer of participation in EOI will be rejected for any of the following conditions
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(a) The EOI
i. Which is not accompanied by required documentation and has failed to provide clarifications related thereto, when sought by IPRCL after receipt of offer.
ii. without the proposal fees of Rs. 50,000/ -
iii. that is received after the closing time and date.
If information which would have entitled IPRCL to reject or disqualify the Applicant becomes known after the Applicant has been qualified, it reserves the right to reject the Applicant at that time or at any time after such information becomes known.
11.0 APPLICANTS’ RESPONSIBILITIES
It is expressly clarified that before submitting the EOI the Applicant must have examined carefully the contents of all the documents and any failure to comply with any of the requirement of EOI document will be Applicant’s risk.
12.0 INVESTORS’ MEET
An investors’ meet is envisaged as a part of the EOI process and the Applicants are invited and encouraged to attend the meeting. The purpose of the meeting shall be to give a presentation on the project followed by lunch and to answer questions on any matter that may be raised at any stage. The clarifications required may be sent in advance. The investors’ meet will be held on 3.04.2018 at 11.30 hrs at the following address:
Conference Hall, Indian Port Rail Corporation Limited,
Investors may seek clarifications even before the investors’ meet from Sh.Arvind Bhatnagar, Adviser Transport, IPRCL (Phone no. 022-66566335).
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13.0 AMENDMENT
IPRCL may modify the EOI by issuing an addendum before last date of submission of the Application. Any addendum this issued shall be part of EOI and shall be posted on the website.
To give Applicants reasonable time in which to take ADDENDUM INTO ACCOUNT IN PREPARING THEIR Applications IPRCL may at its sole discretion, extend the last date of submission of Application.
14.0 LANGUAGE
The EOI application prepared by the Applicant and all correspondence and documents related to the EOI, and exchange by the Applicant and IPRCL shall be written in English. Any printed literature furnished by the Applicant may be written in another language if such literature is accompanied by a translation of its pertinent passages in English, in which case, for purpose of interpretation of the EOI, the English translation shall govern.
15.0 GOVERNING LAW
The governing law for the process is the laws of India and courts of New Delhi shall have full jurisdiction considering any matter arising out of this EOI and the process.
16.0 SIGNATURE AND SUBMISSION
All the Applications must be submitted, duly signed by the Authorized Signatory under the letter of application the format for which is provided at Form 1 if this document.
The signed offer along with all the documentary evidences required of technical and financial capability and with all the Annexure filled and signed must be submitted on or before the prescribed date and time for the submission of EOI in this document.
17.0 RIGHT TO ACCEPT OR REJECT APPLICATION
Not withstanding anything contained in the EOI, IPRCL reserves the right to accept or reject any Application and annual the process and reject all
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Applications at any time without any liability or any obligation for such acceptance, rejection or annulment without any reasons.
18.0 VALIDITY OF APPLICATION
Application shall be valid for the period of 180 days from the Application due date. In exceptional circumstances, prior to expiry of original validity period, IPRCL may request Applicant to extend the Application validity period of specified additional period.
19.0 CONFLICT OF INTEREST
Any Applicant who presents a potential conflict of interest on the project (for e.g. Construction, financing, etc) will not be considered for participation.
20.0 EVALUATION
EOI received for the Project Specific SPV will be examined and accepted applicants will be informed in due course.
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FORM, I (Applicant to provide date and reference) Dear Sir,
LETTER FOR APPLICATION – EOI FOR EQUITY PARTICIPATION IN “INDORE-MANMAD NEW RAILWAY LINE PROJECT SPV “.
We, the undersigned, apply for equity participation for the referenced Project and declare the following: (a) We are duly authorized to represent and act on behalf of _________(hereinafter
the “Applicant”)
(b) We have examined and have no reservations to the EOI Document including Addenda No.(s)……………………..
(c) We are attaching with this letter, the copies of original documents defining:
(i) The Applicant’s legal status; (ii) Its principal place of business; and (iii) Its place of incorporation (if Applicants are corporation); or its place of
Registration (if Applicants are partnerships or individually owned firms). (iv) Last three years Audited Annual Accounts and Balance Sheets
(d) IPRCL and / or its authorized representatives are hereby authorized to conduct
any inquiries or investigations to verify the statements, documents and information submitted in connection with this application, and to seek clarification from our bankers and clients. This Letter of Application will also serve as authorized on for any individual or authorized representative of any institution referred to in the supporting information, to provide such information deemed necessary and as requested by IPRCL.
(e) IPRCL and/ or its authorized representatives may contact the following nodal persons for further information on any aspects of the Application.
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Contact Name Address
Telephone E Mail
(f) This application is made in the full understanding that: (i) EOI process will be subject to verification of all information submitted at
the discretion of IPRCL. (ii) IPRCL reserves the right to:
Reject or accept any or all applications, cancel the EOI process without any obligation to inform the applicant about the grounds of same; and
(g) Our Strategic Interest is ………………………………… (nature of interest) in the
subject project. (attach a separate sheet if required).
(h) We confirm that if we are finally selected as one of the equity partners:
As a Strategic Investor: (i) We are interested in holding maximum Rs.________ worth of equity
(provide both in terms of value and percentage).
(ii) Minimum equity, which our firm will be interested in is Rs.______(provide both in terms of value and percentage)
(iii) We will be interested in moving our goods (Commodity, Origin –
Destination, tonnage)___________ per annum on the Railway Line. (iv) We will be interested in committing ______________traffic in first year of
operation in form of traffic guarantee. *
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(v) We will not be interested in giving Traffic Guarantee.* * Strike out whichever is not applicable Or As a Financial Investor:
(j) We are interested in holding maximum Rs. _______________worth of equity (provide both in terms of value and percentage).
(ii) Minimum equity, which our firm will be interested in is Rs_______ (provide both in terms of value and percentage).
Strike and authenticate whichever is applicable / not applicable
(i) The undersigned give the following undertaking: (a) In regard to matters other than the security and integrity of the country,
______(name of the company) has not been convicted by a Court of Law or indicted / passed any adverse order by a regulatory authority against it or its against any sister concern which relates to a grave offence, or would constitute disqualification. Grave offence is defined to be of such a nature that it outrages the moral sense of the community.
(b) In regard to matters relating to the security and integrity of the country, no charge sheet has been filed by an agency of the Government / conviction by a Court or Law for an offence committed by the ____________(name of the company) or by any sister concern of the _______________(name of the company would result in disqualification.
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(j ) The undersigned declare that the statements made and the information provided in the duly completed application are complete, true, and correct in every detail. We also understand that in the event of any information furnished by us being found later to be incorrect or any material information having been suppressed, IPRCL may delete our name from the list of qualified Applicants. We further understand that IPRCL will give first preference to the Strategic Investors.
Our Application is valid till (date in figures and words)
NAME ……………………………………………………………………………….
In the Capacity of ……………………………………………………………………
Signed …………………………………………………………………………………..
Duly authorized to sign the Application for and on behalf of ………………………..
Date ………………………………………………………………………………………..
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Schedule
Sr. Particulars Date Time
No.
1. EOI e-publication date 17.03.2018 -
2. Document Download start date 17.03.2018 -
3. Investors’ Meet Date and Time 03.04.2018 11.30 hrs
4. Document Download End Date 16.04.2018 -
5. Submission End Date (Physical/email) 17.04.2018 11.00 hrs
Note: Website to download/submit the EOI documents: www.iprcl.org
