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Request For Annual Qualification

for

Public Private Partnership

in

National Highways Projects

National Highways Authority of India

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GLOSSARY

Applicant(s) As defined in Clause 1.1.2Application As defined in the DisclaimerApplication Due Date As defined in Clause 1.1.7Associate As defined in Clause 2.2.8

Authority As defined in Clause 1.1.1Bids As defined in Clause 1.2.4Bid Due Date As defined in Clause 1.2.4Bid Security As defined in Clause 1.2.5Bidders As defined in Clause 1.1.1Bidding Documents As defined in Clause 1.2.4Bidding Process As defined in Clause 1.2.1Bid Stage As defined in Clause 1.2.1Concession Agreement As defined in Clause 1.2.5Conflict of Interest As defined in Clause 2.2.1(c)Consortium As defined in Clause 2.2.1(a)DBFOT As defined in Clause 1.1.1

Eligible Experience As defined in Clause 3.2.1Eligible Projects As defined in Clause 3.2.1Experience Score As defined in Clause 3.2.6Financial Capacity As defined in Clause 2.2.2 (B)Government Government of IndiaGrant As defined in Clause 1.2.9Highest Bidder As defined in Clause 1.2.9

J t. Bidding Agreement As defined in Clause 2.2.6 (g)Lead Member As defined in Clause 2.2.6 (c)LOA Letter of AwardMember Member of a ConsortiumNet Worth As defined in Clause 2.2.4 (ii)PPP Public Private PartnershipPremium As defined in Clause 1.2.9Projects As defined in Clause 1.1.1Qualification As defined in Clause 1.2.1Qualification Stage As defined in Clause 1.2.1Re. or Rs. or INR Indian RupeeRFP or Request for Proposals As defined in Clause 1.2.1RFAQ As defined in the DisclaimerSPV As defined in Clause 2.2.6

Technical Capacity As defined in Clause 2.2.2 (A)Threshold Technical Capability As defined in Clause 2.2.2 (A)

The words and expressions beginning with capital letters and defined in this documentshall, unless repugnant to the context, have the meaning ascribed thereto herein.

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TABLE OF CONTENTS

Sl. No. Contents Page

No.

Glossary i

Disclaimer v

1 Introduction 1

1.1 Background 1

1.2 Brief description of Bidding Process 3

1.3 Schedule of Bidding Process 5

2 Instructions to Applicants 6

2A General 6

2.1 Scope of Application 6

2.2 Eligibility of Applicants 6

2.3 Number of Applications and costs thereof 13

2.4 Acknowledgement by Applicant 13

2.5 Right to accept or reject any or all Applications/ Bids 13

2B Documents 142.6 Contents of the RFAQ 14

2.7 Clarifications 15

2.8 Amendment of RFAQ 15

2C Preparation and Submission of Application 15

2.9 Language 15

2.10 Format and signing of Application 16

2.11 Sealing and marking of Applications 16

2.12 Application Due Date 17

2.13 Late Applications 17

2.14 Modifications/ substitution/ withdrawal of Applications 18

2D Evaluation Process 18

2.15 Opening and Evaluation of Applications 18

2.16 Confidentiality 19

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2.17 Tests of responsiveness 19

2.18 Clarifications 20

2E Qualification and Bidding 20

2.19 Pre-qualification and notification 20

2.20 Proprietary data 21

2.21 Correspondence with the Applicant 21

2.22 Validity of Pre-qualification 21

2.23 Processing Fee 21

2.24 Forming of Consortium 21

3 Criteria for Evaluation 22

3.1 Evaluation parameters 22

3.2 Technical Capacity for purposes of evaluation 22

3.3 Details of Experience 25

3.4 Financial information for purposes of evaluation 25

3.5 Pre-qualification of Applicants 25

4 Fraud and Corrupt Practices 27

5 Pre-Application Conference 29

6 Miscellaneous 30

Appendices

I Format for Application 31

Annex I Details of Applicant 34

Annex II Technical Capacity of Applicant 36

Annex III Financial Capacity of Applicant 39

Annex IV Details of Eligible Projects 41

Annex V Statement of Legal Capacity 46

II Format for Power of Attorney for signing of Application 47

III Format for Power of Attorney for Lead Member of Consortium 49

IV Format for Joint Bidding Agreement for Consortium 52

V Guidelines of the Department of Disinvestment 59

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DISCLAIMER

The information contained in this Request for Annual Qualification document (theRFAQ) or subsequently provided to Applicant(s), whether verbally or indocumentary or any other form, by or on behalf of the Authority or any of itsemployees or advisors, is provided to Applicant(s) on the terms and conditions set outin this RFAQ and such other terms and conditions subject to which such informationis provided.

This RFAQ is not an agreement and is neither an offer nor invitation by the Authorityto the prospective Applicants or any other person. The purpose of this RFAQ is toprovide interested parties with information that may be useful to them in theformulation of their application for qualification pursuant to this RFAQ (theApplication). This RFAQ includes statements, which reflect various assumptionsand assessments arrived at by the Authority in relation to the Project. Suchassumptions, assessments and statements do not purport to contain all the informationthat each Applicant may require. This RFAQ may not be appropriate for all persons,

and it is not possible for the Authority, its employees or advisors to consider theinvestment objectives, financial situation and particular needs of each party who readsor uses this RFAQ. The assumptions, assessments, statements and informationcontained in this RFAQ may not be complete, accurate, adequate or correct. EachApplicant should therefore, conduct its own investigations and analysis and shouldcheck the accuracy, adequacy, correctness, reliability and completeness of theassumptions, assessments, statements and information contained in this RFAQ andobtain independent advice from appropriate sources.

Information provided in this RFAQ to the Applicant(s) is on a wide range of matters,some of which may depend upon interpretation of law. The information given is notintended to be an exhaustive account of statutory requirements and should not be

regarded as a complete or authoritative statement of law. The Authority accepts noresponsibility for the accuracy or otherwise for any interpretation or opinion on lawexpressed herein.

The Authority, its employees and advisors make no representation or warranty andshall have no liability to any person, including any Applicant or Bidder, under anylaw, statute, rules or regulations or tort, principles of restitution or unjust enrichmentor otherwise for any loss, damages, cost or expense which may arise from or beincurred or suffered on account of anything contained in this RFAQ or otherwise,including the accuracy, adequacy, correctness, completeness or reliability of theRFAQ and any assessment, assumption, statement or information contained therein ordeemed to form part of this RFAQ or arising in any way with pre-qualification of

Applicants for participation in the Bidding Process.

The Authority also accepts no liability of any nature whether resulting fromnegligence or otherwise howsoever caused arising from reliance of any Applicantupon the statements contained in this RFAQ.

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The Authority may, in its absolute discretion but without being under any obligationto do so, update, amend or supplement the information, assessment or assumptionscontained in this RFAQ.

The issue of this RFAQ does not imply that the Authority is bound to select and short-list pre-qualified Applications for Qualification Stage, and the Authority reserves theright to reject all or any of the Applications without assigning any reasonswhatsoever.

The Applicant shall bear all its costs associated with or relating to the preparation andsubmission of its Application including but not limited to preparation, copying,postage, delivery fees, expenses associated with any demonstrations or presentationswhich may be required by the Authority or any other costs incurred in connectionwith or relating to its Application. All such costs and expenses will remain with theApplicant and the Authority shall not be liable in any manner whatsoever for the sameor for any other costs or other expenses incurred by an Applicant in preparation orsubmission of the Application, regardless of the conduct or outcome of the process ofpre-qualification of applicants .

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Government of IndiaNational Highways Authority of India

Ministry of Road Transport & Highways

1. INTRODUCTION

1.1 Background1

1.1.1 The National Highways Authority of India (the Authority) is engaged in

the development of highways and as part of this endeavour, the Authority

has decided to undertake development and operation/ maintenance of a

number of national highway projects by two/four/six laning thereof (the

Project(s)) through Public-Private Partnership (the PPP) on Design,

Build, Finance, Operate and Transfer (the "DBFOT") basis, and has decided

to carry out the bidding process for selection of the bidders (the Bidders) towhom the Projects may beawarded.

1.1.2 The Authority proposes to award projects for two/four/six laning of national

highways in a length ofabout 10,000 km of National Highways over a period

of 1 (one) year. An indicative list of the proposed projects may be seen at

www.nhai.org. For this purpose, the Authority has decided to stream-line and

ease the process of pre-qualification of applicants for participating in the Bid

Process of individual projects by qualifying the Applicants for various

categories of Estimated Project Cost. Applicants who wish to apply in response

to this A nnual Pre-Qualification (theApplicant(s)) are invited to submit

their Applications for pre-qualifying hereunder. The pre-qualification shall be

valid till December 2011 or such date as may be decided by the Authority.

Thereafter fresh applications shall be invited. The Application may be

submitted as single entity or Consortium. This Annual Pre-Qualification is

aimed at evaluating the Technical and Financial Capacity of Applicants and

deciding their eligibility of qualification for a specific Estimated Project Cost.

The Applicants pre-qualified at this RFAQ stage need not submit detailed

Application for project specific Qualification Stage. While applying the

Applicant is required to indicate the Estimated Project Cost for which he

wishes to get pre-qualified. The Estimated Project Cost shall be indicated in a

multiple of Rs 50 crore starting from Rs 200 crore, for example Rs 200 crore,

or Rs 250 crore, or Rs 300 crore and so on.

1 Serially numbered footnotes are for guidance of the Authority and should be omitted prior to issue ofRFAQ. Footnotes marked in non-numerical characters shall be retained in the RFAQ.

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At the end of RFAQ process, the Authority intends to announce a list of

Applicants pre-qualified for specific Estimated Project Cost ("Pre-qualified

RFAQ Applicants").

1.1.3 The Authority intends to pre-qualify eligible applicants as a part of this

RFAQ process (the Pre-qualification Stage). The objective of this Pre-

qualification Stage is to evaluate, pre-qualify and register Applicants who will

be entitled to make simplified applications for qualification at the RFQ stage

(the Qualification Stage) of each Project. The short-listing of applicants

at the project specific Qualification Stage will be undertaken by the Authority

in accordance with the instructions contained in OM No. 24(1) PF.II/07 dated

May 1, 2008 issued by theDepartment of Expenditure, Ministry of Finance

and as amended by OM No. 24(1)/ PF-I I/2006 dated May 18, 2009.

1.1.4 Applicants are advised to familiarise themselves with the instructions contained

in the aforesaid O.M. as the Bid Process for individual projects will be

undertaken in conformity with the approach specified therein. However, the

Experience Score awarded at this Pre-Qualification Stage may be used by the

Applicants at the Qualification Stage for individual Project.

1.1.5 The scope of work will broadly include rehabilitation, upgradation and

widening of the existing carriageway to two/four/six lane standards with

construction of new pavement, rehabilitation of existing pavement,construction and/or rehabilitation of major and minor bridges, culverts, road

intersections, interchanges, drains, etc. and the operation and maintenance

thereof.

1.1.6 Indicative capital costs of each project (the Estimated Project Cost) will

be specified in the respective RFQ and Bidding Documents of the

Projects.

1.1.7 The Authority shall receive Applications pursuant to this RFAQ in accordancewith the terms set forth herein as modified, altered, amended and clarified from

time to time by the Authority, and all Applications shall be prepared and

submitted in accordance with such terms on or before the date specified in

Clause 1.3 for submission of Applications (the Application Due Date).

Prior to making an Application, the Applicant shall pay to the Authority a sum

of Rs 50,000 (Rs fifty thousand only) as the cost of the RFAQ process.

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1.2 Brief description of Bidding Process

1.2.1 The Authority has adopted a two-stage process (collectively referred to as the"Bidding Process") for selection of the bidder for award of the Projects. The firststage (the "Qualification Stage") of the process involves qualification (the

Qualification) of the interested parties/ consortia who shall make anapplication in accordance with the provisions of the RFQ for a project. Prior tomaking an application in response to the RFQ for any project, the applicant shallpay to Authority the fee specified for the Cost of such RFQ process. At the endof the Qualification Stage, the Authority expects to announce a list of suitable pre-qualified RFQ applicants, who shall be eligible for participation in the secondstage of the Bidding Process ( theBid Stage) comprising Request for Proposals(theRequest for Proposals or RFP).The Pre-Qualification Stage envisagedin this RFAQ ("Pre-Qualification Stage") precedes the Bidding Process and isaimed at evaluating the Technical Capacity and Financial Capacity of Applicantsfor the Qualification Stage of individual projects. At the end of RFAQ stage, theAuthority expects to announce a list of all Pre-qualified RFAQ Applicants for a

specific Estimated Project Cost.Government of India has issued guidelines (see Appendix-V) for qualification ofbidders seeking to acquire stakes in any public sector enterprise through theprocess of disinvestment. These guidelines shall apply mutatis mutandis to thisRFAQ and Bidding Process. The Authority shall be entitled to disqualify anApplicant in accordance with the aforesaid guidelines at any stage of the BiddingProcess. Applicants must satisfy themselves that they are qualified to Bid, andshould give an undertaking to this effect in the form at Appendix-I.

1.2.2 In the Pre - Qualification Stage, Applicants would be required to furnish all theinformation specified in this RFAQ. Applicants that are pre-qualified and short-listed by the Authority shall be eligible to submit their Applications for the projectspecific Qualification Stage. The applicants who have not submitted theirapplications for Pre - Qualification Stage may also submit their applications forthe project specific Qualification Stage.

1.2.3 In the Qualification Stage, RFQ applicants would be required to furnish theinformation specified in the RFQ. Only those applicants that are pre-qualified andshort-listed by the Authority at Qualification Stage shall be invited to submit theirBids for the Projects.

1.2.4 In the Bid Stage, the Bidders will be called upon to submit their financial offers(the"Bids") in accordance with the RFP and other documents to be provided by

the Authority (collectively the "Bidding Documents"). The Bidding Documentsfor the project will be provided to every Bidder on payment of {Rs. 100,000 (Rs.

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one lakh only)}$. The Bid shall be valid for a period of not less than 120 (onehundred and twenty) days from the date specified as last date for submission ofbids (theBid Due Date).

1.2.5 In terms of the RFP, a Bidder will be required to deposit, along with its Bid, a bidsecurity equivalent to about 1% (one per cent) of the Estimated Project Cost (the"Bid Security"), refundable no later than 60 (sixty) days from the Bid Due Date,except in the case of the selected Bidder whose Bid Security shall be retained tillit has provided a Performance Security under the concession agreement for therespective project (the Concession Agreement). The Bidders will have anoption to provide Bid Security in the form of a demand draft or a bank guaranteeacceptable to the Authority and in such event, the validity period of the demanddraft or bank guarantee, as the case may be, shall not be less than 180 (onehundred and eighty) days from the Bid Due Date, inclusive of a claim period of60 (sixty) days, and may be extended as may be mutually agreed between theAuthority and the Bidder from time to time. The Bid shall be summarily rejectedif it is not accompanied by the Bid Security.

1.2.6 Generally, the Highest Bidder shall be the selected Bidder. The remaining Biddersshall be kept in reserve and may, in accordance with the process specified in theRFP, be invited to match the Bid submitted by the Highest Bidder in case suchHighest Bidder withdraws or is not selected for any reason. In the event that noneof the other Bidders match the Bid of the Highest Bidder, the Authority may, inits discretion, invite fresh Bids from the remaining Bidders or annul the BiddingProcess, as the case may be.

1.2.7 During the Bid Stage, Bidders are invited to examine the project in greater detail,and to carry out, at their cost, such studies as may be required for submitting theirrespective Bids for award of the concession including implementation of theProjects.

1.2.8 As part of the Bidding Documents, the Authority will provide a draft ConcessionAgreement and project report/ feasibility report prepared by the Authority/ itsconsultants and other information pertaining/ relevant to the project available withit.

1.2.9 Bids will be invited for the project on the basis of the lowest financial grant (the"Grant") required by a Bidder for implementing the project. A Bidder may,instead of seeking a Grant, offer to pay a premium in the form of revenue shareand/ or upfront payment, as the case may be, (the "Premium") to the Authorityfor award of the concession. The concession period shall be pre-determined, andwill be indicated in the draft Concession Agreement forming part of the Bidding

Documents. The Grant/ Premium amount shall constitute the sole criteria forevaluation of Bids. The project shall be awarded to the Bidder quoting the highestPremium, and in the event that no Bidder offers a Premium, then to the Bidderseeking the lowest Grant.

$ The actual amount will be indicated in the RFP The actual amount will be indicated in the RFP.

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For Projects on Annuity basis, Bids will be invited on the basis of the lowestAnnuity amount required by a Bidder for implementation of the project.]

The term Highest Bidder shall mean the Bidder who is offering the highestPremium, and where no Bidder is offering a Premium, the Bidder seeking thelowest Grant. [For Project on Annuity basis, the term Highest Bidder shallmean the Bidder who is seeking the lowest Annuity.

1.2.10 The concessionaire shall be entitled to levy and charge a pre-determined user feefrom users of the project under and in accordance with the National HighwaysFee (Determination of Rates and Collection) Rules, 2008 read with NH FeeAmendment Rule 2010 dated 03.12.2010 and NH Fee Amendment Rule 2011dated 12.01.2011. [The entitlement to levy and charge user fee shall not beapplicable to project on Annuity Basis.]

1.2.11 Further and other details of the process to be followed at the Bid Stage and theterms thereof will be spelt out in the Bidding Documents.

1.2.12 Any queries or request for additional information concerning this RFAQ shall besubmitted in writing or by fax and e-mail to the officer designated in Clause2.10.3 below. The envelopes/ communications shall clearly bear the followingidentification/ title:

"Queries/ Request for Additional Information: RFAQ Annual pre-qualification2011.

1.3 Schedule of Pre - qualification process

The Authority shall endeavour to adhere to the following schedule:

Event Description Date

1. Start of sale of documents 08.03.2011

2. Pre-Application Conference 04.04.2011

3. Authority response to queries 12.04.2011

latest by

4. Application due date 22.04.2011

5. Announcement of pre-qualified Within 60 days of Application Due

Applicants Date

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2. INSTRUCTIONS TO APPLICANTS

A. GENERAL

2.1 Scope of Application

2.1.1 The Authority wishes to receive Applications for Annual Pre-qualification inorder to pre-qualify experienced and capable Applicants for the Qualification andBidding Stages of individual project in accordance with OM specified inparagraph 1.1.3 of this RFAQ.

2.1.2 Pre-qualified Applicants shall be eligible to participate in the Qualification Stageof all or any of the Projects.

2.2 Eligibility of Applicants

2.2.1 For determining the eligibility of Applicants for their pre-qualification hereunder,the following shall apply:

(a) The Applicant for pre-qualification may be a single entity or a group ofentities (theConsortium), coming together to implement the project. However,no Applicant applying individually or as a member of a Consortium, as the casemay be, can be member of another Applicant. The term Applicant used hereinwould apply to both a single entity and a Consortium.

(b) An Applicant may be a natural person, private entity, or any combination ofthem with a formal intent to enter into an agreement or under an existingagreement to form a Consortium. A Consortium shall be eligible for considerationsubject to the conditions set out in Clause 2.2.6 below.

(c) An Applicant shall not have a conflict of interest (the Conflict of Interest)that affects the Bidding Process. Any Applicant found to have a Conflict ofInterest shall be disqualified. An Applicant shall be deemed to have a Conflict ofInterest affecting the Bidding Process, if:

(i) the Applicant, its Member or Associate (or any constituent thereof) andany other Applicant, its Member or any Associate thereof (or anyconstituent thereof) have common controlling shareholders or otherownership interest; provided that this disqualification shall not apply incases where the direct or indirect shareholding of an Applicant, itsMember or an Associate thereof (or any shareholder thereof having a

shareholding of more than 25 per cent of the paid up and subscribed sharecapital of such Applicant, Member or Associate, as the case may be) in theother Applicant, its Member or Associate is less than 25 per cent of thesubscribed and paid up equity share capital thereof; provided further thatthis disqualification shall not apply to any ownership by a bank, insurancecompany, pension fund or a public financial institution referred to insection 4A of the Companies Act 1956. For the purposes of this Clause2.2.1(c), indirect shareholding held through one or more intermediatepersons shall be computed as follows: (aa) where any intermediary is

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controlled by a person through management control or otherwise, theentire shareholding held by such controlled intermediary in any otherperson (the Subject Person) shall be taken into account for computingthe shareholding of such controlling person in the Subject Person; and (bb)subject always to sub-clause (aa) above, where a person does not exercisecontrol over an intermediary, which has shareholding in the SubjectPerson, the computation of indirect shareholding of such person in theSubject Person shall be undertaken on a proportionate basis; provided,however, that no such shareholding shall be reckoned under this sub-clause (bb) if the shareholding of such person in the intermediary is lessthan 26% of the subscribed and paid up equity shareholding of suchintermediary; or

(ii) a constituent of such Applicant is also a constituent of another Applicant;or

(iii) such Applicant, or any Associate thereof receives or has received anydirect or indirect subsidy, grant, concessional loan or subordinated debtfrom any other Applicant, or any Associate thereof or has provided anysuch subsidy, grant, concessional loan or subordinated debt to any otherApplicant, its Member or any Associate thereof; or

(iv) such Applicant has the same legal representative for purposes of thisApplication as any other Applicant; or

(v) such Applicant, or any Associate thereof has a relationship with anotherApplicant, or any Associate thereof, directly or through common thirdparty/ parties, that puts either or both of them in a position to have accessto each others information about, or to influence the Application of eitheror each other; or

(vi) such Applicant, or any Associate thereof has participated as a consultant tothe Authority in the preparation of any documents, design or technicalspecifications of the project.

(d) An Applicant shall be liable for disqualification if any legal, financial ortechnical adviser of the Authority in relation to the project is engaged bythe Applicant, its Member or any Associate thereof, as the case may be, inany manner for matters related to or incidental to the project. For theavoidance of doubt, this disqualification shall not apply where suchadviser was engaged by the Applicant, its Member or Associate in the pastbut its assignment expired or was terminated 6 (six) months prior to thedate of issue of this RFAQ. Nor will this disqualification apply where suchadviser is engaged after a period of 3 (three) years from the date ofcommercial operation of the project.

Explanation: In case an Applicant is a Consortium, then the term Applicant asused in this Clause 2.2.1, shall include each Member of such Consortium.

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2.2.2 To be eligible for pre-qualification and short-listing, an Applicant shall fulfil thefollowing conditions of eligibility:

(A) Technical Capacity: For demonstrating technical capacity and experience (theTechnical Capacity), the Applicant shall, over the past 5 (five) financial yearspreceding the Application Due Date, have:

(i) paid for, or received paymentsfor, construction of Eligible Project(s); and/or

(ii) paid for development of Eligible Project(s) in Category 1 and/or Category2 specified in Clause 3.2.1; and/ or

(iii) collected and appropriated revenues from Eligible Project(s) in Category 1and/or Category 2 specified in Clause 3.2.1, such that the sum total of theabove, as further adjusted in accordance with clause 3.2.6, is more than[Rs.200 crore (Rs. two hundred crore)] (the Threshold TechnicalCapability).

Provided that at least one fourth of the Threshold Technical Capabilityshall be from the Eligible Project(s) in Category 1 and/ or Category 3specified in Clause 3.2.1.

(B) Financial Capacity: In the immediately preceding financial year, the Applicantshall demonstrate,

(i) For Estimated Project Cost value of less than Rs. 2000 crore a (combined)minimum Net-worth requirement of 25% of the Estimated Project Cost

value.

(ii) For Estimated Project Cost value of Rs. 2000 crore or more but less thanRs. 3000 crore-a (combined) minimum Net Worth requirement of Rs. 500crores plus 50% of the amount by which the Estimated Project Cost valueexceeds Rs. 2000 crores.

(iii) For Estimated Project Cost value of Rs. 3000 crore or more -a (combined)minimum Net-worth requirement of Rs. 1000 crore plus 100% of theamount by which the Estimated Project Cost value exceeds Rs. 3000crore.

In case of a Consortium, the combined technical capability and net worth of thoseMembers, who have and shall continue to have an equity share of at least 26%(twenty six per cent) each in the SPV, should satisfy the above conditions ofeligibility; provided that each such Member shall, for a period of 2 (two) yearsfrom the date of commercial operation of the project, hold equity share capital not

This amount should be equivalent to the Estimated Project Cost of the Project for which Applicants wishto be pre-qualified.

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less than: (i) 26% (twenty six per cent) of the subscribed and paid up equity of theSPV; and (ii) 5% (five per cent) of the total project cost specified in theConcession Agreement.

Provided further that each member of the Consortium shall have a minimum networth of 12.5% of Estimated Project Cost in the immediately preceding financialyear.

2.2.3 The Applicants shall enclose with its application, to be submitted as per theformat at Appendix-I, complete with its Annexes, the following:

(i) Certificate(s) from its statutory auditors$ or the concerned client(s) statingthe payments made/ received or works commissioned, as the case may be,during the past 5 years in respect of the projects specified in paragraph2.2.2 (A) above. In case a particular job/ contract has been jointly executedby the Applicant (as part of a consortium), it should further support itsclaim for the share in work done for that particular job/ contract byproducing a certificate from its statutory auditor or the client; and

(ii) Certificate(s) from its statutory auditors specifying the net worth of theApplicant, as at the close of the preceding financial year, and alsospecifying that the methodology adopted for calculating such net worthconforms to the provisions of this Clause 2.2.3 (ii). For the purposes ofthis RFAQ, net worth (the Net Worth) shall mean the sum ofsubscribed and paid up equity and reserves from which shall be deductedthe sum of revaluation reserves, miscellaneous expenditure not written offand reserves not available for distribution to equity share holders.

2.2.4 The Applicant should submit a Power of Attorney as per the format at Appendix-II, authorising the signatory of the Application to commit the Applicant. In thecase of a Consortium, the Members should submit a Power of Attorney in favour

of the Lead Member as per format at Appendix-III.

2.2.5 Where the Applicant is a single entity, it may be required to form an appropriateSpecial Purpose Vehicle, incorporated under the Indian Companies Act 1956 (theSPV), to execute the concession agreement and implement the project. In casethe Applicant is a Consortium, it shall, in addition to forming an SPV, complywith the following additional requirements:

(a) Number of members in a consortium shall not exceed 6 (six), butinformation sought in the Application may be restricted to 4 (four)members in the order of their equity contribution;

The Authority may, in its discretion, impose further obligations in the Concession Agreement, but suchobligations should provide sufficient mobility for partial divestment of equity without compromising theinterests of the Project. In case an Applicant has issued any fresh Equity Capital during the current financial year , the same shallbe permitted to be added to the Applicants Net Worth subject to the Statutory Auditor of the Applicantcertifying to this effect.$ In case duly certified audited annual financial statements containing explicitly the requisite details areprovided, a separate certification by statutory auditors would not be necessary in respect of Clause 2.2.3 (i).In jurisdictions that do not have statutory auditors, the firm of auditors which audits the annual accounts ofthe Applicant may provide the certificates required under this RFAQ.

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(b) subject to the provisions of clause (a) above, the Application shouldcontain the information required for each member of the Consortium;

(c) members of the Consortium shall nominate one member as the leadmember (theLead Member), who shall have an equity share holding ofat least 26% (twenty six per cent) of the paid up and subscribed equity ofthe SPV. The nomination(s) shall be supported by a Power of Attorney, as

per the format at Appendix-III, signed by all the other members of theConsortium;(d) the Application should include a brief description of the roles and

responsibilities of individual members, particularly with reference tofinancial and technical obligations;

(e) an individual Applicant cannot at the same time be member of aConsortium applying for pre-qualification. Further, a member of aparticular Applicant Consortium cannot be member of any other ApplicantConsortium applying for pre-qualification;

(f) the members of a Consortium shall form an appropriate SPV to execute

the project, if awarded to the Consortium;

(g) members of the Consortium shall enter into a binding Joint BiddingAgreement, substantially in the form specified at Appendix-IV (the J t.Bidding Agreement), for the purpose of making the Application andsubmitting a Bid in the event of being short-listed. The Jt. BiddingAgreement, to be submitted along with the Application, shall, inter alia:

(i) convey the intent to form an SPV with shareholding/ ownershipequity commitment(s) in accordance with this RFAQ, which wouldenter into the Concession Agreement and subsequently perform allthe obligations of the Concessionaire in terms of the Concession

Agreement, in case the concession to undertake the project isawarded to the Consortium;

(ii) clearly outline the proposed roles and responsibilities, if any, ofeach member;

(iii) commit the minimum equity stake to be held by each member;

(iv) commit that each of the members, whose experience will beevaluated for the purposes of this RFAQ, shall subscribe to 26%(twenty six per cent) or more of the paid up and subscribed equityof the SPV and shall further commit that each such member shall,for a period of 2 (two) years from the date of commercial operationof the project, hold equity share capital not less than: (i) 26%(twenty six per cent) of the subscribed and paid up equity sharecapital of the SPV; and (ii) 5% (five per cent) of the total projectcost specified in the Concession Agreement;

(v) members of the Consortium undertake that they shall collectivelyhold at least 51% (fifty one per cent) of the subscribed and paid up

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equity of the SPV at all times until the second anniversary of thecommercial operation date of the project; and

(vi) include a statement to the effect that all members of theConsortium shall be liable jointly and severally for all obligationsof the Concessionaire in relation to the project until the FinancialClose of the project is achieved in accordance with the ConcessionAgreement; and

(h) except as provided under this RFAQ and the Bidding Documents, thereshall not be any amendment to the Jt. Bidding Agreement without theprior written consent of the Authority.

2.2.6 Any entity which has been barred by the Central/ State Government, or any entitycontrolled by it, from participating in any project (BOT or otherwise), and the barsubsists as on the date of Application, would not be eligible to submit anApplication, either individually or as member of a Consortium.

2.2.7 An Applicant including any Consortium Member or Associate should, in the last

3 (three) years, have neither failed to perform on any contract, as evidenced byimposition of a penalty by an arbitral or judicial authority or a judicialpronouncement or arbitration award against the Applicant, Consortium Memberor Associate, as the case may be, nor has been expelled from any project orcontract by any public entity nor have had any contract terminated any publicentity for breach by such Applicant, Consortium Member or Associate .

2.2.8 In computing the Technical Capacity and Net Worth of the Applicant/ConsortiumMembers under Clauses 2.2.2, 2.2.3 and 3.2, the Technical Capacity and NetWorth of their respective Associates would also be eligible hereunder.

For purposes of this RFAQ, Associate means, in relation to the

Applicant/Consortium Member, a person who controls, is controlled by, or isunder the common control with such Applicant/ Consortium Member (theAssociate). As used in this definition, the expression control means, withrespect to a person which is a company or corporation, the ownership, directly orindirectly, of more than 50% (fifty per cent) of the voting shares of such person,and with respect to a person which is not a company or corporation, the power todirect the management and policies of such person by operation of law.

It is clarified that a certificate from a qualified external auditor who audits thebook of accounts of the Applicant or the Consortium shall be provided todemonstrate that a person is an Associate of the Applicant or the Consortium asthe case may be.

2.2.9 The following conditions shall be adhered to while submitting an Application:

(a) Applicants should attach clearly marked and referenced continuationsheets in the event that the space provided in the prescribed forms in theAnnexes is insufficient. Alternatively, Applicants may format theprescribed forms making due provision for incorporation of the requestedinformation;

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(b) information supplied by an Applicant (or other constituent Member if theApplicant is a Consortium) must apply to the Applicant, Member orAssociate named in the Application and not, unless specifically requested,to other associated companies or firms. Invitation to submit Bids will beissued only to applicants whose identity and/ or constitution is identical tothat at Qualification Stage;

(c) in responding to the pre-qualification submissions, Applicants shouldspecify the Estimated Project Cost for which they wish to be pre-qualifiedin Appendix I and demonstrate their capabilities in accordance withClause 3.1 below; and

(d) in case the Applicant is a Consortium, each Member should substantiallysatisfy the pre-qualification requirements to the extent specified herein.

2.2.10 While Qualification is open to persons from any country, the following provisionsshall apply:

(a) Where, on the date of the Application, not less than 15% (fifteen percent)of the aggregate issued, subscribed and paid up equity share capital in anApplicant or its Member is held by persons resident outside India or wherean Applicant or its Member is controlled by persons resident outside India;or

(b) if at any subsequent stage after the date of the Application, there is anacquisition of not less than 15% (fifteen percent) of the aggregate issued,subscribed and paid up equity share capital or control, by persons residentoutside India, in or of the Applicant or its Member;

then the Qualification of such Applicant or in the event described in sub clause (b)

above, the continued Qualification of the Applicant shall be subject to approval ofthe Authority from national security and public interest perspective. The decisionof the Authority in this behalf shall be final and conclusive and binding on theApplicant.

The holding or acquisition of equity or control, as above, shall include direct orindirect holding/ acquisition, including by transfer, of the direct or indirect legalor beneficial ownership or control, by persons acting for themselves or in concertand in determining such holding or acquisition, the Authority shall be guided bythe principles, precedents and definitions contained in the Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 1997, or any substitute thereof, as in force on the date of such

acquisition.

The Applicant shall promptly inform the Authority of any change in theshareholding, as above, and failure to do so shall render the Applicant liable fordisqualification from the Bidding Process.

2.2.11 Notwithstanding anything to the contrary contained herein, in the event that theApplication Due Date falls within three months of the closing of the latest

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financial year of an Applicant, it shall ignore such financial year for the purposesof its Application and furnish all its information and certification with reference tothe 5 (five) years or 1 (one) year, as the case may be, preceding its latest financialyear. For the avoidance of doubt, financial year shall, for the purposes of anApplication hereunder, mean the accounting year followed by the Applicant in thecourse of its normal business.

2.3 Number of Applications and costs thereof

2.3.1 No Applicant shall submit more than one Application for the Projects. Anapplicant applying individually or as a member of a Consortium shall not beentitled to submit another application either individually or as a member of anyConsortium, as the case may be.

2.3.2 The Applicants shall be responsible for all of the costs associated with thepreparation of their Applications and their participation in the Bid Process. TheAuthority will not be responsible or in any way liable for such costs, regardless ofthe conduct or outcome of the Bidding Process.

2.4 Acknowledgement by Applicant

2.4.1 It shall be deemed that by submitting the Application, the Applicant has:

(a) made a complete and careful examination of the RFAQ;

(b) received all relevant information requested from the Authority;

(c) accepted the risk of inadequacy, error or mistake in the informationprovided in the RFAQ or furnished by or on behalf of the Authorityrelating to any of the matters referred to in this RFAQ; and

(d) agreed to be bound by the undertakings provided by it under and in termshereof.

2.4.2 The Authority shall not be liable for any omission, mistake or error in respect ofany of the above or on account of any matter or thing arising out of or concerningor relating to the RFAQ or the Bidding Process, including any error or mistaketherein or in any information or data given by the Authority.

2.5 Right to accept or reject any or all Applications/ Bids

2.5.1 Notwithstanding anything contained in this RFAQ, the Authority reserves the

right to accept or reject any Application and to annul the Bidding Process andreject all Applications/ Bids, at any time without any liability or any obligation forsuch acceptance, rejection or annulment, and without assigning any reasonstherefor. In the event that the Authority rejects or annuls all the Bids, it may, in itsdiscretion, invite all eligible Bidders to submit fresh Bids hereunder.

2.5.2 The Authority reserves the right to reject any Application and/ or Bid if:

(a) at any time, a material misrepresentation is made or uncovered, or

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(b) the Applicant does not provide, within the time specified by the Authority,

the supplemental information sought by the Authority for evaluation of theApplication.

If the Applicant/Bidder is a Consortium, then the entire Consortium may bedisqualified/ rejected. If such disqualification/ rejection occurs after the Bids havebeen opened and the Highest Bidder gets disqualified/ rejected, then the Authorityreserves the right to:

1 invite the remaining Bidders to match the Highest Bidder/ submit theirBids in accordance with the RFP; or

2 take any such measure as may be deemed fit in the sole discretion of theAuthority, including annulment of the Bidding Process.

2.5.3 The Authority reserves the right to verify all statements, information anddocuments submitted by the Applicant in response to the RFAQ. Any such

verification or lack of such verification by the Authority shall not relieve theApplicant of its obligations or liabilities hereunder nor will it affect any rights ofthe Authority there under.

B. DOCUMENTS

2.6 Contents of the RFAQ

This RFAQ comprises the disclaimer set forth hereinabove, the contents as listedbelow, and will additionally include any Addenda issued in accordance withClause 2.8.

Invitation for Pre - Qualification

Section 1. Introduction

Section 2. Instructions to Applicants

Section 3. Criteria for Evaluation

Section 4. Fraud & Corrupt Practices

Section 5. Pre Application Conference

Section 6. Miscellaneous

Appendices

I. Letter comprising the Application

II. Power of Attorney for signing of Application

III. Power of Attorney for Lead Member of Consortium

IV. Joint Bidding Agreement for Consortium

V. Guidelines of the Department of Disinvestment

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2.7 Clarifications

2.7.1 Applicants requiring any clarification on the RFAQ may notify the Authority inwriting or by fax and e-mail in accordance with Clause 1.2.12. They should sendin their queries before the date specified in the schedule of Bidding Processcontained in Clause 1.3. The Authority shall endeavour to respond to the queries

within the period specified therein, but no later than 10 (ten) days prior to theApplication Due Date. The responses will be sent by fax and/or e-mail. TheAuthority will forward all the queries and its responses thereto, to all purchasersof the RFAQ without identifying the source of queries.

2.7.2 The Authority shall endeavour to respond to the questions raised or clarificationssought by the Applicants. However, the Authority reserves the right not torespond to any question or provide any clarification, in its sole discretion, andnothing in this Clause shall be taken or read as compelling or requiring theAuthority to respond to any question or to provide any clarification.

2.7.3 The Authority may also on its own motion, if deemed necessary, issue

interpretations and clarifications to all Applicants. All clarifications andinterpretations issued by the Authority shall be deemed to be part of the RFAQ.Verbal clarifications and information given by Authority or its employees orrepresentatives shall not in any way or manner be binding on the Authority.

2.8 Amendment of RFAQ

2.8.1 At any time prior to the deadline for submission of Application, the Authoritymay, for any reason, whether at its own initiative or in response to clarificationsrequested by an Applicant, modify the RFAQ by the issuance of Addenda.

2.8.2 Any Addendum thus issued will be sent in writing to all those who have

purchased the RFAQ.

2.8.3 In order to afford the Applicants a reasonable time for taking an Addendum intoaccount, or for any other reason, the Authority may, in its sole discretion, extendthe Application Due Date.$

C. PREPARATION AND SUBMISSION OF APPL ICATION

2.9 Language

The Application and all related correspondence and documents in relation to theBidding Process shall be in English language. Supporting documents and printedliterature furnished by the Applicant with the Application may be in any other

language provided that they are accompanied by translations of all the pertinentpassages in the English language, duly authenticated and certified by theApplicant. Supporting materials, which are not translated into English, may not be

$ While extending the Application Due Date on account of an addendum, the Authority shall have dueregard for the time required by bidders to address the amendments specified therein. In the case ofsignificant amendments, at least 15 (fifteen) days shall be provided between the date of amendment and theApplication Due Date, and in the case of minor amendments, at least 7 (seven) days shall be provided.

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considered. For the purpose of interpretation and evaluation of the Application,the English language translation shall prevail.

2.10 Format and signing of Application

2.10.1 The Applicant shall provide all the information sought under this RFAQ. TheAuthority will evaluate only those Applications that are received in the requiredformats and complete in all respects. Incomplete and /or conditional Applicationsshall be liable to rejection.

2.10.2 The Applicant shall prepare 1 (one) original set of the Application (together withoriginals/ copies of documents required to be submitted along therewith pursuantto this RFAQ) and clearly marked ORIGINAL. In addition, the Applicant shallsubmit 1 (one) copy of the Application, alongwith documents required to besubmitted along therewith pursuant to this RFAQ, marked COPY . TheApplicant shall also provide 2 (two) soft copies on Compact Disc (CD). In theevent of any discrepancy between the original and the copy, the original shallprevail.

2.9.3 The Application and its copy shall be typed or written in indelible ink and signedby the authorised signatory of the Applicant who shall also initial each page inblue ink. In case of printed and published documents, only the cover shall beinitialled. All the alterations, omissions, additions or any other amendments madeto the Application shall be initialled by the person(s) signing the Application. TheApplication shall contain page numbers and shall be bound together in hard cover.

2.11 Sealing and Marking of Applications

2.11.1 The Applicant shall submit the Application in the format specified at Appendix-I,together with the documents specified in Clause 2.11.2, and seal it in an envelope

and mark the envelope as APPLICATION. The Applicant shall seal the originaland the copy of the Application, together with their respective enclosures, inseparate envelopes duly marking the envelopes as ORIGINAL and COPY.The envelopes shall then be sealed in an outer envelope which shall also bemarked in accordance with Clauses 2.11.2 and 2.11.3.

2.11.2 Each envelope shall contain:

(i) Application in the prescribed format (Appendix-I) along with Annexesand supporting documents;

(ii) Power of Attorney for signing the Application as per the format atAppendix-II;

(iii) if applicable, the Power of Attorney for Lead Member of Consortium asper the format at Appendix-III;

For avoidance of doubt, the copies of the documents to be submitted shall be either certified or attested

copies. Certified copies shall bear the certified true copy stamp along with proper signature and stamp ofthe signatory, whereas the attested copies shall be attested by a Notary Public.

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(iv) copy of the Joint Bidding Agreement, in case of a Consortium,substantially in the format at Appendix-IV;

(v) copy of Memorandum and Articles of Association, if the Applicant is abody corporate, and if a partnership then a copy of its partnership deed;and

(vi) copies of Applicants duly audited balance sheet and profit and lossaccount for the preceding five years.

Each of the envelopes shall clearly bear the following identification:

Application for Annual Pre-qualification, 2011

and shall clearly indicate the name and address of the Applicant. In addition, theApplication Due Date should be indicated on the right hand corner of each of theenvelopes.

2.11.3 Each of the envelopes shall be addressed to:

ATTN. OF: Mr Anshumali ShrivastavaDESIGNATION: General Manager (Tech)

ADDRESS: National Highways Authority of India

G-5&6, Sector-10, Dwarka

New Delhi-110075

FAX NO: 011-25093528

E-MAIL ADDRESS: a.srivastava@nhai.org

2.11.4 If the envelopes are not sealed and marked as instructed above, the Authorityassumes no responsibility for the misplacement or premature opening of thecontents of the Application and consequent losses, if any, suffered by theApplicant.

2.11.5 Applications submitted by fax, telex, telegram or e-mail shall not be entertainedand shall be rejected.

2.11 Application Due Date

2.12.1 Applications should be submitted before 1100 hours IST on the Application DueDate, at the address provided in Clause 2.11.3 in the manner and form as detailedin this RFAQ. A receipt thereof should be obtained from the person specified inClause 2.11.3.

2.12.2 The Authority may, in its sole discretion, extend the Application Due Date byissuing an Addendum in accordance with Clause 2.8 uniformly for all Applicants.

2.13 Late Applications

Applications received by the Authority after the specified time on the ApplicationDue Date shall not be eligible for consideration and shall be summarily rejected.

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2.14 Modifications/ substitution/ withdrawal of Applications

2.14.1 The Applicant may modify, substitute or withdraw its Application aftersubmission, provided that written notice of the modification, substitution orwithdrawal is received by the Authority prior to the Application Due Date. NoApplication shall be modified, substituted or withdrawn by the Applicant on orafter the Application Due Date.

2.14.2 The modification, substitution or withdrawal notice shall be prepared, sealed,marked, and delivered in accordance with Clause 2.8, with the envelopes beingadditionally marked MODIFICATION, SUBSTITUTION orWITHDRAWAL, as appropriate.

2.14.3 Any alteration/ modification in the Application or additional information suppliedsubsequent to the Application Due Date, unless the same has been expresslysought for by the Authority, shall be disregarded.

D. EVALUATION PROCESS

2.15 Opening and Evaluation of Applications

2.15.1 The Authority shall open the Applications at 1130 hours IST on the ApplicationDue Date, at the place specified in Clause 2.11.3 and in the presence of theApplicants who choose to attend.

2.15.2 Applications for which a notice of withdrawal has been submitted in accordancewith Clause 2.14 shall not be opened.

2.15.3 The Authority will subsequently examine and evaluate Applications in

accordance with the provisions set out in Section 3.

2.15.4 Applicants are advised that pre-qualification of Applicants will be entirely at thediscretion of the Authority. Applicants will be deemed to have understood andagreed that no explanation or justification on any aspect of the Bidding Process orselection will be given.

2.15.5 Any information contained in the Application shall not in any way be construedas binding on the Authority, its agents, successors or assigns, but shall be bindingagainst the Applicant if the Projects are subsequently awarded to it on the basis ofsuch information.

2.15.6 The Authority reserves the right not to proceed with the Bidding Process at anytime without notice or liability and to reject any or all Application(s) withoutassigning any reasons.

2.15.7 If any information furnished by the Applicant is found to be incomplete, orcontained in formats other than those specified herein, the Authority may, in itssole discretion, exclude the relevant project from computation of the EligibleScore of the Applicant.

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2.15.8 In the event that an Applicant claims credit for an Eligible Project, and such claim

is determined by the Authority as incorrect or erroneous, the Authority shall rejectsuch claim and exclude the same from computation of the Eligible Score, and mayalso, while computing the aggregate Experience Score of the Applicant, make afurther deduction equivalent to the claim rejected hereunder. Where anyinformation is found to be patently false or amounting to a materialrepresentation, the Authority reserves the right to reject the Application and/ orBid in accordance with the provisions of Clauses 2.5.2 and 2.5.3.

2.16 Confidentiality

Information relating to the examination, clarification, evaluation, andrecommendation for the short-listed pre-qualified Applicants shall not bedisclosed to any person who is not officially concerned with the process or is nota retained professional advisor advising the Authority in relation to, or matters

arising out of, or concerning the Bidding Process. The Authority will treat allinformation, submitted as part of Application, in confidence and will require allthose who have access to such material to treat the same in confidence. TheAuthority may not divulge any such information unless it is directed to do so byany statutory entity that has the power under law to require its disclosure or is toenforce or assert any right or privilege of the statutory entity and/ or the Authorityor as may be required by law or in connection with any legal process.

2.17 Tests of responsiveness

2.17.1 Prior to evaluation of Applications, the Authority shall determine whether eachApplication is responsive to the requirements of the RFAQ. An Application shall

be considered responsive only if:

(a) it is received as per format at Appendix-I.

(b) it is received by the Application Due Date including any extension thereofpursuant to Clause 2.12.2;

(c) it is signed, sealed, bound together in hard cover, and marked as stipulatedin Clauses 2.10 and 2.11;

(d) it is accompanied by the Power of Attorney as specified in Clause 2.2.4,and in the case of a Consortium, the Power of Attorney as specified in

Clause 2.2.5 (c);

(e) it contains all the information and documents (complete in all respects) asrequested in this RFAQ;

(f) it contains information in formats same as those specified in this RFAQ;

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(g) it contains certificates from its statutory auditors$ in the formats specifiedat Appendix-I of the RFAQ for each Eligible Project;

(h) it contains an attested copy of the receipt for payment of Rs. 50,000(Rupees fifty thousand only)] to Authority towards the cost of the RFAQdocument;

(i) it is accompanied by the Joint Bidding Agreement (for Consortium),stipulated in Clause 2.2.5(g);

(j) it does not contain any condition or qualification; and

(k) it is not non-responsive in terms hereof.

2.17.2 The Authority reserves the right to reject any Application which is non-responsiveand no request for alteration, modification, substitution or withdrawal shall beentertained by the Authority in respect of such Application.

2.17.3 Any entity which has been barred by the Central Government, or any entitycontrolled by it, from participating in any project (BOT or otherwise), and the barsubsists as on the date of Application, or has been declared by the Authority asnon performer/blacklisted would not be eligible to submit an Application, eitherindividually or as member of a Consortium.

2.18 Clarifications

2.18.1 To facilitate evaluation of Applications, the Authority may, at its sole discretion,seek clarifications from any Applicant regarding its Application. Suchclarification(s) shall be provided within the time specified by the Authority forthis purpose. Any request for clarification(s) and all clarification(s) in response

thereto shall be in writing.

2.18.2 If an Applicant does not provide clarifications sought under Clause 2.18.1 abovewithin the prescribed time, its Application shall be liable to be rejected. In casethe Application is not rejected, the Authority may proceed to evaluate theApplication by construing the particulars requiring clarification to the best of itsunderstanding, and the Applicant shall be barred from subsequently questioningsuch interpretation of the Authority.

E. Pre QUALIFICATION

2.19 Pre-qualification and notification

After the evaluation of Applications, the Authority would announce a list of pre-qualified Applicants and their eligibility for the Estimate Project Cost forparticipation in the Qualification Stage. At the same time, the Authority would

$ In case duly certified audited annual financial statements containing the requisite details are provided, aseparate certification by statutory auditors would not be necessary in respect of Clause 2.17.1 (g). Injurisdictions that do not have statutory auditors, the firm of auditors which audits the annual accounts of theApplicant may provide the certificates required under this RFAQ.

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notify the other Applicants that they have not been pre-qualified. The Authoritywill not entertain any query or clarification from Applicants who fail to qualify.

2.20 Proprietary data

All documents and other information supplied by the Authority or submitted byan Applicant to the Authority shall remain or become the property of the

Authority. Applicants are to treat all information as strictly confidential and shallnot use it for any purpose other than for preparation and submission of theirApplication. The Authority will not return any Application or any informationprovided along therewith.

2.21 Correspondence with the Applicant

Save and except as provided in this RFAQ, the Authority shall not entertain anycorrespondence with any Applicant in relation to the acceptance or rejection ofany Application.

2.22 Validity of Pre-qualification

Pre-qualification of Applicants shall be valid upto December, 2011 or such otherdate as may be notified by the Authority. The Authority may thereafter reviewthe pre-qualification and extend the same, with or without modifications, or seekfresh Applications, in its sole discretion.

2.23 Processing Fee

Every Applicant shall pay to the Authority a non-refundable processing fee of

Rs.50,000 (Rupees fifty thousand only) along with the Application for Pre-

qualification hereunder.

2.24 Forming of Consortium

At the Qualification Stage (RFQ) of a project, the Applicant shall be free to form

a Consortium with any other Pre-qualified Applicant or entity subject to and in

accordance with the terms of the RFQ.

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3. CRITERIA FOR EVALUATION

3.1 Evaluation parameters3.1.1 Only those Applicants who meet the eligibility criteria specified in Clause 2.2.2

above shall qualify for evaluation under this Section 3. Applications of firms/consortia who do not meet these criteria shall be rejected.

3.1.2 The Applicants competence and capability is proposed to be established by thefollowing parameters:

(a) Technical Capacity; and

(b) Financial Capacity

3.2 Technical Capacity for purposes of evaluation

3.2.1 Subject to the provisions of Clause 2.2, the following categories of experiencewould qualify as Technical Capacity and eligible experience (the "EligibleExperience") in relation to eligible projects as stipulated in Clauses 3.2.3 and3.2.4 (the"Eligible Projects"):

Category 1: project experience on Eligible Projects in highways sector thatqualify under Clause 3.2.3

Category 2: project experience on Eligible Projects in core sector that qualifyunder Clause 3.2.3

Category 3: construction experience on Eligible Projects in highways sectorthat qualify under Clause 3.2.4

Category 4: construction experience on Eligible Projects in core sector that

qualify under Clause 3.2.4

For the purpose of this RFAQ:

(i) highways sector would be deemed to include highways, expressways,bridges, tunnels and airfields; and

(ii) core sector would be deemed to include power, telecom, ports, airports,railways, metro rail, industrial parks/ estates, logistic parks, pipelines,irrigation, water supply, sewerage and real estate development.$

3.2.2 Eligible Experience in respect of each category shall be measured only for

Eligible Projects.

3.2.3 For a project to qualify as an Eligible Project under Categories 1 and 2:

(a) It should have been undertaken as a PPP project on BOT, BOLT, BOO,BOOT or other similar basis for providing its output or services to a public

$ Real estate development shall not include residential flats unless they form part of a real estate complex ortownship which has been built by the Applicant.

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sector entity or for providing non-discriminatory access to users inpursuance of its charter, concession or contract, as the case may be. Forthe avoidance of doubt, a project which constitutes a natural monopolysuch as an airport or port should normally be included in this categoryeven if it is not based on a long-term agreement with a public entity;

(b) the entity claiming experience should have held, in the company owing the

Eligible Project, a minimum of 26% (twenty six per cent) equity duringthe entire year for which Eligible Experience is being claimed;

(c) the capital cost of the project should be more than [Rs. 20 crore (Rs.twenty crore)]; and

(d) the entity claiming experience shall, during the last 5 (five) financial yearspreceding the Application Due Date, have (i) paid for development of theproject (excluding the cost of land), and/ or (ii) collected and appropriatedthe revenues from users availing of non-discriminatory access to or use offixed project assets, such as revenues from highways, airports, ports andrailway infrastructure, but shall not include revenues from sale or

provision of goods or services such as electricity, gas, petroleum productstelecommunications or fare/freight revenues and other incomes of thecompany owning the project.

3.2.4 For a project to qualify as an Eligible Project under Categories 3 and 4, theApplicant should have paid for execution of its construction works or receivedpayments from its client(s) for construction works executed, fully or partially,during the 5 (five) financial years immediately preceding the Application DueDate, and only the payments (gross) actually made or received, as the case maybe, during such 5 (five) financial years shall qualify for purposes of computing theExperience Score. However, payments/receipts of less than [Rs. 20 crore (Rs.twenty crore)] shall not be reckoned as payments/receipts for Eligible Projects.For the avoidance of doubt, construction works shall not include supply of goodsor equipment except when such goods or equipment form part of a turn-keyconstruction contract/ EPC contract for the project. Further, the cost of land shallnot be included hereunder.

3.2.5 The Applicant shall quote experience in respect of a particular Eligible Projectunder any one category only, even though the Applicant (either individually oralong with a member of the Consortium) may have played multiple roles in thecited project. Double counting for a particular Eligible Project shall not bepermitted in any form.

3.2.6 Applicants experience shall be measured and stated in terms of a score (the"Experience Score"). The Experience Score for an Eligible Project in a givencategory would be the eligible payments and/or receipts specified in Clause 2.2.2(A), divided by one crore and then multiplied by the applicable factor in Table

This amount should not be less than 10% of the Estimated Project Cost for which the Applicant wishes tobe shortlisted.. This amount should be determined as per footnote above.

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3.2.6 below. In case the Applicant has experience across different categories, thescore for each category would be computed as above and then aggregated toarrive at its Experience Score.

Table 3.2.6: Factors for Experience across categories

Factor

Category 1 1.45

Category 2 0.85

Category 3 0.85

Category 4 0.45

3.2.7 The Experience Score determined in accordance with Clause 3.2.6 in respect of anEligible Project situated in a developed country which is a member of OECDshall be further multiplied by a factor of 0.5 (zero point five) and the productthereof shall be the Experience Score for such Eligible Project.

3.2.8 Experience for any activity relating to an Eligible Project shall not be claimed bytwo or more Members of the Consortium. In other words, no double counting by aConsortium in respect of the same experience shall be permitted in any mannerwhatsoever.

3.29. (a) The Experience Score of the Applicant shall be computed as a weightedaverage of the Experience Score of a member and its proposed equity stake (%) inthe Consortium,

(b) Similarly, the Financial Score of the Applicant shall be computed as aweighted average of the Financial Score of a member and its proposed equitystake (%) in the Consortium

Provided that the financial strength or the experience score taken into assessmentwill be only of those who contribute a minimum 26% share to the Consortium.

Illustration:For illustration and avoidance of any doubts, the following method is placed inclarification:

If Company A (Net-Worth: Rs 1000 crores) & Company B (Net-Worth: Rs 500crores) in a Consortium with shareholding of A as 60% and B as 40% then theWeighted Financial Score of the Consortium shall be:

For Weighted Financial Score1000 X 60% + 500 X 40% = 800 Crores

For Weighted Experience ScoreIf Company A has been assessed to have an Experience Score of 1000 andCompany B has been assessed to have an Experience Score of 500, in aConsortium with shareholding of A as 60% and B as 40%, then the WeightedExperience Score of the Consortium shall be

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1000 X 60% + 500 X 40% = 800

3.3 Details of Experience

3.3.1 The Applicant should furnish the details of Eligible Experience for the last 5(five) financial years immediately preceding the Application Due Date.

3.3.2 The Applicants must provide the necessary information relating to TechnicalCapacity as per format at Annex-II of Appendix-I.

3.3.3 The Applicant should furnish the required information and evidence in support ofits claim of Technical Capacity, as per format at Annex-IV of Appendix-I.

3.4 Financial information for purposes of evaluation

3.4.1 The Application must be accompanied by the Audited Annual Reports of theApplicant (of each Member in case of a Consortium) for the last 5 (five) financial

years, preceding the year in which the Application is made.

3.4.2 In case the annual accounts for the latest financial year are not audited andtherefore the Applicant cannot make it available, the Applicant shall give anundertaking to this effect and the statutory auditor shall certify the same. In such acase, the Applicant shall provide the Audited Annual Reports for 5 (five) yearspreceding the year for which the Audited Annual Report is not being provided.

3.4.3 The Applicant must establish the minimum Net Worth specified in Clause 2.2.2(B), and provide details as per format at Annex-III of Appendix-I.

3.4.4 In case of foreign companies, a certificate from a qualified external auditor who

audits the book of accounts of the Applicant or the Consortium Member in theformats provided in the country where the project has been executed shall beaccepted, provided it contains all the information as required in the prescribedformat of the RFAQ.

3.5 Pre-qualification of Applicants

The credentials of eligible Applicants shall be measured in terms of theirExperience Score. The sum total of the Experience Scores for all Eligible Projectsshall be the Aggregate Experience Score of a particular Applicant. In case of aConsortium, the Aggregate Experience Score of each of its Members, who havean equity share of at least 26% in such Consortium, shall be summed up for

arriving at the combined Aggregate Experience Score of the Consortium. AllApplicants who fulfil the conditions of eligibility specified in Clause 2.2.2 andmeet the other conditions specified in this RFAQ shall be pre-qualified. Theeligibility of an Applicant shall be considered in terms of Estimated Project Costdeclared by the Applicant. In case, on evaluation, the Applicant is not foundeligible for the declared Estimated Project Cost , his eligibility shall be consideredfor a lesser Estimated Project Cost in accordance with his evaluated Technical and

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Financial Capacity. In no case, the eligibility of an Applicant shall be consideredfor Estimated Project Cost higher than his declared Estimated Project Cost.

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4. FRAUD AND CORRUPT PRACTICES

4.1 The Applicants and their respective officers, employees, agents and advisers shallobserve the highest standard of ethics during the Bidding Process.Notwithstanding anything to the contrary contained herein, the Authority mayreject an Application without being liable in any manner whatsoever to theApplicant if it determines that the Applicant has, directly or indirectly or throughan agent, engaged in corrupt practice, fraudulent practice, coercive practice,undesirable practice or restrictive practice in the Bidding Process.

4.2 Without prejudice to the rights of the Authority under Clause 4.1 hereinabove, ifan Applicant is found by the Authority to have directly or indirectly or through anagent, engaged or indulged in any corrupt practice, fraudulent practice, coercivepractice, undesirable practice or restrictive practice during the Bidding Process,such Applicant shall not be eligible to participate in any tender or RFAQ issuedby the Authority during a period of 2 (two) years from the date such Applicant isfound by the Authority to have directly or indirectly or through an agent, engagedor indulged in any corrupt practice, fraudulent practice, coercive practice,

undesirable practice or restrictive practice, as the case may be.

4.3 For the purposes of this Clause 4, the following terms shall have the meaninghereinafter respectively assigned to them:

(a) corrupt practice means (i) the offering, giving, receiving, or soliciting,directly or indirectly, of anything of value to influence the actions of anyperson connected with the Bidding Process (for avoidance of doubt,offering of employment to, or employing, or engaging in any mannerwhatsoever, directly or indirectly, any official of the Authority who is orhas been associated in any manner, directly or indirectly, with the BiddingProcess or the LOA or has dealt with matters concerning the Concession

Agreement or arising therefrom, before or after the execution thereof, atany time prior to the expiry of one year from the date such official resignsor retires from or otherwise ceases to be in the service of the Authority,shall be deemed to constitute influencing the actions of a personconnected with the Bidding Process); or (ii) save and except as permittedunder sub clause (d) of Clause 2.2.1, engaging in any manner whatsoever,whether during the Bidding Process or after the issue of the LOA or afterthe execution of the Concession Agreement, as the case may be, anyperson in respect of any matter relating to the project or the LOA or theconcession agreement, who at any time has been or is a legal, financial ortechnical adviser of the Authority in relation to any matter concerning theproject;

(b) fraudulent practice means a misrepresentation or omission of facts orsuppression of facts or disclosure of incomplete facts, in order to influencethe Bidding Process ;

(c) coercive practice means impairing or harming or threatening to impairor harm, directly or indirectly, any person or property to influence anypersons participation or action in the Bidding Process;

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(d) undesirable practice means (i) establishing contact with any personconnected with or employed or engaged by the Authority with theobjective of canvassing, lobbying or in any manner influencing orattempting to influence the Bidding Process; or (ii) having a Conflict ofInterest; and

(e) restrictive practice means forming a cartel or arriving at anyunderstanding or arrangement among Applicants with the objective ofrestricting or manipulating a full and fair competition in the BiddingProcess.

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5. PRE-APPLICATION CONFERENCE

5.1 A Pre-Application conference of the interested parties shall be convened at thedesignated date, time and place. Only those persons who have purchased theRFAQ document shall be allowed to participate in the Pre-Applicationconference. Applicants who have downloaded the RFAQ document from theAuthoritys website (/www.nhai.org/) should submit a Demand Draft of Rs.50,000 (Rupees fifty thousand only) towards the cost of document, through theirrepresentative attending the conference. A maximum of two representatives ofeach Applicant shall be allowed to participate on production of authority letterfrom the Applicant.

5.2 During the course of Pre-Application conference, the Applicants will be free toseek clarifications and make suggestions for consideration of the Authority. TheAuthority shall endeavour to provide clarifications and such further informationas it may, in its sole discretion, consider appropriate for facilitating a fair,transparent and competitive Bidding Process.

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6. MISCELLANEOUS

6.1 The Bidding Process shall be governed by, and construed in accordance with, thelaws of India and the Courts at Delhi shall have exclusive jurisdiction over alldisputes arising under, pursuant to and/ or in connection with the Bidding Process.

6.2 The Authority, in its sole discretion and without incurring any obligation orliability, reserves the right, at any time, to;

(a) suspend and/ or cancel the Bidding Process and/ or amend and/ orsupplement the Bidding Process or modify the dates or other terms andconditions relating thereto;

(b) consult with any Applicant in order to receive clarification or furtherinformation;

(c) pre-qualify or not to pre-qualify any Applicant and/ or to consult with any

Applicant in order to receive clarification or further information;

(d) retain any information and/ or evidence submitted to the Authority by, onbehalf of, and/ or in relation to any Applicant; and/ or

(e) independently verify, disqualify, reject and/ or accept any and allsubmissions or other information and/ or evidence submitted by or on behalfof any Applicant.

6.3 It shall be deemed that by submitting the Application, the Applicant agrees andreleases the Authority, its employees, agents and advisers, irrevocably,unconditionally, fully and finally from any and all liability for claims, losses,

damages, costs, expenses or liabilities in any way related to or arising from theexercise of any rights and/ or performance of any obligations hereunder and theBidding Documents, pursuant hereto, and/ or in connection with the BiddingProcess, to the fullest extent permitted by applicable law, and waives any and allrights and/ or claims it may have in this respect, whether actual or contingent,whether present or in future.

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APPENDIX I

Letter Comprising the Application for Annual Pre-Qualification(Refer Clause 2.10.2)

Dated:To,

The Chairman,National Highways Authority of India

Sub: Application for Annual pre-qualification for National Highways Projects

Dear Sir,

With reference to your RFAQ document dated ..$, I/we, having examinedthe RFAQ document and understood its contents, hereby submit my/our Application forQualification. The Application is unconditional and unqualified.

2. I/ We acknowledge that the Authority will be relying on the information providedin the Application and the documents accompanying such Application for pre-qualification of the Applicants, and we certify that all information provided in theApplication and in Annexes I to IV is true and correct; nothing has been omitted whichrenders such information misleading; and all documents accompanying such Applicationare true copies of their respective originals.

3. This statement is made for the express purpose of pre-qualifying at RFAQ Stagefor participating at the project specific Qualification Stage.

4. I/ We shall make available to the Authority any additional information it may find

necessary or require to supplement or authenticate the pre-qualification statement.

5. I/ We acknowledge the right of the Authority to reject our Application withoutassigning any reason or otherwise and hereby waive, to the fullest extent permitted byapplicable law, our right to challenge the same on any account whatsoever.

6. I/ We certify that in the last three years, we/ any of the Consortium Members orour/ their Associates have neither failed to perform on any contract, as evidenced byimposition of a penalty by an arbitral or judicial authority or a judicial pronouncement orarbitration award, nor been expelled from any project or contract by any public authoritynor have had any contract terminated by any public authority for breach on our part.

7. I/ We declare that:

(a) I/ We have examined and have no reservations to the RFAQ document,including any Addendum issued by the Authority.

(b) I/ We do not have any conflict of interest in accordance with Clauses2.2.1(c) and 2.2.1(d) of the RFAQ document; and

$ All blank spaces shall be suitably filled up by the Applicant to reflect the particulars relating to suchApplicant.

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Appendix IPage 2

(c) I/We have not directly or indirectly or through an agent engaged orindulged in any corrupt practice, fraudulent practice, coercive practice,undesirable practice or restrictive practice, as defined in Clause 4.3 of theRFAQ document, in respect of any tender or request for proposal issuedby or any agreement entered into with the Authority or any other publicsector enterprise or any government, Central or State; and

(d) I/ We hereby certify that we have taken steps to ensure that in conformitywith the provisions of Section 4 of the RFAQ document, no person actingfor us or on our behalf has engaged or will engage in any corrupt practice,fraudulent practice, coercive practice, undesirable practice or restrictivepractice.

8. I/ We understand that you may cancel the RFAQ Process at any time and that youare neither bound to accept any Application that you may receive, without incurring any

liability to the Applicants, in accordance with Clause 2.5.1 of the RFAQ document.

9. I/ We believe that we/ our Consortium/ proposed Consortium satisfy(ies) the NetWorth criteria and meet(s) all the requirements as specified in the RFAQ document andare/ is qualified to submit the Application.

10. I/ We declare that we/ any Member of the Consortium, or our/ its Associates arenot a Member of a/ any other Consortium applying for pre-qualification.

11. I/ We certify that in regard to matters other than security and integrity of thecountry, we/ any Member of the Consortium or any of our/ their Associates have not beenconvicted by a Court of Law or indicted or adverse orders passed by a regulatory

authority which could cast a doubt on our ability to undertake the Project or which relatesto a grave offence that outrages the moral sense of the community.

12. I/ We further certify that in regard to matters relating to security and integrity ofthe country, we/ any Member of the Consortium or any of our/ their Associates have notbeen charge-sheeted by any agency of the Government or convicted by a Court of Law.

13. I/ We further certify that no investigation by a regulatory authority is pendingeither against us/ any Member of the Consortium or against our/ their Associates oragainst our CEO or any of our directors/ managers/ employees.

14. I/ We further certify that we are qualified to submit a Bid in accordance with the

guidelines for qualification of bidders seeking to acquire stakes in Public SectorEnterprises through the process of disinvestment issued by the GOI vide Department ofDisinvestment OM No. 6/4/2001-DD-II dated 13th July, 2001 which guidelines applymutatis mutandis to the Bidding Process. A copy of the aforesaid guidelines form part ofthe RFAQ at Appendix-V thereof.

Appendix I

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Page 3

15. I/ We undertake that in case due to any change in facts or circumstances duringthe Bidding Process, we are attracted by the provisions of disqualification in terms of theprovisions of this RFAQ, we shall intimate the Authority of the same immediately.

16. The Statement of Legal Capacity as per format provided at Annex-V inAppendix-I of the RFAQ document, and duly signed, is enclosed. The power of attorneyfor signing of application and the power of attorney for Lead Member of consortium, asper format provided at Appendix II and III respectively of the RFAQ, are also enclosed.

17. I/ We hereby irrevocably waive any right or remedy which we may have at anystage at law or howsoever otherwise arising to challenge or question any decision takenby the Authority in connection with the pre-qualifications of Applicants, , or inconnection with the RFAQ Process itself.

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

19. I/ We certify that in terms of the RFAQ, my/our Net Worth is Rs... (Rs. in words) and Experience Score is .. (number inwords). We wish to be pre-qualified for the Projects having Estimated Project Cost uptoRs.. (Rs in words).

In witness thereof, I/ we submit this application under and in accordance with the termsof the RFAQ document.

Yours faithfully,

Date: (Signature, name and designation of the Authorised Signatory)

Place: Name and seal of the Applicant/ Lead Member

Note: Paragraphs in square parenthesis may be omitted, if not applicable, or modified asnecessary.

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Appendix IAnnex-I

ANNEX-I

Details of Applicant

1. (a) Name:

(b) Country of incorporation:

(c) Address of the corporate headquarters and its branch office(s), if any,in India:

(d) Date of incorporation and/ or commencement of business:

2. Brief description of the Company including details of its main lines ofbusiness and proposed role and responsibilities in this Project:

3. Details of individual(s) who will serve as the point of contact/ communication

for the Authority:(a) Name:

(b) Designation:

(c) Company:

(d) Address:

(e) Telephone Number:

(f) E-Mail Address:

(g) Fax Number:

4. Particulars of the Authorised Signatory of the Applicant:

(a) Name:

(b) Designation:

(c) Address:

(d) Phone Number:

(e) Fax Number:

5. In case of a Consortium:

(a) The information above (1-4) should be provided for all the Members of

the Consortium.(b) A copy of the Joint Bidding Agreement, as envisaged in Clause

2.2.5(g) should be attached to the Application.

(c) Information regarding the role of each Member should be provided asper table below:

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Appendix IAnnex-I

Sl.No.

Name of Member Role*{Refer Clause2.2.5(d)}$

Percentage of equity in theConsortium{Refer Clauses2.2.5(a), (c) & (g)}

1.2.3.4.

* The role of each Member, as may be determined by the Applicant,should be indicated in accordance with instruction 4 at Annex-IV.

(d) The following information shall also be provided for each Member ofthe Consortium:

Name of Applicant/ member of Consortium:

No. Criteria Yes No

1. Has the Applicant/ constituent of the Consortiumbeen barred by the [Central/ State] Government, orany entity controlled by it, from participating in anyproject (BOT or o