EXPRESSION OF INTEREST OUTRIGHT SALE OF BINA-KURWAI-SIRONJ BOT ROAD PROJECT IN THE STATE OF M.P. REPRESENTED BY TCIL BINA TOLL ROAD LIMITED.

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1 TELECOMMUNICATIONS CONSULTANTS INDIA LIMITED (A GOVERNMENT OF INDIA ENTERPRISE) EXPRESSION OF INTEREST FOR OUTRIGHT SALE OF BINA-KURWAI-SIRONJ BOT ROAD PROJECT IN THE STATE OF M.P. REPRESENTED BY TCIL BINA TOLL ROAD LIMITED. Notice NO. TCIL/GGM(C)/05/527/2014/BKS/01 TELECOMMUNICATIONS CONSULTANTS INDIA LIMITED TCIL BHAWAN, GREATER KAILASH-I, NEW DELHI , INDIA TEL: FAX: WEB:

2 Telecommunications Consultants India Ltd. (A Govt. of India Enterprise) TCIL Bhawan, Greater Kailash-I New Delhi (India) Notice No. TCIL/GGM(C)/05/527/2014/BKS/01 Dated: Subject: Expression of Interest for Outright Sale of Bina-Kurwai-Sironj BOT Road Project in the State of M.P. represented by TCIL Bina Toll Road Limited. Sl. No. Tender Name Pre-Qualification Document Processing Fee (in Rs) Bid Validity Period 1 Expression of Interest for Outright Sale of Bina-Kurwai- Sironj BOT Road Project in the State of M.P. represented by TCIL Bina Toll Road Limited. Rs 25,000/- (Rupees Twenty Five Thousand Only) in the form of Demand Draft in favor of Telecommunications Consultants India Limited payable at New Delhi. 120 Days Telecommunications Consultants India Ltd. (TCIL), a Govt. of India Enterprise invites registered firms having experience in similar works and those who are interested to purchase and operate the toll plaza in the state of M.P. Minimum Eligibility Criteria: The eligibility criteria of firms shall be as follows:- 1. The firm should have been in the field of execution of similar nature of job for at least (Five) years. 2. Average Annual Financial Turnover during last 3 years ending 31st March 2014 should be at least Rs 65 Crores (Rupees Sixty-Five Crores Only). (Please submit copies of audited balance sheets of last 3 years i.e. from , & ) 3. Shall not have incurred any loss in more than two years during the last five years ending 31st March, 2014.

3 4. Shall have a solvency of Rs 65 Crores (Rupees Sixty-Five Crores Only). The applicant shall submit the solvency certificate, not older than three months prior to 30 th June 2014, issued by any scheduled bank in original. 5. Shall have average net worth of Rs 30 Crores (Rupees Thirty Crores Only). Certificate(s) from Chartered Accountant/statutory auditors specifying the net worth of the Applicants, as at the close of the preceding financial year, and also specifying that the methodology adopted for calculating such net worth conforms to the provisions of this Clause. For the purpose of this pre-qualification, net worth (the "Net Worth") shall mean the sum of capital (paid up capital in case of companies) and reserves from which shall be deducted the sum of revaluation reserves, miscellaneous expenditure to the extent not written off and reserves not available for distribution to equity share holders (in case of companies). 6. Shall not be black listed by any State/Central Govt. Department and its PSU s or Autonomous bodies. The Applicant must submit a duly notarized Affidavit to this effect. Bids received without this declaration in original shall stand automatically rejected. 7. The applicant must submit information of on-going litigations and litigations had in the past five years. In the event that the applicant has no litigations either in process or in the past 5 years, an Affidavit to this effect, duly notarized must be submitted in original. Evaluation: The evaluation will be done on the eligibility criteria parameters. The qualified Applicants will be invited for submission of financial bid and detailed Tender documents comprising of BOQ, technical specifications and price bid format for submitting their financial bids. Prequalification documents received without requisite Prequalification document processing fee shall be summarily rejected. Qualified agencies will be called for price bid submission at a later date to be notified separately. Prequalification documents processing fee (when documents are downloaded from website) shall be part of the PQ documents and should be submitted in separate envelop. The documents as above must be serially page numbered, signed/stamped and tied up securely before submission. The PQ documents shall be submitted in the Office of Group General Manager (Civil),

4 3 rd Floor, TCIL Bhawan, G.K.-I, New Delhi on or before 15:00 hrs on PQ documents shall be opened at 15:30 hrs, on in the presence of Tenderers or their authorized representatives present at the time of bid opening. Only the Pre- qualified agencies under this EOI shall be eligible to get issued the detailed Tender documents including price bid of the work and the date of issuance, submission, opening of detailed price bid shall be notified separately to them. No other than qualified parties under this process shall be allowed to participate in the price bid opening of the subjected bid. TCIL reserves the right to accept or reject any or all the tenders without assigning any reason. Scope of Works: a) Outright purchase of Bina-Kurwai-Sironj BOT Road Project in the state of M.P. with all assets & liabilities of company title TCIL Bina Toll Road Limited and as per terms & conditions of client MPRDC (Madhya Pradesh Road Development Corporation Ltd.) b) Share Purchase Agreement shall be signed with the successfully shortlisted bidder as per format provided in Form 10. Firm should submit the details as per the enclosed forms (Form 1 to Form 9 ). Last Date of Submission and opening of the Offer: Last Date & Time of Submission : :00 Hrs. Offers will be opened at 15:30 Hrs. on the same day at Office Address:- Group General Manager (Civil), 3 rd Floor, TCIL Bhawan, Telecommunications Consultants India Limited Greater Kailash I, New Delhi Id: Tel: , Fax: For any query you may contact at the same address also.

5 1. Submission of Bids: General Instructions to Applicants The Prequalification Documents must be submitted as under: a) Applicants who wish to download the tender documents from TCIL website should submit DD for Rs 25,000/- (Rupees Twenty-Five Thousand Only) in favour of Telecommunications Consultants India Limited towards prequalification documents processing fee in Envelope A. b) The pre-qualification documents shall be in separate sealed envelope marked as Envelope- B super scribed PQ Documents Proposal No. TCIL/GGM(C)/05/527/2014/BKS/01. c) Entire Original bid documents purchased from TCIL/ downloaded from website must be submitted along with Technical offer duly stamped & signed on each page by authorized signatory in token of acceptance of all the clauses of the prequalification documents, otherwise the bids submitted shall be rejected. d) Both the envelopes should be sealed in outer Envelope with Name of Work and Proposal No. and name of the bidder, his address and telephone number mentioned on the envelope. e) Unsealed Documents are liable to be rejected. 2. Time of Receipt & opening of Tender: Bids shall be received not later than 15:00 Hrs. on the specified date. Bids received later will be rejected even if they are dispatched before the fixed date. The Envelope- A containing cost of PQ documents Processing Fee shall be opened first on the same day at 15:30 Hrs in the presence of representatives of the applicants. After ascertaining that the cost of PQ documents Processing Fee is valid as required in the PQ documents, the Envelope- B containing prequalification documents will be opened.

6 3. Debarment/Black listing Notwithstanding the above, the Employer may debar or blacklist any of the Applicant(s) for their misleading or false representations in the forms, statements etc. for the period to be decided by the Employer. 4. One Bid per Applicant Each Applicant shall submit only one bid for the package. An Applicant who submits or Participates in more than one bid for a contract package will be disqualified. 5. Cost of Preparation and submission of Prequalification Documents. The Applicant shall bear all costs associated with the preparation and submission of his bid and the Employer will in no case be responsible or liable for those costs. 6. Clarification of Prequalification Documents A prospective Applicant requiring any clarification of the bidding documents may notify the employer in writing or by fax (hereinafter, the term fax is deemed to include electronic transmission such as facsimile, cable and telex)/ at the Employer s address indicated in the EOI. The Employer will respond to any request for clarification. Copies of the Employer s response will be forwarded to all purchasers of the bidding documents, including a description of the enquiry without identifying its source not later than 7 days before schedule date of submission of bids. 7. Amendment of Bidding Documents 7.1 At any time prior to the deadline for submission of bids, the Employer may, for any reason, whether at his own initiative or in response to a clarification requested by a prospective Applicant, amend prequalification documents by issuing addendum. 7.2 Any Addendum thus issued shall be part of the prequalification documents pursuant and shall be posted on the Employer s website.

7 8. Language of Bid The bid, and all correspondence and documents related to the bid exchanged between the Applicant and the Employer shall be written in the English language. Supporting documents and printed literature furnished by the Applicant may be in another language provided they are accompanied by an accurate translation of the relevant passages in the English language, in which case, for purposes of interpretation of the bid, the English translation shall prevail. 9. Documents comprising the Bid (a) (b) (c) (d) Entire bidding document either purchased from TCIL office or downloaded from website duly signed & stamped. Information for Pre-qualification as per the specified eligibility criteria. Any other material information required to be submitted in accordance with these General terms and conditions. DD for Tender cost if the documents are downloaded from Website. 10. Deadline for Submission of Bids 10.1 Bids must be received by the Employer at the address specified above not later than the time and date specified in the EOI The Employer may, at his discretion, extend the deadline for submission of bids by issuing an amendment, in which case all rights and obligations of the Employer and the Applicants previously to the original deadline will thereafter be subject to the deadline as extended. 11. Late Bids 11.1 Any bid received by the Employer after the deadline for submission of bids will be returned unopened to the Applicant.

8 12. Modification and withdrawal of Bids 12.1 The Applicant may modify or withdraw his bid after bid submission, provided that written notice of the modification or withdrawal is received by the Employer prior to the deadline for submission of bids No bid shall be modified by the Applicant after the deadline for submission of bids. 13. Opening of Bids. The bids shall be opened on due date and time provided in the RFP Documents. The Envelope A containing DD towards Prequalification Documents Processing Fee shall be opened first. If this is in order, the Envelope B shall be opened, otherwise, Envelope B shall not be considered for opening. Group General Manager (Civil)

9 EOI Bid Form (To be submitted on the letterhead of the Bidder/Lead Bidder) From (name and business address of the bidder) M/s. To, Group General Manager (Civil) 3 rd Floor, TCIL Bhawan, Telecommunications Consultants India Ltd. Greater Kailash I, New Delhi , India Subject : Expression of Interest (EOI) In response to your Notice No. TCIL/GGM(C)/05/527/2014/BKS/01 dated M/s hereby expresses its interest to Telecommunications Consultants India Ltd. (TCIL) to purchase of Bina-Kurwai-Sironj BOT Road Project in the state of M.P. with all assets & liabilities of company title TCIL Bina Toll Road Limited and as per terms & conditions of client MPRDC (Madhya Pradesh Road Development Corporation Ltd.). The undersigned being the authorized signatory of M/s certifies that he has carefully read and examined and understood the complete proposal. Place: Date: Signature Authorised Signatory. Designation Office/Company.

10 FORM 1 POWER OF ATTORNEY (To be provided on appropriate stamp paper) Dated :.. TO WHOMSOVER IT MAY CONCERN Know all men by these presents, we... (Name of Firm and address of the registered office) do hereby irrevocably constitute, nominate, appoint and authorise Mr/ Ms (name)... son/daughter/wife of and presently residing at..., who is [presently employed with us and holding the position of...], as our true and lawful attorney (hereinafter referred to as the Attorney ) to do in our name and on our behalf, all such acts, deeds and things as are necessary or required in connection with or incidental to submission of our B i d for the **** Project[s] p r o p o s e d o r b e i n g d e v e l o p e d b y t h e ***** (the Employer including but not limited to signing and submission of all applications, bids and other documents and writings, participating in Pre-Applications and other conferences and providing information/ responses to TCIL, representing us in all matters before TCIL, signing and execution of all contracts including the Service Agreement and undertakings consequent to acceptance of our bid, and generally dealing with the TCIL in all matters in connection with or relating to or arising out of our b i d for the said Project and/or upon award thereof to us till the entering into of the Servic e Agreement with the TCIL. AND, we do hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things lawfully done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us. IN WITNESS WHEREOF WE... THE ABOVE NAMED PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS... DAY OF..., 20** Witnesses: Notarised Accepted For... (Signature, name, title and address)... (Signature, name, title and address of the Attorney)

11 INFORMATION ABOUT APPLICANT FORM 2 1. Name of Company or Firm 2. Legal status 3. Country of incorporation 4. Registered address 5. Year of Incorporation 6. Year of commencement of business 7. Principal place of business 8. Brief description of the Company including details of its main lines of business Name, designation, address and phone numbers of authorized signatory of the Bidder a. Name b. Designation c. Company d. Address e. Phone No. f. Fax No. g. address Authorized Signatory Designation Company

12 FINANCIAL CAPABILITY FORM 3 I. Turnover and other details: PARTICULARS OF ITEM (I) Gross annual turn-over (ii) Profit /Loss (iii) Financial Position : Financial Years a) Quick Asset: Cash, Credit Limit & other easily liquefiable instruments b) Current Assets c) Current liabilities d) Working Capital (b-c) II. Income Tax Clearance Certificate NOTE :-Financial Analysis - Details to be furnished duly supported by figures in balance sheet/profit and Loss Account for the three years duly certified by the Chartered Accountant, as submitted by the applicant to the Income-Tax Department (Copies to be attached) SIGNATURE OF APPLICANT

13 FORM '4' DETAILS OF ALL WORK OF SIMILAR CLASS COMPLETED DURING THE LAST SEVEN YEARS WITH PROOF i.e. AWARD LETTERS & COMPLETION CERTIFICATES S. Name of No. work/ Project and Location Owner or Sponsoring Organisation Cost of work (Project) Date of commencement as per contract Stipulated date of completion Name and Address/ Telephone of officer to whom reference may be made Remarks (indicate whether any show cause notice issued or arbitration initiated during the progress of work) SIGNATURE OF APPLICATION

14 CURRENT CONTRACT COMMITMENTS/WORK IN PROGRESS WITH AWARD LETTERS (Separate sheets may be used for this information) FORM 5 S. Name of the Contract No. & Name No. contract Location Date and the Nature of the work Address Client (including Tel/Fax) 1 and of Contract Value Length of the Project SIGNATURE OF APPLICANT

15 FORM 6 I..s/o r/o hereby certify that none of my relative(s) is/are employed in TCIL. In case at any stage, it is found that the information given by me is false/incorrect, TCIL shall have the absolute right to take any action as deemed fit / without any prior intimation to me. (Signature of proprietor/partner/director

16 FORM 7 FINANCIAL DEFAULT INFORMATION FOR APPLICANT Name of the Applicant : The information shall include any defaults on financial commitments in the immediately preceding years. A separate sheet should be used for each Member/Partner. Year Nature of Default Period of Default: Current Status Default Amount (Current value, Rs. Millions Equivalent)

17 FORM 8 CURRENT LITIGATION STATUS Name of the Applicant : Name of the Member/Partner : Applicant shall provide information on any current or pending litigation or arbitration. A separate sheet should be used for each Member/Partner. Year Name of disputing Applicants cause of litigation/ arbitration and matter in dispute (Applicant initiating to be underlined) Dispute amount (current value, in Rupees) Interim Award Order or Decree For or Against Applicant Note: 1. Applicant to indicate the disputed amount, if known, else it should be indicated as closely as possible.

18 FORM 9 DECLARATION THAT APPLICANT SHALL NOT BE BLACKLISTED BY ANY STATE/ CENTRAL DEPARTMENT OR PSU OR AUTONOMOUS BODIES.

19 FORM 10 SHARE PURCHASE AGREEMENT BETWEEN TELECOMMUNICATIONS CONSULTANTS INDIA LIMITED AND (PURCHASER COMPANY) AND TCIL BINA TOLL ROAD LIMITED

20 TABLE OF CONTENTS PAGE 1 RECITALS 1 2 ARTICLE 1 : DEFINITIONS, INTERPRETATION 3 3 ARTICLE 2 : SALE SHARES 6 4 ARTICLE 3 : CLOSING 7 5 ARTICLE 4 : SPECIAL CONDITIONS 10 6 ARTICLE 5 : REPRESENTATIONS AND WARRANTIES 12 ARTICLE 6 : SPECIFIC SELLER S REPRESENTATION VIS-À- 7 VIS THE SALE SHARES 14 8 ARTICLE 7 : GENERAL PROVISIONS 15 ANNEXURE A : PRESENT SHARE HOLDING PATTERN OF 9 THE COMPANY 18

21 SHARE PURCHASE AGREEMENT This Share Purchase Agreement dated day of, 2014 executed by and between: TELECOMMUNICATIONS CONSULTANTS INDIA LIMITED, a Company incorporated under the Companies Act, 1956 and having its registered office at TCIL Bhawan Greater kailash I, new Delhi , India, represented by duly authorised Director of the company Shri, (hereinafter referred to as the TCIL / SELLER, which terms shall be deemed to include its successors in interest and permitted assigns) of the FIRST PART; AND, a company incorporated under the Companies Act, 1956 having its registered office at, represented by duly authorised Director Shri., hereinafter referred to as the Purchaser, which term shall be deemed to include its successors in interest and permitted assigns) of the SECOND PART; AND TCIL BINA TOLL ROAD LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Room No. 301, TCIL Bhawan, Greater kailash I, New Delhi , India, represented by duly

22 authotised Director Shri hereinafter referred to as the Company, which term shall be deemed to include its successors in interest and permitted assigns) of the THIRD PART; The Seller, the Purchaser and the Company are, wherever the context so requires, hereinafter collectively referred to as the Parties and individually as Party. RECITALS WHEREAS: A. The Company is engaged in infrastructure development. The Company was promoted by TCIL as Special Purpose Vehicle (SPV) to undertake Built-Operate-Transfer (BOT) projects. B. TCIL was awarded Contract and Concession for Construction, Development and Operation of Bina-Kurwai-Sironj Road (SH 14) Section starting from Km. 0/500 of existing road and Km 57/600 of existing road length of about Km. in the State of Madhya Pradesh, India awarded by Madhya Pradesh Road Development Corporation (MPRDC), Bhopal by its order No. MPRDC/B-K-S/BOT/2010/7281 dated 08 October 2010 with private finance and toll rights on Built, Operate & Transfer (BOT) basis for a period of 25 years including construction period w.e.f 23/05/2011 to 22/05/2036. In this regard, pending incorporation of SPV, TCIL entered into a Concession Agreement with Madhya Pradesh Road Development Corporation on 23 rd November C. After incorporation of the Company, the Concession Agreement was

23 amended vide Amendment Agreement dated 18 th December 2012 after which the Company became the Concessionaire replacing TCIL. D. Whereas the Company completed major part of the Construction by March 2014 and commenced Toll Collection from 25 th April E. Whereas, the Seller holds entire paid up capital of the Company comprisining equity shares of Rs. /- each as given in Annexure A to this agreement. F. The Purchaser and the Seller have agreed to enter into this Agreement for purchase of the Sale Shares held by the Seller in the Company and the Seller has agreed to sell the Sale Shares to the Purchaser at and for the Sale Consideration (hereinafter defined) upon the terms and conditions set out herein. G. The Purchaser has unconditially agreed to abide by all the terms and conditions of the Concession Agreement dated 23 rd November 2010 and its Amendment dated 18 th December 2012 and all other Agreements, commitments of the Company towads Vijaya Bank, New Delhi and other creditors. H. The Parties are desirous of recording the understanding arrived between the Parties in the manner hereinafter appearing. NOW THEREFORE IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: ARTICLE 1 DEFINITIONS, INTERPRETATION

24 1.1 In this Agreement: Act shall mean the Companies Act, 1956 as may be amended from time to time Agreement shall mean this Share Purchase Agreement along with its annexures and any mutually agreed modifications of this Agreement Board shall mean the duly constituted Board of Directors of the Company Closing shall emcompass the events mentioned in in ARTICLE 3 of this Agreement Encumbrance means any pre-emptive right, option, covenant, restriction, privilege, claim, right, charge, mortgage, lien, hypothecation, pledge or other security interest, whether imposed by contract, understanding or operation of law Law includes all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives, judgments, awards, decrees and orders of any governmental authority Rupees or the term Rs. or INR refers to Indian Rupees being the currency of India.

25 1.1.8 Sale Consideration shall mean an amount of Rs. /- (Rupees Crores only) being the aggregate consideration to be paid by the Purchaser to the Seller in consideration of sale and transfer of the Sale Shares in favour of the Purchaser in the manner provided in this Agreement. The Sale Consideration has been arrived at on the basis of cost of project of the Company and Claims lodged by the Company Sale Shares shall mean the (No. of shares in figures) ( No. of Shares in words ) equity shares of the Company held by the Sellers as per Annexure A to this Agreement, being a part of the issued, subscribed and paid up share capital of the Company Transaction Documents shall mean this Agreement and such other agreement(s) as may be entered into between the Parties and which the Parties may designate as a transaction document. 1.2 Construction Any reference in this Agreement to any statute or statutory provision shall be construed as including a reference to that statute or statutory provision as from time to time amended modified extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments orders and regulations for the time being made pursuant to it or deriving validity from it The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words include, including and among other things shall be deemed

26 to be followed by without limitation or but not limited to whether or not they are followed by such phrases or words of like import Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders Unless otherwise stated time will be the essence of contract for the purpose of the obligations under this Agreement Unless otherwise stated references to articles, sub-clauses, subparagraph, schedule relate to this Agreement The Parties acknowledge that they and their respective counsel have read and understood the terms of this Agreement and have participated equally drafting. Accordingly, no court or arbitrator construing this Agreement shall construe it more stringently against one Party than against the other Headings to clauses, sub-clauses and paragraphs are for information only and shall not form part of the operative provisions of this Agreement shall be ignored in construing the same Reference to days, months and years are to gregorian days, months and calendar years respectively. ARTICLE 2 SALE SHARES

27 In consideration of Rs. /- (Rupees Crores only), being the Sale Consideration, the Purchaser hereby purchases and acquires from the Seller and the Seller hereby sells and transfers to the Purchaser, the full legal and beneficial ownership in the Sale Shares free from all or any Encumbrance, together with the benefit of all rights attached to such Sale Shares in the manner provided in this Agreement. The Parties undertake that they shall take all steps as required for completing the sale and transfer of all the Sale Shares by the Seller to the Purchaser in the manner provided in this Agreement and for the Purchaser to be recorded as the legal and beneficial owner of the Sale Shares in the records of the Company as required under the applicable Laws. ARTICLE 3 CLOSING 3.1 Simultaneously with the execution of this Agreement and subject to receipt of necessary board approvals from the Parties, the Parties shall take all steps as may be required for the Closing of all the actions on or before (date). 3.2 The following actions shall take place simultaneously with the Closing: The Purchaser shall pay by RTGS or any other means as mutually agreed between the parites, the Sales Consideration of Rs. /- (Rupees Crores only) as under: (a) Rs. /- (Rupees Crores only) on execution of this Agreement on (date). (b) Rs. /- (Rupees Crores only) on or before (date)

28 (c) Rs. /- (Rupees Crores only) on or before (date) (d) Rs. /- (Rupees Crores only) on or before (date) (e) Rs. /- (Rupees Crores only) on or before (date) (f) Rs. /- (Rupees Crores only) on or before (date) That upon closing and payment of Sale Consideration, discharge of Corporate Guarantees by Vijaya Bank, new Delhi, the Seller shall hand over to the Purchaser, duly signed depository instruction slips relating to the Sale Shares held by Seller including pledged with Axis Bank and shall instruct its depository participant to transfer the Sale Shares held by it to the dematerialized account of the Purchaser and ensure the transfer of the Sale Shares in favour of the Purchaser and/or its nominees. The Seller shall ensure that its nominee directors submit their resignation letters to the Company and resign as directors of the Company from the Closing date The Parties shall cause the Company to convene a meeting of the Board and pass the necessary resolutions to effect the following: (a) Approving the transfer of the Sale Shares to the Purchaser; (b) Approving the appointment of the directors nominated by the Purchaser on the Board; (c) Approving the resignation of the directors appointed by the Seller on the Board on completion of the deal;

29 (d) Approving change in signatories to bank account(s) of the Company; and (e) Entering the name of the Purchaser as the legal and beneficial owner of the Sale Shares in the Register of Members of the Company. 3.3 The Purchaser shall takeover the outstanding liability of Vijaya Bank, New Delhi towards the Company for an amount not exceeding Rs. /- (Rupees crores) only as on (date). The Purchaser agreed and undertake to get the Corporate guarantees of TCIL discharged from Vijaya Bank, New Delhi on or before closing. 3.4 The Sellers have agreed to pay any amount not exceeding Rs. /- (Rupees crores) to Vijaya Bank, New Delhi so that the liability of the Purchaser towards Vijaya Bank, New Delhi shall be restricted to an amount not exceeding Rs. /- (Rupees crores only) as on (date). It is clarified that the Seller shall take the responsibility of payment of interest and any excess drawing over Rs. /- (Rupees crores) up to date_ and thereafter it shall be responsibility and liability of the Purchaser to pay the interst and entire principle amount outstanding. 3.5 Upon the completion of the steps as set out in ARTICLES and and upon discharge of corporate guarantees by Vijaya Bank, New Delhi to the entire satisfaction of the Sellers, the Company shall, hand over to the Purchaser or its authorized representatives, (i) the certified true copies of the resolutions so passed; and (ii) the extract of the register of members wherein the name/s of the Purchaser and/or its nominee/s is recorded as equity shareholder of the Company in respect of the Sale Shares. The Company shall also make

30 necessary filings with the concerned regulatory authorities as may be required by applicable laws. 3.6 The Sellers has provided unsecured loans and other credit facilities to the Company to part finance the cost of project. The Purchaser has agreed to pay to Seller all such outstanding balances. However the Parties hereto have agreed and understood that the total payment to be made towards sales consideration of Sale Shares shall never exceed the sum specified in and no separate payment is required to be made for any such unsecured loan. 3.7 All actions to be taken and all documents to be executed and delivered by the Parties at the Closing Date shall be deemed to have been taken and executed simultaneously at such Closing Date and no actions shall be deemed to be taken nor any documents executed or delivered at such Closing Date until all have been so taken, executed and delivered. ARTICLE 4 SPECIAL CONDITIONS 4.1 The Purchaser will appoint one director on the Board of the Company once payment of third installment aggregating to Rs. /- (Rupees Crores) of the Sale Consideration has been paid to the satisfaction of the Seller. 4.2 The Seller shall provide to the Purchaser daily toll collection and deposit of the same in the designated bank with effect from date for the purpose of information only. 4.3 That, on payment of aggregate Sale Consideration of Rs. /- (Rupees Crores) by the Purchaser, the Seller shall allow the

31 authorised representatives of the Purchaser to visit and observe the process of toll collection to enable them to takeover the operation of the project on closing date. 4.4 That, on payment of aggregate Sale Consideration of Rs. /- (Rupees Crores) by the Purchaser, the Seller shall hand over to the Nominated Escrow Agent for both the Parties, duly signed depository instruction slips relating to the Sale Shares held by Seller and shall instruct to the Escrow Agent to handover the same to the Purchaser for transfer on closing and simultaneously shall also handover entire toll operations including all toll booths to the Purchaser. 4.5 That, the Seller shall keep the outstanding with Vijaya Bank, New Delhi within overall limit of Rs. /- (Rupees Crores only) up to date. It shall be duty of the Seller to pay any excess amount exceeding over all limit of Rs. /- (Rupees Crores only) up to date. 4.6 That, the entire amount of toll collection with effect from date shall be deposited in the designated branch of Bank at in District Vidisha and same shall be transferred to escrow account with Vijaya Bank, New Delhi. No amount of toll collection shall be retained and utilised by the Seller as well as Purchaser. 4.7 The Company and Sellers shall maintain the assets of the Company in good working condition and shall ensure compliance of all legal provisions and liabilities. The books of accounts shall be maintained properly and upon payment of Rs. /- (Rupees Crores), the Purchaser shall have right of access to the same and have copy of any account. Till the date of closing the Sellers shall maintain all the books of accounts, registers, documents, papers and all other records as prescribed under any law for the time being in force.

32 4.8 That, in case of delay in payment of any installments by the Purchaser, interest at the rate of 2% per months shall be payable by the Purchaser for every delay of over 15 days and 1% of the amount due in case of delay is less than 15 days. 4.9 That, in case of delay or failure on the part of the Purchaser to to get the discharge of corporate guarantee on or before the closing date, the Seller shall not be obliged to give effect to the transfer of shares in favour of the Purchaser or in the name of his nominee and the nominee Director shall cease to be the Director in the Company on closing date The Purchaser shall obtain all necessary persmissions, approvals for transfer of shares and acquisition of management by Madhya Pradesh Road Development Corporation in terms of Concession Agreement dated 23 rd November 2010 and its Amendment date 18 th December The Seller shall extend all their support, assistance and co-operation whenever required or asked for The Purchaser shall obtain all persmission, approvals and sanctions from Vijaya Bank, New Delhi for take over of the project and liabilities and for discharge of corporate guarantees That, on closing date, subject to payment of Sale Consideration, discharge of personal and corporate guarantees by Vijaya Bank, New Delhi by the Purchaser, the Seller shall handover the entire project alogwith rights of toll collection, books of accounts, staturoty records and registers to the nominees of the Purchasr That, in case of any reason, the Purchaser fails to obtain permission, approval or sanction from Vijaya Bank, New Delhi for transfer and takeover of management of the Company alongwith bank loans, the

33 Purchaser shall repay the entire outstanding of Vijaya Bank, New Delhi from his own sources or shall arrange fresh loan from any other bank or financial institutions so that corporate guarantees of the Seller could be discharged on or before closing date That, the Purchaser shall ensure that the dues of Vijaya Bank, New Delhi are properly and timely served and under any circumstances, the account should not be classified as Non Performing Assets (NPA) by the bank. In case the account of the Company is classified as NPA by the bank, the Seller shall have sole discretion to forfeit the entire amount so far paid by the Purchaser and not to transfer any share in terms of this agreement Seller will ensure that account does not become NPA Upto date and there after that till closing date and after upto the loan gets tranfered Purchaser will have to maintain the account and keep the account out of NPA status. ARTICLE 5 REPRESENTATIONS AND WARRANTIES 5.1 Each Party hereby represents and warrants as on the date of execution of this Agreement and as of the Closing Date (as applicable), that: It has the power and authority to execute, deliver and perform this Agreement, which will when executed constitute legal, valid and binding obligations on it, enforceable in accordance with its terms. The execution and delivery of, and the performance of this Agreement will not result in any breach of any order, judgment or decree of any court, governmental agency or regulatory body.

34 5.1.2 None of (a) the execution, delivery and performance of this Agreement, (b) the consummation of the transactions contemplated by this Agreement, or (c) the compliance with the provisions of this Agreement, will (i) conflict with or breach any applicable laws; or (ii) violate or breach a provision of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, any of the terms, covenants, conditions or provisions of any note, bond, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which it is a party, so as to render the transactions envisaged under this Agreement void or unenforceable Its memorandum of association and articles of association or other constitutional documents include provisions which give it the power and all necessary corporate authority and approvals have been obtained, to sign and deliver this Agreement and exercise its rights and perform its obligations under this Agreement The Sellers confirms that the Concesion Agreement is in full force as on the date of execution of this Agreement and all the rights vested in the Company are available and there is no dispute in this regard The Seller confirms that as per clause 7.1(k) of the Concession Agreement, the share holding may be transferred to the extent of 74% during the toll period and balance 26% shareholdings may be transferred with the approval of MPRDC. The Purchaser shall obtain necessary approval from MPRDC for transfer of 26% of the shareholding of the company The Seller confirms that all other creditors except outsanding due of Vijaya Bank, New Delhi as per audited balance sheet as on date shall be paid before closing.

35 5.1.7 The Seller confirms that all the conditions of the Concession Agreement and Loan Documents have been fully complied with and no condition has been violated. ARTICLE 6 SPECIFIC SELLER S REPRESENTATION VIS-À-VIS THE SALE SHARES 6.1 The Seller has clear title to the Sale Shares, free from any Encumbrance, third party claim or demand of any nature. 6.2 The Seller has good right, full power and absolute authority to sell and transfer the Sale Shares to the Purchaser in the manner provided in this Agreement, 6.3 There is no option, right to acquire or Encumbrance on the Sale Shares or any of them or any agreement or commitment to give or create any of the foregoing in respect of the same and the Seller has not received notice of any claim by any person to be entitled to any of the foregoing. 6.4 The Seller has not participated in any negotiation or entered into any discussions, agreements or instruments with any third party(ies) regarding the sale/purchase of the Sale Shares or any part thereof.

36 ARTICLE 7 GENERAL PROVISIONS 7.1 Notices Unless otherwise stated, notices to be given under this Agreement including but not limited to a notice of waiver of any term, breach of any term of this Agreement and termination of this Agreement, shall be in writing and shall be given by hand delivery, recognized international courier, mail, and delivered or transmitted to the Parties at their respective addresses set forth in this agreement. 7.2 Amendment No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing and duly executed by the Parties. 7.3 Assignment Neither Party shall be entitled to assign, transfer or charge any of its rights or interests under or acquired under this Agreement without the prior written consent of the other Party.

37 7.4 Costs All stamp duty, costs and expenses in relation to this Agreement and other Transaction Documents (including share transfer forms and other Transaction Documents) shall be borne and paid equally by the Purchaser and the Seller Each Party shall bear the costs of its respective legal advisers, accountants and other advisers. 7.5 Severability If any provision of this Agreement is invalid, unenforceable or prohibited by law, this Agreement shall be considered divisible as to such provision and such provision shall be imperative and shall not be part of the consideration moving from either Party hereto, and the remainder of this Agreement shall be valid, binding and of like effect as though such provision was not included herein. 7.6 Waiver No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same of any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving. 7.7 Further Assurances The Parties shall deliver such documents, do such acts and deeds and execute all such other documents as are customary or as may be necessary or as may be otherwise required to effectively carry out the full intent and meaning of this Agreement and/or to complete the

38 transactions contemplated hereunder for the due performance of this Agreement. 7.8 Counterparts This Agreement may be signed in any number of counterparts, each of which is an original and all of which, taken together, constitutes one and the same instrument. 7.9 Governing Law and Jurisdiction This Agreement shall be governed by the laws of India. The Courts at Delhi shall have exclusive jurisdiction over all matters arising out of or relating to this Agreement.

39 [Signature page follows] IN WITNESS of which the Parties have executed this Agreement on the date set out against each signature. BY THE WITHIN NAMED TELECOMMUNICATIONS CONSULTANTS INDIA LIMITED BY THE HAND OF PURSUANT TO THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF TELECOMMUNICATIONS CONSULTANTS INDIA LIMITED ON THE DAY OF BY THE WITHIN NAMED PURCHASER COMPANY BY THE HAND OF PURSUANT TO THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF PURCHASER COMPANY ON THE DAY OF BY THE WITHIN NAMED TCIL BINA TOLL ROAD LIMITED BY THE HAND OF PURSUANT TO THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF TCIL BINA TOLL ROAD LIMITED ON THE DAY OF 2014.

40 ANNEXURE A PRESENT SHAREHOLDING PATTERN OF THE COMPANY Sn. Name of shareholders Distinctive Folio Nos of Holding Nos. Nos. equity shares in % 1. TELECOMMUNICATIONS CONSULTANTS INDIA LIMITED 2. abc 3. xyz Total

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