HIGHWAY RAILWAY PROJECTS BEING EXECUTED BY IRCON INT

HIGHWAY & RAILWAY PROJECTS BEING EXECUTED BY IRCON INT. LTD. ON PPP By Deepak Sabhlok Director Projects Ircon 26 th September 2017

TYPES OF HIGHWAY PROJECTS EPC MODEL 1. Govt. Invites Bid on EPC. 2. Govt. bears: ØConstruction Cost ØProcurement of Raw material. 3. Participation - Limited to Engineering Expertise. BOT OR DBFOT MODEL 1. Invitation of Bids by NHAI from Private Players for construction of road project. 2. Successful Bidder- Has to Create Special Purpose Vehicles(SPV). 3. SPV may be Private Company or Govt. Company. 4. Financing • SPV – Financing, Design and Construction Developing, O &M, Collecting Toll. • NHAI- Support in terms of grants, premiums etc. HYBRID ANNUITY MODEL (New Concept) IT IS MIX OF EPC AND BOT MODELS. (Discussed in details in next slides)

Key stakeholders and typical contractual structure for a Road project Promoters /Investors Users of Road Equity Investment/ Loan Toll fee charged Operations and Maintenance O&M Contractor ROAD Project SPV Loan facility Concession Agreement Contractual Agreements Lenders Project owner /Govt. eg. NHAI - Contractors EPC - Design Consultant

FLOW OF BOT, DBFOT AND HYBRID ANNUITY PROJECT NHAI Private Entrepreneur National Highways Authority of India • Invites Bids from Private Entrepreneurs. • At least 80% of the encumbrance free land for the project should be available. • Formation of a SPV to execute the project as per the conditions of the bid. • Needs to design, finance and build an infrastructure facility. • Collect Tolls and Operate the facility. • Normal Concession Period ranges from 15 years to 25 years depending upon traffic and toll collection. After the completion of the concession period, project is handed over to NHAI.

HYBRID ANNUITY MODEL • Construction period 40% of Project Cost (Construction Support) by Govt. Operations Period • Annuity payments • O & M payments • Interest Payments (on reducing balance @ Bank rate + 3%) (All Payments are to be made on biannually basis during the 15 years of operations period). HYBRID ANNUITY PROJECT 60% of project Cost. By concessionaire Toll Collection by Government O & M by Concessionaire

Support by Govt in HAM 40% of Project Cost (Construction Support) by Govt. 60% of project Cost-By concessionaire during operations Period 1 st Milestone Payment On achievement of 10% of physical progress 2 nd Milestone Payment On achievement of 30% of physical progress. 3 rd Milestone Payment On achievement of 50% of physical progress 4 th Milestone Payment On achievement of 75% of physical progress. 5 th Milestone Payment- On achievement of 90% of physical progress.

WHY SHIFT FROM BOT AND DBFOT TO HYBRID ANNUITY MODEL? Sl. No. Issues in BOT/DBFOT Issues Resolved in Hybrid Annuity Model 1. Traffic Risk No risk as Payments in form of Annuity by NHAI in biannual instalments during operation period are paid, 2. Fluctuation in the interest Rates • Interest rate on remaining payments (during operation) made by developer linked to bank rates so no risk 3. Construction Completion upto 75%- then only toll collection starts • 80% of the land is to be made available with NHAI. • On completion of 75% of the work half yearly annuity payments are started by NHAI in proportion to the work executed

RISK ALLOCATION IN BOT AND HYBRID ANNUITY MODEL Type of Risk Type of Model Financing Risk Revenue Risk or O &M Risk Toll Collection Risk BOT /DBFOT concessionaire Model HAM Model Minimal risk of Govt/NHAI. concessionaire Govt/NHAI

Key features of typical Concession Agreements of NHAI • Obligations of the concessionaire- Design, finance, construct, operate and maintain the project facility during the concession period as well as to levy and collect toll fees. • Toll rates- Notified by a government agency on July 1 st every year. • Indemnification by NHAI- For Political risks or change in Govt. policies like latest example of Demonetisation. We are given extra tolling for the days lost. • Independent consultant or supervisor- Nominated by NHAI to monitor the progress. 50% of his payments are made by the SPV. • Force majeure clauses-Types of such force majeure and the consequent sharing of such risks among the government, Promoters and the lenders being clearly defined . • Events of Default- The situations under which suspension of the rights of the concessionaire or termination of the agreement can take place.

Key features of typical Concession Agreements of NHAI • Financial Closure - SPV has to make financial arrangement for the project within 150 or 180 days(depending upon projects) from the date of signing of concession agreement. • Escrow Account- The concessionaire has to open Escrow Account with the Bank for depositing toll collection. • Safety Requirements- Like fire brigades, cranes, ambulances, patrolling Vehicles • Suspension of Concessionaire Rights- Example, If traffic increases and lanes of highway has to be increased, NHAI will invite tender and if the concessionaire not successful, then NHAI will hand over the project to other successful bidder.

BRIEF DISCUSSION AND EXPERIENCE OF IRCON IN EXECUTION OF HIGHWAY PROJECTS on BOT……. .

HIGHWAY PROJECTS OF IRCON Name of SPV Type of Project Ircon-Soma Tollway Private Limited(ISTPL) Nature of Company Date of Incorporation Status BOT Project Joint Venture (50: 50) with Soma Enterprise Limited 19. 04. 2005 Construction Completed in March 2010 and toll collection going on. Concession Period ends in year 2026. Ircon PB Tollway Private Limited (Ircon. PBTL) DBFOT Project Wholly owned subsidiary of Ircon 30. 09. 2014 Construction is going on. Ircon Shivpuri Guna Tollway Limited (Ircon. SGTL) DBFOT Project Wholly owned subsidiary of Ircon 12. 05. 2015 Construction is going on. Ircon Davanagere Haveri Highway Limited (Ircon. DHHL) Hybrid Anuuity Model Wholly owned subsidiary of Ircon 11. 05. 2017 Financial Closure arrangements in process.

IRCON-SOMA TOLLWAY PRIVATE LIMITED(ISTPL) ISTPL (50: 50 Joint Venture) A Private Company under Companies Act, 2013 as Govt. and Private Company holds 50% shares each. SOMA ENTERPRISE IRCON INTERNATIONAL LIMITED (A Private Company) (A Govt. company under Ministry of Railways)

IRCON-SOMA TOLLWAY PRIVATE LIMITED • Basic Details of the project-Dhule-Pimpalgaon Sl. No. Particulars Description 1. Project Kilometer 118 Km 2. Concession Period 3. Concession Agreement date 20 Years (End by March, 2026) 28. 09. 2005 4. 5. Concession Fee- (Paid to NHAI by Rupee One Per Year concessionaire every year as per Concession Agreement) Construction Period 3 years 6. Scheduled Date of Completion 26. 03. 2009 7. Actual Date of Completion 03. 2010 8. Estimated Project Cost Rs. 606 crores

IRCON-SOMA TOLLWAY PRIVATE LIMITED • Basic Details of the project Sl. No. Particulars Description 9. Actual Project Cost Rs. 788. 97 crores 10. Grant As per provisions of Concession Agreement. Positive Grant- Rs. 82. 25 crores was positive grant (receivable from NHAI in year 3 rd to 5 th and 7 th & 8 th, i. e 2007 -08 to 2009 -10 and 2011 -12 and 2012 -13). Negative Grant- Rs. 595 crores (payable to NHAI in 6 years starting from 15 th year to 20 th year of concession period i. e 2020 -21 to 202526).

ISTPL- Financing of Loan Financing of the Loan (Year 2006) SBI Bank as lead bank in consortium with 8 other banks -Rs. 450 crore Axis Bank (Rs. 60 crore) Refinancing of the loan (Year 2011) PNB Bank Approved –Rs. 600 crore, Availed- Rs. 521. 53 crore O/S as on date – Rs. 109. 10 crore

Major Securities provided in Connection with Loan By ISTPL: • First Charge on Immovable Properties and hypothecation of movable properties and banks accounts including Escrow Account. • Equitable mortgage on the vacant land of 280. 50 sq. mtrs. situated in Vadgaon in Pune. By Promoter Companies(IRCON and SOMA in proportion to their shareholdings): - • • • Pledge of 30% of their respective shareholding in favour of Bank. Non disposal undertaking to the extent of 21% of their shareholding. Undertaking to the extent of 50% to make good shortfall of any dues by ISTPL.

Tollway Projects - Basic Features • Mandatory Project facilities- Food Plaza/Restraunts/Rest Rooms/Bus Bays/Truck Lay Byes/Toilets/ Solar Blinkers/Signals which are mandatorily required to be provided by concessionaire. • User Fee Ø It is linked to wholesale price index of March of every year. Ø It is revised every year and made effective from 1 st July of every year. Collection Paise per km (2017)- Starting from Rs. 1. 059 to Rs. 5. 959 per km depending upon the type of vehicle. (Increased in this year i. e 2017 -18 by 5% but was constant in previous 2 years i. e 2015 -16 and 2016 -17) Corporate of Vehicles Applicable fee Fee for the whole section (Single Journey) (in Rs. ) Car/Passenger/V an/Jeep LCV Truck Bus MAV (>2 axles) HCM/EME 125 220 440 705 Fee for local personal traffic per trip (in Rs. ) 15 NA NA Fee for local commercial traffic per trip (in Rs. ) 30 55 110 175

Lessons Learnt from ISTPL’s Project: - Ø Initial financial model- Should be as accurate as possible to arrive at viability/profitability of project. Ø Designing and Construction- It should be such that minimum maintenance during Operation and Maintenance phase. Ø Financial Closure- Should be achieved on time so that construction can be started. Ø Refinancing- It should be avoided due to administrative delays. Ø Construction Completion- Should be well within/before time.

RAILWAY PROJECTS

Projects being executed by IRCON on PPP mode Ø 23 Multi Functional Complexes (MFCs) through Ircon. ISL on BOT Model Ø 12 Railway Stations through IRSDC (a JV with RLDA) Ø Coal/Mine Rly Projects in Chhattisgarh, Odisha & Jharkhand through 26% partnerships in 5 (Five) JVs Ø 4 BOT Road Projects- One as 50: 50 JV with Soma Enterprises and other three as WOS

Models of execution of Railway Projects under PPP • Railway Board issued Policy on participative models of PPP vide Boards letter no 2011/Infra/12/32 dated 10. 12. 2012 pursuant to Cabinet decision which provides for five different models 1. 2. 3. 4. 5. Non Governmental Private line model JV model BOT through competitive bidding Capacity Augmentation through Customer funding Capacity Augmentation through – Annuity model

Ongoing Railway Projects executed by IRCON under JV model 1. 2. 3. 4. 5. Chhattisgarh East Railway Limited (CERL) Chhattisgarh East West Railway Limited (CEWRL) Mahanadi Coal Railway Limited (MCRL) Bastar Railway Private Limited (BRPL) Jharkhand Central Railway Limited (JCRL)

Joint Venture Model-Roles and responsibilities • JV with strategic stakeholders (State Govt, ports, mines Industries ) • By formation of JV with Railway/PSU with a minimum of 26% equity. • Maintenance by JV • Normal concession period 30 years, beyond 25 years linked with traffic • Concessionaire to be given user fee equivalent to 50% of the apportioned freight earnings.

Railway Corridors Through JV model by SPVs of IRCON S. No Item 1 2 2 3 4 Rail corridor for NMDC and SAILBRPL State Chhattisgarh Main Purpose Evacuation of Iron ore from Bailadila Mines of NMDC Rail corridor for MCL Through SPV-MCRL Rail corridor for SECL Through SPC –CERL and CEWRL Odisha Chhattisgarh Evac of Coal from the Evac of Coal from mines of Mahanadi South Eastern Coalfield Coal Limited (MCL) Ltd(SECL) Rail corridor for CCL Through-JCRL Date of signing of Mo. U Members of JV Company and share holding Name of JV Company 09. 05. 2015 20. 5. 2015 NMDC 43% SAIL 21% IRCON 26% CMDC 10% Bastar Railway Pvt Limited (BRPL) MCL IRCON IDCO November 2012 64% 26% 10% SECL IRCON CSIDC 64% SECL 26% IRCON 10% CSIDC Jharkhand Evac of Coal from mines of Central Coalfields Ltd (CCL) 64% CCL 26% IRCON 10% Go. J 64% 26% 10% Mahanadi Coal Chhattisgarh Jharkhand Central Railway Ltd (MCRL) East Railway East West Railway Ltd (JCRL) Ltd (CERL) Railway Ltd (CEWRL)

Railway Corridors Through JV model by SPVs of IRCON S. No Item 5 Rail corridor for NMDC and SAIL- MCL BRPL Through SPVMCRL Date of JV Company 05. 2016 registration 31. 08. 2015 Rail corridor for SECL Through SPC –CERL and CEWRL March 2013 Rail corridor for CCL Through-JCRL 31. 08. 2015 6 Scope of Jagdalpur railway line Rowghat 7 Approximate Rs 2600 Crores value Rs 3500 Crores Rs 3055 Crores Rs 4900 Crores Rs 1634 Crores 8 Route Km 140 Km 110 Km 132 Km 197 Km 49 Km 9 Track length 160 Km 250 Km 197 Km 352 Km 100 Km 10 Present status DPR under Construction approval of progress Railway Board to Angul –Jharpada Dharamjaygarh to Urga to to Shivpur - Budhapunk Kharsia Pendra Road Kathotia to in Construction in DPR under progress approval of Railway

LOCATION MAP – SPVs in Chhattisgarh CEWRL – Rs. 4919 Cr Route Length – 197 Km Track Length – 352 Km CERL (Ph-II) – Rs. 1349 Cr Route Length – 62 Km Track Length – 62 Km CERL (Ph-I) – Rs. 3055 Cr Route Length – 132 Km Track Length – 197 Km

Chhattisgarh East Railway Limited (CERL) • Formation: CERL was incorporated on 12 th March 2013 as a Special Purpose Vehicle (SPV) to develop East Corridor (Kharsia to Dharamjayagarh). • Mo. R nominated Ircon International Limited (Ircon) to participate in the SPV.

Promoters of Chhattisgarh East Railway Limited (CERL) Promoters and their share in CERL SECL – 64% Ircon – 26% GOCG – 10%

Chhattisgarh East Railway Limited • Scope of Work- Main object of CERL according to its Memorandum & Articles of Association, is to build, construct, operate and maintain the East Rail Corridor in the state of Chhattisgarh, which shall be used for both freight and passenger services.

Salient features of JV Model ➢ Projects have been developed by the JV through Railway’s PSU ➢ Financial Structuring will be done by the JV ➢ Railway will provide for Risk mitigation measures – like inflated mileage, 90% guarantee of loan to debtors post construction; rolling stock availability. ➢ Ownership of land will remain with Railway ; ➢ The project financing will be done by JV through Equity & Debt ➢ JV will identify projects and if bankable, submit the DPR to Railway for approval; ➢ Railway has to sanction the works as a Railway Work; ➢ The project construction and maintenance will be done by the JV ➢ Concession period is 30 years including construction period. ➢ Revenue for the JV company will be from the apportioned traffic earnings.

Various steps involved ➢ ➢ ➢ ➢ Formation of JV company and signing of MOU Identification of Projects by JV Shareholder’s agreement Preparation of DPR Preparation of Financial Appraisal and Traffic Study Approval of DPR by Railway along with Inflated Mileage Signing of Concession Agreement Appointment of Syndicating Agency for loan Financial Closure Appointment of Independent Engineer Land Acquisition and forest clearance Approval of Drawings by IE/Railway Construction of the project – depend on Railway for rails and sleepers Modification to existing Railway yard where connectivity is given Final certification by IE and CRS – since passenger trains are to be run as per concession agreement

Basic Details of the project CERL phase I S. No. Particulars Description 1. 2. 3. Concession Period Concession Agreement date Concession Fee 30 Years 12. 06. 2015 Re. 1 p. a. 4. Construction Period 3. 5 years from land acquisition date 5. Construction Start Date 01. 04. 2014 6. Scheduled date of Completion for entire Phase-I 30 months from date of financial closure 7. Estimated Project Cost for Phase –I Rs. 3054. 24 crores 8. Appointed Date on which Financial Closure is achieved , likely date is 31 st Oct 17 9. User Fee Mo. R shall pay the Concessionaire 50% of the revenue apportionment from freight operations on the Rail System.

Chhattisgarh East Railway Limited • Financial Closure- Indian Bank as a lead Banker in a consortium of 7 other Banks has sanctioned a loan of Rs. 2600 crore. • Inflated Mileage - Basically, Inflated Mileage is the indirect way of funding by the Mo. R to increase the viability of project. • The Railway Board, Mo. R has approved Inflated Mileage for the Phase-I Project at the rate of 60% for the first five years operation.

Project Implementation Details • Land – Go. CG will provide land owned by them and facilitate acquisition of balance land. • While the land has to be acquired by the Company at its own cost, ownership of the land will vest with Indian Railways. • The Company will pay a token lease of Re. 1 p. a. for the entire concession period as per the provisions of the Concession Agreement to Railways. • Cost of land borne by the Company will be treated as a non-interest bearing advance deposit, which will be refunded to it by Mo. R at the end of the concession period.

Ircon’s Role in Project Implementation Details Execution Agreement between CERL & Ircon will be responsible for construction & completion of the Phase-I Project. Perform activities like route selection, land acquisition, obtaining forest clearances, R&R works etc. and also co-ordinate the activities of various contractors

Benefits of JV model ➢ Being a Railway project with well defined stake holders, like mines, ports etc. , chances of failure are minimized. In case of MCRL , traffic provider MCL is 64% shareholder , State govt is 10% shareholder who is responsible for land availability and executing agency Ircon is 26 % shareholder. ➢ Since the DPR is approved by Railways duly considering the traffic forecast, it gives the lenders more confidence. ➢ Involvement of Railway’s PSU in project development ensures a better professional approach to the project ➢ State Govts are more helpful since they are part of JV model projects are benefited by the Railway projects. ➢ Concession period is extendable if materialization of traffic falls short of expectation, ➢ Land acquisition can be expeditious by declaring the project as declared as Special Railway Project

Limitations of the JV Model (cont. ) ➢ All approvals at various stages are to be obtained from Railways, which is normally time consuming. ➢ The approval of DPR and Inflated Mileage takes more than 6 months after submission of Final DPR. ➢ If traffic does not materialize as per forecast, there is no safeguard for the JV. Railway will only apportion earnings for the traffic actually moved. ➢ The formula adopted by Railway Board for apportionment of earnings does not take care of capital cost involved – JV gets same apportionment whether it is electrified section or not – Capital cost of electrification is not compensated. ➢ The concept of Inflated mileage may not work beyond a limit, as it hurts the customer – viability gap funding by Railway may be a better option as Railway gets the incremental traffic.

Limitations of the JV Model (Cont. ) ➢ No operational freedom to JV since IR is the only operator and tariff is controlled by IR. ➢ No freedom to exploit the land commercially since IR become the owner of land ➢ If any partner’s business is not directly linked to the success of the JV project, they tend to lose interest over time. Therefore mines, ports, industries who are direct beneficiaries from the completion of the JV project should be taken as partners. ➢ There is no possibility for the JV earning more than the anticipated profit since if more traffic materialises, the concession period will be reduced.

Limitations of the JV Model (Cont. ) ➢ In the absence of a Regulator, the JV company has no proper mechanism to address its grievances against Railways – like delays caused in approvals, payments, providing timely rolling stock etc. ➢ No revenue from passenger traffic is apportioned – maintaining passenger amenities and their security has substantial cost to the JV. ➢ No compensation by Railway for replacement of assets during operation period.

Challenges in arranging Funds • Problem with promoter guarantee : - syndicator SBI CAPs did not agree to fund the project w/o promoters guarantee for the gaps in the event of failure. Railway Board provides 90 % guarantee of the loan amount to lenders in the event of failure post construction only . So promoters guarantee was insisted by SBI CAPs for 100% loss during construction and 10% gap post construction. It was impressed upon the banker that promoters guarantee is not required as project is to financed based on the strength of the project . Indian bank finally agreed to extend loan w/o promoters guarantee.

Compensation and R&R Policy For land owners : • In Chhattisgarh, after policy revision as per circular dated 4/01/17 of GOCG, Compensation will be paid to land owners equal to 4 times the land price. • It is also decided that compensation for linear projects in the State of CG which entitles the land owner for R&R compensation of Rs. 5. 00 Lakh or 50% of the land compensation whichever is less in addition to the land compensation.

Challenges in forest clearance and NGT stay • Forest department has provision to ask if alternate route to the forest area is available . If alternate route is available , then forest department will instruct to use alternate route for the project. If alternate route is not available , then no construction should be undertaken as project is to be abandoned in case forest does not agree forest land to be used for the project. So NGT imposed stay on construction activity due to want of forest clearance.

NGT case • The petitioner has filed a plea before the NGT Court vide appeal No. 151 and OA No. 470/2015 that CERL was carrying out work without any forest clearances from the authorities in between chainage 0 -10 & 028 Km. In course of hearing on 25. 05. 2017 NGT has asked CERL to stop the work even though stretch involved is only 600 mt and 2 kms respectively but work stopped in whole stretch of 10 kms and 28 kms

Sharing Experience • Construction should not be started before Financial Closure from the borrowers • The work should not be started beforest environmental and wild life clearances obtained as applicable on the alignment • Execution of project should be done after at least 80% land is acquired and possession taken. • Promoters Guarantee is not to be given to the financing institutions. • IRSE officers are required for the post of COO for the SPVs in SAG grade.

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