Request for Proposal (“RFP”) for appointment of Valuer

for the proposed Infrastructure Investment Trust by NHAI

BID SUMMARY

1. Last date and time for submission of Bidding 22.09.2020 upto 1100 Hrs
Documents

2. Date and Time of Opening of Bids At 1130 Hrs on 23.09.2020 at NHAI’s

HO, New Delhi.

3. Place of opening of Bids NHAI – HQ, G 5&6, Sector-10,

Dwarka New Delhi

Note:- Bids will be opened in the presence of bidders who choose to attend as above.

NATIONAL HIGHWAYS AUTHORITY OF INDIA

G 5&6, Sector-10, Dwarka,
New Delhi - 110 075
Phone: 91-011-25074100 & 25074200
Extn – 1209/1214
Website: www.nhai.gov.in
Email: dineshgupta@nhai.org
Date: 11.09.2020

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 TABLE OF CONTENTS
SUBJECT PAGE NO
1. Section 1:- Notice inviting Tender. 3

2. Section 2:- Instruction to Bidders 6

3. Section 3:- Scope of work 11

4. Section 4:- Form of Financial Bid 12

5. Section 5:- Undertakings 13

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 Section 1. Notice Inviting Tender
1. The National Highways Authority of India invites Bids for selection of an agency to provide services as
Valuer for the proposed Infrastructure Investment Trust by NHAI.

2. The RFP includes the following documents:

Section 1 – Notice Inviting Tender
Section 2 – Instructions to Bidders
Section 3 – Scope of Work
Section 4 – Form of Financial Bid
Section 5 - Undertakings

3. The RFP is uploaded on the website of NHAI and on the NIC’s Central Public Procurement Portal (CPPP)
ie http://etenders.gov.in.

4. It is mandatory for all the Bidders to have Class-III Digital Signature Certificate and encryption Component
(in the name of person who will sign the Bid) from any of the licensed Certifying Agency (Bidders can see
the list of licensed Certifying Agencies from the link www.cca.gov.in) to participate in e-tendering process
of Authority.

5. To participate in the e-bid submission, it is mandatory for the Bidders to have user identification number &
password (collectively referred to as the “ID and Password”) which has to be obtained in Bidder’s own
name by registering themselves in NIC’s Central Public Procurement Portal (CPPP) ie
http://etenders.gov.in. The registration is free of cost.

6. E-tender Service Provider:

6.1. M/s National Informatics Centre (NIC) is the service provider. Users can get 24X7 Helpdesk support
on 0120-4200462, 0120-4001002 and email: support-eproc@nic.in

6.2. The authorized signatory signing the bids shall only be the digital signatory. In case authorised signatory
signing the bids and digital signatory are not the same, the bid shall be considered as non-responsive.

6.3. The Bidders will be allowed to download the Bid documents upto 11:00 hrs of the Bid Due Date. The
downloading facility of Bids on e- tendering portal will be available even if the Bid due date falls on
Saturday / Sunday / Holiday.

6.4. Bid documents comprising the bidding procedure and contract terms and conditions are available for
view and downloading from the e-tender portal of NIC etenders.gov.in or nhai.org without any cost.

6.5. Bid documents can be downloaded from e-tender portal of NIC https://etenders.gov.in or
www.nhai.gov.in .Following may be noted in this regard :

(a) Registration should be valid at least up to Bid Due Date.

(b) Bids can be submitted only during the validity of their registration.
(c) The amendments/clarifications to the bid document, if any, will be hosted on the NHAI website/
etenders-portal only.
(d) If the firm is already registered with e-tendering portal of NIC and validity of registration has
not expired, the firm is not required to obtain fresh registration.

6.6. The Authority shall receive bids pursuant to this RFP in accordance with the terms set forth in this RFP
and other documents to be provided by the Authority pursuant to this RFP, as modified, altered,

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 amended and clarified from time to time by the Authority (collectively the “Bidding Documents”), and
all Bids shall be prepared and submitted in accordance with such terms on or before the Bid Due Date.

6.7. Bidders are advised to upload their Bids well in time, to avoid last minutes rush on the server or
complications in uploading. NHAI, in any case, will not be responsible for any type of problem in
uploading the Bid.

6.8. Online Submission of the Bids after the Bid Due Date and time shall not be permitted. Time being
displayed on e-tendering portal of NIC (”Standard Time”) shall be final and binding on Bidder. Bids
are required to be submitted by Bidders, only as per the Standard Time and not the time as per their
location/country.

6.9. In case of any problem with the submission of the Bid, the Bidder may have the assistance of help desk
or use the help manual given on the said website.

7. Brief Description of Bidding Process

7.1. The Authority has adopted single stage evaluation process for selection of the Bidder for award of the
work. The financial bid (the “Financial Bid”) containing the amount quoted by the Bidder shall be
submitted online in the prescribed format before the date and time specified herein. The Bidders may
send their authorized representative along with the authorization letter on the letter head of the Bidder
for participating in online opening of the Financial Bid. The date and time of opening of Financial Bids
of such Bidders is specified in the RFP.

7.2. The financial proposal of each bidder, shall be opened and evaluated. The responsive bidder with the
least financial quote would be awarded the assignment.

8. Any queries or request for additional information concerning the RFP shall be submitted through e-
mail to the officer designated below. The email communication shall clearly bear the following
identification/title:

“Queries/Request for Additional Information: RFP for appointment of Valuer for the proposed
Infrastructure Investment Trust by NHAI”

9. Address for Communication:

Shri Dinesh Gupta,
General Manager (F),
National Highways Authority of India,
G-5 & 6, Sector-10, Dwarka, New Delhi, 110075
Tel No. 011-25074100/200 Extn 1209/1214.
E mail : dineshgupta @nhai.org
Website: http://www.nhai.gov.in

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10. Schedule of Bidding Process
The Authority shall endeavor to adhere to the following schedule:
Sl. No. Description of Events
1 Last date & time of availability of
RFP document for downloading
2 Pre-bid meeting
3 Authority response to queries
latest by
4 Bid due date ( Last date for bid
submission)
5 Opening of Financial bids
6 Letter of Award (LOA)
7 Validity of proposals
Date
15..09.2020 upto 1100 Hrs
16.09.2020 at 1130 Hrs at NHAI’s HO,
New Delhi./ video calling
21.09.2020
22.09.2020 upto 1100 Hrs
At 1130 Hrs on 23.09.2020 at NHAI’s
HO, New Delhi.
Within 15 days from the date of opening
of the Financial Bids subject to
evaluation as per RFP.
120 days from Bid Due Date.
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 Section 2. Instruction to the Bidders

1. Introduction

1.1. National Highways Authority of India (“NHAI”/ “Authority”) is an autonomous body of the
Government of India (“GoI”) under the Ministry of Road Transport and Highways (“MoRTH”) and
was constituted on June 15, 1989 by an Act of Parliament titled - The National Highways Authority
of India Act, 1988 (“NHAI Act”). NHAI was operationalized in February 1995 with the appointment
of full time Chairman and other Members. The functioning of NHAI is governed by NHAI Act and
rules, and regulations framed thereunder.

1.2. The Long term domestic borrowing programme of NHAI is rated by Indian arms of International
rating agencies as : “IND AAA” with Stable Outlook by India Ratings & Research Private Limited,
“CARE AAA” by CARE Ratings Limited, CRISIL AAA/Stable by CRISIL Limited and [ICRA] AAA
by ICRA Limited.

1.3. NHAI intends to set up an Infrastructure Investment Trust, act as its sponsor and raise funds through
it as per the relevant SEBI guidelines.

1.4. Accordingly, NHAI intends to explore the possibility to raise funds through formation of
Infrastructure Investment Trust in accordance with the Securities and Exchange Board of India
(Infrastructure Investment Trusts) Regulations, 2014 (“SEBI InvIT Regulations”). The timing of
issuance shall be decided by the Authority.

1.5. M/s National Highways Infra Investment Managers Private Limited (NHIIMPL) has been
incorporated and appointed as the Investment Manager for the proposed InvIT by NHAI.

1.6. IDBI Trusteeship Services Limited has been appointed as the trustee of the Trust.

2. Proposal

2.1. NHAI seeks proposal on behalf of Investment Manager firm M/S National Highways Infra Investment
Managers Private Limited (“NHIIMPL”), from eligible partnership entities or companies to act as the
Valuer for the proposed Infrastructure Investment Trust (“InvIT” / “Trust”) by NHAI as per the
relevant SEBI guidelines (“Transaction”).

2.2. The Valuer shall be appointed for the proposed Transaction and for the first 3 financial years after the
date of listing of Units.

3. Clarification and Amendment of RFP Documents

3.1. Bidders may request a clarification on any of the RFP documents as per the scheduled date mentioned
in this RFP . Any request for clarification must be sent through email to NHAI as indicated in this RFP.
NHAI will respond through etender portal or through email (including an explanation of the query but
without identifying the source of inquiry) to all Bidders. Should NHAI deem it necessary to amend the
RFP as a result of a clarification, it shall do so following the procedure.

3.2. At any time before the submission of Bids, NHAI may amend the RFP by issuing an addendum in
writing or by standard electronic means. The addendum shall be uploaded on the website
https://etenders.gov.in or www.nhai.gov.in which will be binding on all participating bidders. To give
Bidders reasonable time in which to take an amendment into account in their Bids NHAI may, if the
amendment is substantial, extend the deadline for the submission of Bids.

4. Submission of proposal

4.1. The proposal shall be submitted as indicated below:-

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 4.1.1 Financial Proposal in the manner and format as prescribed in Section 4 - Form of Financial Bid.
The financial proposal of only those Valuers shall be evaluated which meet the minimum
eligibility criteria as per as per para 12 of this Section 2. Please note that proposals with any
conditionality will be summarily rejected.

4.2. Your proposal shall remain valid for 120 days thereafter. The proposal should be signed by the
authorized officers of your organization. No proposal will be entertained after the due time and date,
as stated above.

4.3. NHAI reserves the right to accept or reject any or all the offers received without assigning any reason.
For any clarification, you may feel free to contact the undersigned.

4.4. NHAI reserves the right to terminate the mandate to Valuer by giving 15 days prior notice in writing
at any point of time.

4.5. Pre-Bid Meeting: A pre-bid meeting shall be held as per the above mentioned Schedule of Bidding
Process. Prospective bidders may send their queries in advance to dineshgupta@nhai.org. NHAI
retains the right to amend this document subsequent to Pre-bid meeting.

5. Modification/ Substitution/Withdrawal of Bids.

5.1. The Bidder may substitute or withdraw its bid after submission prior to the Bid due date. No Bid shall
be allowed to be substituted or withdrawn by the Bidder on or after the Bid due date.

5.2. Any alteration/modification in the Bid or additional information supplied subsequent to the Bid Due
Date, unless the same has been expressly sought for by NHAI, shall be disregarded.

5.3. The bidders may modify or withdraw their Financial bids through e-tendering portal before the bid due
date. No Financial bid may be modified after bid due date. Withdrawal or modification of financial
bids between the bid due date and expiration of bid validity shall result into disqualification of the
bidding process.

6. Opening and Evaluation of the Bids

6.1. The Bids will be opened after the due date at the time prescribed in the RFP document in the presence
of the Bidders who choose to attend. NHAI will subsequently examine and evaluate the Bids in
accordance with the provisions set out.

6.2. Prior to evaluation of the Financial Bids, the NHAI shall determine whether each Bid is responsive to
the requirements of this RFP.

6.3. Financial Bid of non-responsive Bidders shall not be evaluated.

6.4. To assist in the examination, evaluation, and comparison of Bids, NHAI may, at its discretion, ask any
Bidder for clarification of its Bid. The request for clarification and the response shall be in writing or
by e-mail, but no change in the price or substance of the Bid shall be sought, offered, or permitted
except as required to confirm the correction of arithmetic errors discovered by NHAI in the evaluation
of the Bids.

6.5. Except in case any clarification is asked by NHAI, no Bidder shall contact NHAI on any matter relating
to its Bid from the time of the Bid opening to the time the Contract is awarded. If any Bidder wishes to
bring additional information to the notice of NHAI, it should do so in writing at the address prescribed
in the Notice Inviting Tender.

7. Prior to evaluation of the Bids, the NHAI shall determine as to whether each Bid is responsive to the

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 requirements of this RFP document. A Bid will be declared non-responsive in case:

(a) If a Bidder submits more than one Bid against this RFP
(b) The bid submissions are incomplete/ inadequate to the requirements of the RFP Documents.
(c) If In case the signatory signing the bids and digital signatory are not the same or if the authority letter
is not provided as per Paragraph 13 of this Section.
(d) If a Bidder submits a conditional Bid or makes changes in the terms and conditions given in this RFP
document
(e) Failure to comply with all the requirements of RFP document by a Bidder
(f) If the Bid is not submitted in the formats prescribed in the RFP document
(g) If any requisite document/ certificate is not in the prescribed format the same shall not be considered
while evaluating the bids and the same may lead to Bid being declared as non-responsive.
(h) A Bid valid for a period of time shorter than prescribed in the RFP document.

8. Conflict of Interest.

8.1. Bidders at all times shall provide professional, objective, and impartial advice and at all times hold the
NHAI’s interests paramount, strictly avoid conflicts with other assignments or their own corporate
interests and act without any consideration for future work.

9. Fraud & Corruption.

9.1. Applicants would be required to observe the highest standard of ethics during the selection and execution
of such work. In pursuance of this policy, the NHAI, defines
9.1.1. “corrupt practice” means the offering, giving, receiving, or soliciting of anything of value to
influence the action of a public official in the selection process or in contract execution; and

9.1.2. “fraudulent practice” means a misrepresentation of facts in order to influence a selection process
or the execution of a contract to the detriment of the NHAI, and includes collusive practices
among bidders (prior to or after submission of proposals) and to deprive the NHAI of the benefits
of free and open competition.

9.2. NHAI will reject a proposal for appointment if it determines that the bidder recommended for engagement
has engaged in corrupt or fraudulent activities in competing for the work in question;

9.3. NHAI will declare a bidder ineligible, either indefinitely or for a stated period of time, to be engaged if
it at any time determines that the bidder has engaged in corrupt or fraudulent practices in the bidding
process for engagement for the subject work.

9.4. The bidder declared ineligible for corrupt and fraudulent practices by NHAI in accordance with the above
paras shall not be eligible for selection.

10. Consortium of Bidders and sub contracting is not allowed.

11. Stage payments

11.1 For initial One Time Fee

11.1.1 Finalization of the draft placement memorandum and filling of the same with the Securities and
Exchange Board of India (“SEBI”) – 30%
11.1.2 Finalization of the placement memorandum and filling of the same with the SEBI. – 50%
11.1.3 Completion of the whole transaction – 10%
11.1.3 After six months from completion of the transaction – 10%

11.2 Annual Fee – After completion of scope of work for each year – 100%

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12. Selection Criteria

12.1. MINIMUM ELIGIBILITY CRITERIA:

12.1.1. The Bidder should be a Valuer as defined in the Securities and Exchange Board of India
(Infrastructure Investment Trusts) Regulations, 2014 and registered for the asset class “Securities
or Financial Assets”

12.1.2. The Bidder should be a registered valuer under section 247 of the Companies Act, 2013 and
registered with the registration Authority under Rule 7(b) of the companies (Registered Valuers
and valuation) Rules 2017, as amended and should be a valuer member of a registered valuers
organization. (A true copy of the registration certificate to be submitted as proof along with
Certificate of Practice issued by the respective Registered Valuers Organization).

12.1.3. The bidder shall not be an associate of the Sponsor i.e. NHAI, or Investment Manager or Trustee
appointed for the Transaction.

12.1.4. The Bidder should meet the eligibility criteria mentioned in the said InvIT Regulations as
amended read with circulars and guidelines, notifications thereof and should have at least five
years of experience in valuation of infrastructure assets. Documentary evidence has to be
submitted in support of Bidders experience in carrying out assignment(s) of valuation of
infrastructure assets, to establish their experience requirement in line with the Securities and
Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014.

12.1.5. In case the Bidder entity/company is not meeting the requirement of minimum five years’
experience in valuation of infrastructure assets in terms of Regulation 21(1) of the InvIT
Regulations, then:

12.1.5.1 The signing partner/director’s experience in performing valuations for infrastructure assets may
also be considered.

12.1.5.2 In such a case:

(a) At least two partners/directors of the Bidder’s entity/company, as the case may be, should
have experience of five years each in the valuation of infrastructure assets. Documentary
evidence has to be submitted in support of at least two of Bidders’ partners/directors
experience in carrying out assignment(s) of valuation of infrastructure assets to establish
their experience requirement in line with the Securities and Exchange Board of India
(Infrastructure Investment Trusts) Regulations, 2014

(b) At least one partner/director of the Bidder’s entity/company should have completed at least
1 valuation assignment, for valuation of infrastructure assets, in the last 3 years, of a value
of at least Rs.1,000 crore (Rupees One Thousand crore) or more. Documentary evidence has
to be submitted in support of this experience.

(c) The Bidder entity/company should have completed at least at least 1 valuation assignment,
for valuation of infrastructure assets, in the last 3 years (A true copy of the certificate from
the client of the Bidder to be produced for successful completion of the asset valuation)

12.1.5.3 However, consideration of the signing partner/director’s experience in performing valuations

for infrastructure assets in terms of Regulation 21(1) of the SEBI InvIT Regulations, will be
subject to confirmation from SEBI. Such bids may be rejected at the discretion of NHAI /
Investment Manager in compliance with SEBI InvIT Regulations.

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 12.2. Post qualification of the minimum eligibility criteria, the bidder with the least financial quote
would be awarded the assignment.

12.3. For evaluating the Financial Proposal, the “One-time Fee” + “Annual Fee” for a period of 3 years
will be considered

13. Documents to be submitted for bids should be duly signed by the authorized representative of the bidder on
all pages.
13.1. Documents as required as per paragraph 12.1 “Minimum Eligibility Criteria” in this RFP.
13.2 Either power of attorney or an authority letter from Board/Managing Committee of the bidder entity should
be provided for authentication of the authorised signatory signing the bid document.
13.3. Undertakings in the format provided in the RFP.
13.4 Copy of certificate of incorporation of the LLP/Company.

14. Dispute Resolution

Any dispute arising out of the RFP, which cannot be amicably settled between the parties, shall be referred
to arbitration in accordance with the Arbitration and Conciliation Act, 1996 through a sole arbitrator being
appointed by Chairman, NHAI. The venue of the arbitration shall be at New Delhi.

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 Section 3:- Scope of work

1. Performing obligations and responsibilities of the Valuer in accordance with the InvIT Regulations
and applicable legal requirements including but not limited to

(a) Understanding the structure and the purpose of the proposed InvIT and undertaking the initial
valuation of all the InvIT assets to be transferred and include the same in the Offer Document.

(b) Conducting initial and periodic full valuation of the assets of the InvIT in accordance with
Regulation 21 of the InvIT Regulations and issuing a full valuation report including the
mandatory minimum disclosures as required under InvIT Regulations.

(c) Undertaking a full valuation of the specified project for any transaction of purchase or sale of
infrastructure projects if required under InvIT Regulations.

(d) In case of any material development that may have an impact on the valuation of the assets of
the InvIT, undertaking a full valuation of the assets within two months from the date of such
event and also disclose the same to the trustee and the designated stock exchanges within fifteen
days of such valuation in compliance with the regulatory requirements.

(e) The key scope for the valuation shall be in accordance with the applicable regulatory
requirements including but not limited to the following:

1) Obtaining financial and business information relating to the InvIT Assets;

2) Analysis of the information received;
3) Physical inspection of the InvIT Assets as required under Regulation 21(2) of the InvIT
Regulations;
4) Understanding the business operations through information provided;
5) Analysis of the supply-demand situation, the market trend and investment activities;
6) Review of documentations/agreements and business projections as provided;
7) Discussion with the Sponsor and/or Investment Manager to obtain clarification required for
valuation and information required to be disclosed in the valuation report as per the InvIT
Regulations; and
8) Determining the appropriate methodology for valuation and submission of valuation report
that will include the valuation methodologies considered, assumptions and various other
information as required to be disclosed in Schedule V of the InvIT Regulations
9) Any other scope of work incidental to the above scope in consultation with NHAI

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 Section 4:- Form of Financial Proposal
(On the letter head of the bidder)

Financial Proposal

From (Name & Address of the bidder)

To
The General Manager (F)
National Highways Authority of India,
G 5 & 6, Sector 10,
Dwarka,
New Delhi
Sub : Request for proposal (“RFP”) for appointment of Valuer for the
proposed Infrastructure Investment Trust by NHAI

Financial offer on firm basis must be submitted in the following manner (as given below):-

I. One-time Fees (For work to be done till the date of listing of Units)

Particulars Amount in Rs.

(exclusive of
applicable taxes)
One-time Fee to be charged to act as Valuer for the In Figures 3
proposed Transaction (For work to be done till the
date of listing of Units) In Words

II. Annual fee

Particulars Amount in Rs.

(exclusive of
applicable taxes)
Annual fees to be charged to act as Valuer for the In Figures 3
InvIT for each of the first 3 financial years after the
date of listing of Units In Words

III. Quotes should be exclusive of GST and other statutory taxes. Taxes will be paid extra (as applicable
from time to time).
IV. All payments are subject to TDS, if any, applicable as per the law in force.

Name & Signature of Valuer’s Authorized Signatory

Notes for the bidder

1. Minimum amount of fee to be quoted is Rs. 1.

2. NHAI shall not be made liable to increase any payment (gross up), reimburse / indemnify for any costs
or expenses in respect of a FATCA deduction on account of payments to the lender and / or the facility
agent.
3. All the sums payable shall be subject to deduction of applicable taxes.
4. The selected bidder shall have to sign the integrity pact in the format to be provided by NHAI.
5. Sub-contracting of the assignment will not be allowed. The appointed bidder shall be solely responsible
for all the required final deliverables

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 Section 5:-Undertakings
(On the letter head of the bidder)

To be provided with the financial bid.

We undertake that : -

1. We are eligible to undertake asset valuation in accordance with Section 247 of the Companies Act, 2013
and in terms of the SEBI (Infrastructure Investment Trusts) Regulations, 2014, as amended,

2. We have a valid registration certificate, issued by the Registered Valuers Organisation in accordance
with the Companies (Registered Valuers and Valuation) Rules, 2017 of the Bidder

3. We have not been blacklisted or declared as ineligible to act as the Valuer by the Central Government,
the State Government or any public undertaking, autonomous body, authority by whatever name called
under the Central or the State Government.

4. The proposal submitted hereunder shall remain valid for a period of at least 120 days from the last date
for submission of proposal.

5. No other cost/ expenses/taxes/levies shall be payable by NHAI except mentioned in Financial proposal.

6. Submission of the proposal by the Bidder shall constitute acceptance by the Bidder of all the terms and
conditions mentioned in this Request for Proposal. In the event of any contraction in the terms and
conditions as mentioned in RFP, NHAI decision shall prevail.

---------------------------------------------------------------------------------------------------------------------------------------

We accept all the terms & conditions as mentioned in the RFP. In the event of any contradiction in the terms and
conditions as mentioned in the RFP and our proposal/ offer to NHAI, the NHAI’s decision shall prevail.

Date & Place: Signature(s) and name(s) of

Authorized Signatory with Seal

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