gayatri projects limited - Edelweiss

GAYATRI PROJECTS LIMITEDOther Important Conditions1. The aggregate Equity share holding of the Consortium Members and their Associates as the case may be inthe issued and paid up equity share capital of the Concessionaire shall not be less than [a] 51% [fifty onepercent] during the Construction Period and for 3 [three] years following COD, and [b] 26% [twenty six percent] during the balance remaining Operations Period.2. The Concessionaire shall be entitled during the Operations Period and/or during Construction Period onlyafter completing at least 50 KMs of continuous stretch of the Project Highway, as certified by the IndependentConsultant, to levy and collect the Fees from the users of the Project Highway pursuant to and in accordancewith the Schedule of User Fee set forth in Schedule “G” and this Agreement.3. All rights and interests of the Concessionaire in and to the Project Highway shall pass to and vest in NHAI onthe Termination Date free and clear of all liens, claims, and Encumbrances without any further act or deed onthe part of the Concessionaire or NHAI and that none of Project Assets including materials, supplies orequipment forming part thereof shall be acquired by the Concessionaire subject to any agreement underwhich a security interest or other lien or Encumbrance is retained by any person save and except as expresslyprovided in this agreement.The Company was admitted as one of the participant to the project through Shareholders agreement enteredinto between the consortium and Gayatri Projects Limited.The major features of Shareholders Agreement are as under:Date of Agreement September 29, 2005Parties to the Agreement Nagarjuna Construction Company Limited, Maytas Infra Private Limited,Gayatri Projects Limited and Western UP Tollway LimitedProjectExecution of work relating to Improvement, Operation and Maintenace ofRehabilitation and Strengthening of existing 2-Lane road and widening to4-lane divided highway of Km 52.250 to Km 131.00 of NH-59 (Meerut-Muzaffarnagar Section) in the State of Uttar Pradesh on BOT basisAuthorised CapitalRs. 25,00,000 consisting of 2,50,000 equity shares having a par value ofRs. 10 each, which authorized share capital may be increased with theprior consent of the Parties in accordance with the provsions of thisAgreement, the Organisational Documents and Applicable laws.Percentage Interest (i) Nagarjuna Construction Company Limited together with its affiliates- 30%(ii) Maytas Infra Private Limited together with its affiliates - 30%Equity ContributionsShareholders Advance(iii) Gayatri Projects Limited together with its affiliates - 40%As and when required to fund the development, financing, constructionand operation and maintenance of the Project, but subject to the overalllimitation of the company’s authorized share capital, the Board of WUPTL,shall cause the Commpany to issue such Shares at par value as may berequired to raise funds for such activities. Each party hereby agrees tosubscribe for and acquire such shares as are issued to it, provided howeverthat no party shall be obligated to make any payment hereunder whichtogether with any advance made, in the aggregate, exceed such party’spercentage interest.If all the parties mutually but unanimously agree to contribute funding tothe Company prior to the issuance of shares, the shareholders can makenon interest bearing capital contribution (Shareholders Advance) inproportion to the percentage interest in the Company. Against thisShareholders Advance the relevant shares will be issued and allottedaccordingly26