joint venture agreement - fdcmfdcm.nic.in/pdf/3. jv agreement.pdf · request for qualification cum...

JOINT VENTURE AGREEMENT

BY AND BETWEEN

PROJECT COMPANY

AND

FOREST DEVELOPMENT CORPORATION OF

MAHARASHTRA LIMITED, NAGPUR

(ON BEHALF OF GOVERNMENT OF MAHARASHTRA)

PROJECT CONSULTANT:

CONSULTANCYSERVICES

PRIVATE LIMITEDISO CERTIFIED: 9001:2008

CAPITALSERVICESLIMITED

ISO CERTIFIED: 9001:2008

Setting up of Gorewada Zoo & Rescue Centre at Nagpur, Maharashtra on DBFOT basis in PPP ModeNAGPUR

Forest Development Corporation of Maharashtra Ltd.

Request for Qualification cum Proposal Joint Venture Agreement1Volume Two

Ashfaque Ahmed Consultancy Services Pvt. Ltd.


BY AND BETWEEN

PROJECT COMPANY

AND

FOREST DEVELOPMENTCORPORATION OF MAHARASHTRA LIMITED [ONBEHALF OFGOVERNMENT OF MAHARASHTRA]






This Joint Venture Agreement (“Agreement”) is made as on this [●] day of [●]________

BY AND BETWEEN

______________________, a limited company incorporated under Companies Act,2013, having its registered office at [●], India through its authorized representative_______________________ (hereinafter referred to as “(PC)”, which expression shall,unless it be repugnant to the context or meaning thereof, be deemed to mean andinclude successors and permitted assigns) of the FIRST PART;

AND

GOVERNMENT OF MAHARASHTRA represented by the FORESTDEVELOPMENT CORPORATION OF MAHARASHTRA LIMITED, a whollyowned Government Company of the Government of Maharashtra duly establishedunder the Companies Act, 1956 having its registered office at___________________________(hereinafter referred to as “FDCM” which expressionshall, unless repugnant to the context or meaning thereof, be deemed to mean andinclude its successors and permitted assigns) of the SECOND PART;

AND

{[_______________________, a limited company incorporated under the CompaniesAct, 2013 having its registered office at [●], India through its authorizedrepresentative_____________________(hereinafter referred to as “SelectedBidder/Confirming Party”, which expression shall, unless it be repugnant to thecontext or meaning thereof, be deemed to mean and include successors andpermitted assigns) of the OTHER PART;

OR

[_______________________, a limited company incorporated under the CompaniesAct, 2013 having its registered office at [●], India through its authorizedrepresentative_____________________(hereinafter referred to as “LeadMember/Confirming Party”, which expression shall, unless it be repugnant to thecontext or meaning thereof, be deemed to mean and include successors andpermitted assigns) of the OTHER PART]}





PC, FDCM and the Confirming Party are hereinafter, unless the context otherwiserequires, collectively referred to as the “Parties” and individually each as a “Party”.

WHEREAS

A. FDCM is established by the Government of Maharashtra inter-alia forimplementation of the recommendations of the National Commission onAgriculture regarding raising of manmade forests, as a wholly ownedGovernment Company of State of Maharashtra.

B. The Government of Maharashtra had decided and entrusted FDCM toestablish the Gorewada Zoo and Rescue Centre on design, build, finance,operate and transfer (the “DBFOT”) basis in accordance with the terms andconditions to be set forth in a Concession Agreement;

C. The FDCM had accordingly invited proposals by its [Notice/ Request forProposal No. *** dated ***] (the “Request for Proposal” or “RFP”) for shortlisting of bidders who would incorporate the Project Company (“PC”), whichwould be required to form the Joint Venture Company (“JVC”) with FDCM,for construction, operation and maintenance of the Project and had shortlistedcertain bidders including, inter alia, the {the selected bidder/ consortiumcomprising ……………………., ……………………. and …………………………(Collectively, the “Consortium”) with ………………….. as its lead member(the “Lead Member”)}. FDCM had also prescribed the technical andcommercial terms and conditions pursuant to the RFP.

D. After evaluation of the bids received, the Authority had accepted the bid ofthe {selected bidder/ Consortium} and issued its Letter of Award No. ……..dated ………….. (hereinafter called the “LOA”) to the {selected bidder/Consortium} requiring, inter alia, the incorporation of the PC and forming theJVC with FDCM, which shall execute the Concession Agreement within [●]days of the date of issue thereof.

E. In consideration of the mutual promises and agreements between the Partieshereto and to record the terms and conditions, the Parties are desirous ofentering into this Agreement to set forth their terms and conditions governingtheir relationship inter se and to record their respective rights and obligationsin relation to the management and functioning of the JVC and other incidentalmatters thereto.

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETOAND THIS AGREEMENT WITNESSETH AS UNDER:





ARTICLE 1DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS

In this Agreement, the following terms, to the extent not inconsistent with thecontext thereof, shall have the following meanings assigned to them herein below.Unless otherwise defined in this Agreement, the capitalised terms in this Agreementshall have the meanings given to them in the Concession Agreement. In thisAgreement, the capitalised terms used below shall have the following meanings

“Act” shall mean the Companies Act, 2013 and rules thereunder, as amended fromtime to time;

“Affiliate(s)” or “Associates” of a Party shall mean a company, which is under theControl, or Controls or is under the common Control of such Party; For purposes ofthis definition, “Control” means, in relation to either Party, the right to, directly orindirectly, control the affairs of any third party either by holding (i) more than 50 percent of the total voting rights in such third party concerned or (ii) of the compositionof the board of directors of such third party concerned;

“Affected Party” shall have the meaning ascribed thereto in Clause 13.1;

“Applicable Laws” means all laws, brought into force and effect by Government ofIndia (GOI) or the State Government including rules, regulations and notificationsmade thereunder, and judgements, decrees, injunctions, writs and orders of anycourt of record, applicable to this Agreement and the exercise, performance anddischarge of the respective rights and obligations of the Parties hereunder, as may bein force and effect during the subsistence of this Agreement;

“Applicable Permits” means all clearances, licences, permits, authorisations, noobjection certificates, consents, approvals and exemptions required to be obtained ormaintained under Applicable Laws in connection with the construction, operationand maintenance of the Project during the subsistence of this Agreement;

“Articles of Association” means the articles of association of the JVC;

“Board” or “Board of Directors” shall mean the board of directors of JVC;“Business” shall mean the business of the JVC that JVC will undertake pursuant tothe provisions of the Memorandum of Association and Clause 3.2 of this Agreement;





“Business Day” means a day on which banks are generally open for normalbusiness in Maharashtra, India;

“Chairman” means the Chairman of the Board of JVC for the time being;

“Closing” shall have the meaning ascribed in Clause 11;

“Chief Executive Officer (CEO) and Managing Director” means the chief executiveofficer and managing director of the JVC appointed in accordance with theprovisions of Clause 5.1.6;

“Change of Ownership” means a transfer of the direct and/or indirect legal orbeneficial ownership of any shares, or securities convertible into shares, that causesthe aggregate holding of the {selected bidder/ Consortium Members}, together with{its/their} Associates, in the total Equity to decline below (i) 51% (fifty one per cent)thereof during Construction Period and 2 (two) years thereafter; and (ii) 26%(twenty six per cent) thereof, or such lower proportion as may be permitted by theFDCM during the remaining Concession Period; provided that any materialvariation (as compared to the representations made by the Concessionaire duringthe bidding process for the purposes of meeting the minimum conditions ofeligibility or for evaluation of its application or Bid, as the case may be,) in theproportion of the equity holding of {the selected bidder/ any Consortium Member}to the total Equity, if it occurs prior to Commercial Operation Date (COD), shallconstitute Change in Ownership

“Concession Agreement” shall mean the agreement to be executed between the JVCand FDCM for providing concession to the JVC for development of the Project;

“Consortium” shall have the meaning set forth in Recital (C);

“Deadlock” shall have the meaning ascribed in Clause 5.2.8;

“Deadlock Matter” shall have the meaning ascribed in Clause 5.2.7;

“Effective Date” shall have the meaning ascribed thereto in Clause 9.1;

“Encumbrance” shall mean any:

(i) charge (whether fixed or floating), pledge, lien, hypothecation, assignment,deed of trust, security interest, non disposal undertaking or otherencumbrance of any kind securing or conferring any priority of payment in





respect of any obligation of any Person, including any right granted by atransaction which, in legal terms, is not the granting of security but which hasan economic or financial effect similar to the granting of security underApplicable Law, and ;

(ii) voting trust agreement, interest, option, refusal or Transfer restriction infavour of any Person;

“Equity” means the sum expressed in Indian Rupees representing the paid upequity share capital of the JVC for meeting the equity component of the Total ProjectCost, and shall for the purposes of this Agreement include convertible instrumentsor other similar forms of capital, which shall compulsorily convert into equity sharecapital, and any interest-free funds advanced by any shareholder of the JVC formeeting such equity component,

“Fair Price” shall have the meaning ascribed thereto in Clause 10.3.3;

“Fee” shall have the same meaning ascribed to it in the Concession Agreement;

“Force Majeure Event” means (i) war (whether declared or undeclared), invasion,armed conflict or act of foreign enemy in each case involving or directly affectingIndia; (ii) revolution, riot, insurrection or other civil commotion, act of terrorism orsabotage in each case; (iii) nuclear explosion, radioactive or chemical contamination;(iv) strikes, working to rule, go-slows and/or lockouts which are in each casenationwide or state wide in the State of Maharashtra; (v) any Act of God, such as,effect of the natural elements, including lighting, fire, earthquake, tidal wave, flood,storm, cyclone, typhoon or tornado; (vi) epidemic or plague; (vii) change inApplicable Law; (viii) the act or omission or delay of any Governmental Authority,not caused due to reasons attributable to the party claiming Force Majeure, whichprevents or causes a delay in the implementation of the Project; (ix) expropriation,creeping expropriation, requisition, confiscation, nationalization, export or importrestrictions;

Provided that each of the event is beyond the reasonable control of the Partyclaiming Force Majeure, which could not have been prevented by exercise ofreasonable care on the part of such Party (including its Affiliates or any of theirrespective employees, servants or agents) and which could not have been reasonablyforeseen, and directly affects the Project or the ability of a Party to perform itsobligations under this Agreement;





“Financial Year” shall mean the financial year of the JVC, which shall end on March31 of each calendar year;

“Good Industry Practice” means the practices, methods, techniques, designs,standards, skills, diligence, efficiency, reliability and prudence which are generallyand reasonably expected from a reasonably skilled and experienced operatorengaged in the same type of undertaking as envisaged under this Agreement andwhich would be expected to result in the performance of its obligations by the JVC inaccordance with this Agreement, Applicable Laws and Applicable Permits inreliable, safe, economical and efficient manner;

“Government” means, as the context may require, Government of Maharashtra;

“Governmental Authority” means any government authority, regulatory authority,statutory authority, government department, agency, commission, board, tribunal orcourt, a rule or regulation making entity having or purporting to have jurisdiction inIndia or any state or other subdivision thereof or any municipality, district or othersubdivision thereof;

“Gorewada Zoo and Rescue Centre” means the Bio-park, Bird park, Indian Safari,African & Night safaris, Trail of Senses, Deep Time Trail, Tribal Village Trail,Wildlife reserve, Rescue centre and all other ancillary facilities created, or, proposedto be created on the 1914 Ha forest land situated at village Gorewada, Tahsil &District Nagpur as a part of this project;

“Internal Accruals” shall mean such cash inflows either as fees, receivables,proceeds and money received from any other source in relation to and in respect ofthe JVC Project as may be received from time to time in the ESCROW Account.

“Project” shall have the same meaning ascribed to it in 2.1.1;

“Memorandum of Association” shall mean the memorandum of association of theJVC;

“Person” shall include an individual, an association, a corporation, a partnership, ajoint venture, a trust, an unincorporated organisation, a joint stock company or otherentity or organisation, including a government or political subdivision, departmentor an agency or instrumentality thereof and/or any other legal entity;

“Project Agreements” means this Agreement, Concession Agreement, theagreements for financing the development of the Project, EPC Contracts, O&M





Contracts and any other agreements including consultancy contracts that may beentered into by the JVC with any Person in connection with matters relating to,arising out of or incidental to the Project;

“Right of Way” means the de-facto possession of the Site, together with all wayleaves, easements, unrestricted access and other rights of way, howsoever described,necessary for construction, operation and maintenance of the Gorewada Zoo andRescue Centre in accordance with this Concession Agreement;

“Rs.” or “Indian Rupees” means the lawful currency of India;

“PC” shall have the meaning ascribed to it in Recital C;

“Shares” shall mean and include (1) Equity share capital (2) preference share capital(3) share application money if converted into Equity share capital (4) unsecured /subordinated loans brought in by Lead Member /Consortium or its associate /affiliates (5) compulsory convertible debentures of the JVC or any other form ofinvestment unconditionally and irrevocably contributed to the JVC in consonancewith the terms of the Concession Agreement;

“Shareholding” shall have the meaning ascribed to it in Clause 4.2;

“Shareholder” shall mean, individually each of PC and FDCM and collectively all ofthem.

“Site” shall have the meaning ascribed to it in the Concession Agreement;“Transfer” means and includes any direct or indirect sale, assignment, lease,transfer, pledge, gift, or other disposition of or the subjecting to an Encumbrance of,any property, asset, rights or privilege or any interest therein or thereto.

“User” shall have the meaning ascribed to it in the Concession Agreement;

1.2 INTERPRETATION

In this Agreement, unless the context otherwise requires:

1.2.1 words importing singular shall include plural and vice versa;

1.2.2 paragraphs and annexure headings are for reference only and shall not affectthe construction or interpretation of this Agreement;





1.2.3 references to Clauses are references to Clauses of and to this Agreement;

1.2.4 reference to any agreement, including this Agreement, deed, document,instrument, rule, regulation, notification, statute or the like shall mean areference to the same as may have been duly amended, modified or replaced.For the avoidance of doubt, a document shall be construed as amended,modified or replaced only if such amendment, modification or replacement isexecuted in compliance with the provisions of such document(s);

1.2.5 time periods within or following which any payment is to be made or act is tobe done shall be calculated by excluding the day on which the periodcommences and including the day on which the period ends and byextending the period to the following working day if the last day of suchperiod is not a working day;

1.2.6 any reference to time shall, except where the context otherwise requires, beconstrued as a reference to the time in India. Any reference to the calendarshall be construed as reference to the Gregorian calendar;

1.2.7 reference to any applicable law includes a reference to such applicable law asamended re-enacted or supplemented from time to time and any rule orregulation made there under;

1.2.8 the rule of construction, if any, that a contract should be interpreted againstthe Party(ies) responsible for the drafting and preparation thereof, shall notapply;

1.2.9 the terms “herein”, “hereof”, “hereto”, “hereunder” and words of similarpurport refer to this Agreement as a whole;

1.2.10 the use of the word “including” followed by specific example(s) in thisAgreement, shall not be construed as limiting the meaning of the generalwording preceding it; and

1.2.11 “writing” shall include typewriting, printing, lithography, photography andother modes of representing words in a legible form (other than writing on anelectronic or visual display screen) or other writing in non-transitory form.





ARTICLE 2

PROJECT2.1 PROJECT

2.1.1 The Project shall mean and include the design, build, finance, operate andtransfer (“DBFOT”) of the Gorewada Zoo and Rescue Centre on publicprivate partnership (“PPP”) , in accordance with the provisions of theConcession Agreement and includes all works, services and equipmentrelating to or in respect of the Gorewada Zoo and Rescue Centre (“Project”).

For the avoidance of doubt, the Project shall also mean and include anydevelopment on the Site, or any part thereof, and collection of Fee, ascontemplated in this Agreement and the Concession Agreement.

2.1.2 PC and FDCM agree that the Project shall be implemented by them throughthe instrumentality of the JVC, in accordance with the provisions of thisAgreement.





ARTICLE 3

INCORPORATION OF THE JVC

3.1 JVC

3.1.1 The Parties shall procure that, no later than 45 days from the execution hereof,the Parties shall incorporate the JVC as a limited liability company under theprovisions of the Companies Act, 2013 under the name and style of GorewadaZoo & Rescue Centre or such other name as may be mutually agreed betweenthe Parties. The registered office of the JVC shall be located in the State ofMaharashtra.

3.1.2 The Parties agree that the Articles of Association and Memorandum ofAssociation shall be approved by both PCand FDCM and shall, as far aspossible and as permissible by Applicable Law, incorporate the provisions ofthis Agreement. The Parties further agree that in the event of any conflictbetween the terms of this Agreement and the Articles of Association and/orMemorandum of Association, the terms and conditions of this Agreementshall prevail and take precedence as amongst the Parties hereto.

3.1.3 The JVC shall perform the functions and discharge the obligations set outherein and the Parties shall ensure that all steps as may be necessary toauthorise and oblige the JVC shall be taken, including but not limited toexecution of necessary agreements with the JVC.

3.1.4 The PC shall bear all the cost of incorporation of the JVC and all related andincidental costs.

3.1.5 The PC shall subscribe to 49% Shares and FDCM shall subscribe to 51%Shares of the JVC and shall always adhere to this Shareholding during theTerm of this Agreement.

3.1.6 Subject to the provisions of the Act and the Articles, each fully paid Shareshall carry one vote.

3.1.7 The JVC shall at all times be managed and operated as an independententerprise for the benefit of the Shareholders. Except as expressly authorizedin this Agreement, the JVC shall not at any time engage in dealings ortransactions with any Party or its Affiliates on terms more favourable thanwould be accorded to an independent, non-affiliated person or company. It is





hereby expressly agreed between the Parities that all related party dealings ortransactions will not be permitted unless unanimously approved by theParties in accordance with the terms and conditions of this Agreement.

3.2 Sole purpose of the JVC

The JVC shall be set up for the sole purpose of exercising the rights andobserving and performing its obligations and liabilities under ConcessionAgreement and the JVC or any of its subsidiaries shall not, except with theprevious written consent of the PC and FDCM, be or become directly orindirectly engaged, concerned or interested in any business other than asenvisaged herein subject to the Memorandum and Articles of Association ofthe JVC and including such other business as may be approved by the Boardfrom time to time in accordance with terms hereof, the JVC’s business shall bethe execution and performance of the Gorewada Zoo and Rescue Centre(the"Business") in accordance with the terms of the Concession Agreement andthe financing documents executed / to be executed by the Company with itslenders rendering financial assistance in respect of the Project. Subject to theterms hereof, the Shareholders agree to use their reasonable endeavours topromote and carry out the Business and to provide such technical and otherassistance to the JVC as is within its scope of expertise at all times during theterm of this Agreement.

3.3 Functions and Responsibilities of the Parties

3.3.1 JVC

The Parties procure that the JVC shall and they shall cause the JVC to, assumeand undertake the following functions and responsibilities:

(a) In order to enable the JVC to undertake the principal Business andperformance of any or all of the obligations under this Agreement, theParties agree that the functions and responsibilities specified in Part Aof Schedule A, including any other matter necessary and/or incidentalto the development, construction, operation and maintenance of theGorewada Zoo and Rescue Centre shall be undertaken exclusively by theJVC.

(b) To ensure that the JVC is duly authorised and empowered toundertake the Project and carry out its functions specified in Part A ofSchedule A, PCand FDCM shall take such steps as may be necessary,





including but not limited to, delegating and assigning appropriatepowers necessary and required under Applicable Law, to the JVC, asenvisaged under this Agreement and in accordance with ApplicableLaw.

3.4.2 FDCM

(a) The functions and responsibilities of FDCM in relation to the Projectshall be as detailed in Part B of Schedule A.

(b) FDCM shall undertake the aforesaid roles and responsibilities in terms of thisAgreement; such roles and responsibilities being undertaken by FDCM shallbe treated as FDCM’s contribution to the JVC and the JVC shall issue equityshares at par value to FDCM equivalent to 51% of the Equity in the JVC.

3.4.3 PC

(a) The functions and responsibilities of PC shall be as detailed in Part C ofSchedule A.

(b) PC shall expend/infuse its Equity and thereafter the loan funds remainingto be disbursed by the Senior Lenders under the Financing Agreements in theEscrow Account pursuant to which the Grant shall be proportionatelyreceived by the JVC from the FDCM pursuant to the ConcessionAgreement.

ARTICLE 4

SHARE CAPITAL AND FUNDING

4. SHARES AND SHARE CAPITAL





4.1 The JVC shall initially have an authorised share capital of Rs. 10,00,000/- (Rs.Ten lakh only) comprising of 1,00,000 (One lakh only) equity shares of thevalue of Rs. 10/- (Rs. Ten only) each.

4.2 At the time of incorporation of the JVC, PC shall subscribe to and pay for49,000 (Forty nine thousand only) Shares and FDCM shall subscribe to andpay for 51,000 (Fifty one thousand only) Shares, in cash or such other form asmay be mutually determined between the Parties. Upon subscription of theShares, the PC shall hold 49% and FDCM shall hold 51% of the issued,subscribed and paid-up equity capital of the JVC (“Shareholding”). TheParties further agree that at all times during the Term, the aggregate Equityheld by FDCM in the issued, subscribed and the paid-up equity share capitalof the JVC shall be not be less than 51%.Unless otherwise agreed between theParties, subscription of the Equity from the Effective Date, by the saidShareholders shall always be accomplished in a manner such that the effectiveshareholding of each of the said Shareholders in the Company, with respect toEquity on a fully diluted and aggregate basis shall be as follows:

Name of the Shareholder(as on Effective Date)

Percentage Shareholding

PC 49%FDCM 51%Total 100%

4.3 The JVC shall issue further Shares for meeting the Equity and in such event,PC shall be entitled to subscribe to and purchase the number of Shares inproportion to its existing Shareholding in the JVC and FDCM shall be issuedsuch number of Shares in proportion to its existing Shareholding for noadditional consideration/costs to be paid by FDCM, such that each Party i.e.PC and FDCM, shall continue to have Shareholding in the JVC in accordancewith the terms of clause 4.2 hereof.The JVC shall issue and allot, from time totime such number of Shares to the said Shareholders, on such terms andconditions, as may be approved in the meeting of Shareholders/ Boardprovided that all monies infused in the JVC by each of the said Shareholderstowards subscription of Equity shall not exceed their respective Shareholdingas mentioned in clause 4.2 hereinabove. For avoidance of doubt, it is clarifiedthat for the purposes of this Clause, all monies due and payable to the JVC bythe PC for purchase of further issue of the Shares shall be credited to theEscrow Account opened pursuant to the Escrow Agreement.





4.4 In the event additional funding is required in the JVC for meeting the shortfallin the Total Project Cost, the PC shall obtain such funding through third partydebt. If such funding is not available, the PC shall invest its own funds (in theform and manner acceptable to FDCM) in the most tax efficient manner,provided that such funding shall in no event result in any change of theShareholding either directly/indirectly specified in Clause 4.2 of thisAgreement.

4.5. Debt

4.5.1 Any future funding requirements of the JVC should be met foremost from theInternal Accruals of the JVC. In the event, the Internal Accruals areinsufficient to meet such funding requirement, the JVC may procure suchadditional funds (in the form of debt, debentures, or other instruments whichshall not have any right to convert to voting shares) to be provided by thirdparty financiers/bank/financial institutions, within such period and on suchterms as may be agreed by the Board subject to written consent ofShareholders.

4.5.2 Notwithstanding anything contained in this Agreement, the Shareholders cancreate any Encumbrance:

(i) In favour of any bank or financial institution from whom the JVC hasavailed any loan/debt; or

(ii) The JVC has assumed any loan/debt of any bank or financial institution,in respect of the Project.

ARTICLE 5

MANAGEMENT

5. THE BOARD AND MANAGEMENT

5.1 COMPOSITION





5.1.1 The Board shall comprise of 7 Directors in total, out of which 3 Directors shallbe appointed by the PC and 4 Directors shall be appointed by FDCMthroughout the Term.

5.1.2 Subject to the provisions of the Act, the PC and FDCM shall each be entitledto nominate alternate Directors for each of the Directors it is entitled tonominate. Such appointment of alternate Directors shall take place as the firstitem of business at the Board meeting following receipt by the JVC of suchnomination.

5.1.3 PC and FDCM in their respective capacity as Shareholders shall elect andcause to be elect as Directors the candidates so nominated and shall causetheir Directors to appoint as Directors and/or alternate Directors thecandidates so nominated.

5.1.4 Each Party in its sole discretion shall have the right to replace any Director,including any alternate Director nominated by it at any time and withoutcause, and the Parties shall both undertake all necessary action to ensure theformal election of such replacement Director as the first item of business at thenext occurring Board meeting.

5.1.5 The appointment or removal of Directors shall be made by a notice in writingaddressed to the JVC by the respective Parties.

5.1.6 The Chairman of the JVC shall be nominated by the FDCM and shall be fromamongst one of the directors appointed by FDCM. The Chairman shall have acasting vote in case of a tie at any Board meeting or at any General Meeting.

5.1.7 The CEO & Managing Director shall be nominated by PC and shall be fromamongst one of the directors appointed by PC. It is further agreed that theCEO & Managing Director shall be appointed for a minimum term of 5 yearsfrom the date of appointment.

5.1.7 Subject to the provisions of the Act and the Articles of Association, the JVCshall be managed by the Board, who may exercise all such powers of the JVCas are not by the Act or by the Articles of Association required to be exercisedby the JVC in the General Meeting, subject to this Agreement.

5.1.8 The Parties mutually agree that except the reserved items specified inSchedule B] (“Reserved Matter”)all resolutions and decisions of the Boardshall require the majority approval of the Board. The Parties further agree that





all decisions with respect to the Reserved Matters shall require the unanimousapproval of the Directors present or represented at the meeting.

5.2 BOARD MEETINGS

5.2.1 The Board shall meet at least once in every calendar quarter at a locationdetermined by the Board at its previous meeting or thereafter with theconcurrence of the Chairman. The Board may meet more often from time totime as it deems necessary.

5.2.2 Subject to the provisions of the Act, at least 14 days written notice of everyBoard meeting shall be given to every Director and every alternate Director attheir usual address whether in India or abroad, provided always that ameeting may be convened by a shorter notice than 14 days with consent of allthe Directors.

5.2.3 The notice of each Board meeting shall include an agenda setting out thebusiness proposed to be transacted at the meeting. Unless waived in writingby all Directors, any item not included in the agenda of a meeting shall not beconsidered or voted upon at that meeting of the Board.

5.2.4 Each Party shall cause the Directors nominated by such Party to vote at Boardmeetings to appoint every alternate Director appointed by the respectiveParties.

5.2.5 The quorum for a Board meeting shall be 5 Directors nominated by PC andFDCM present and voting, out of which at least 3 shall be the Directorsappointed by FDCM. There shall be no quorum unless minimum of 5 Directornominated by PC and FDCM are present at the meeting.

5.2.6 Subject to provisions of the Act, all decisions of the Board shall require themajority vote of the Directors present at the meeting save and except theReserved Matters. However, in the event that the Directors are unable toreach a majority decision on any matter, within [15] business days of suchresolution first being tabled at the Board meeting, the subject of any suchresolution before them shall be referred immediately to the Shareholders.

5.2.7 If the Shareholders cannot reach agreement on any matter referred to themunder Clause 5.2.6 then within 15 business days of that matter being referredto them (a “Deadlock Matter”), the Shareholders shall refer the Deadlock





Matter to their respective Chairman / CEO for resolution. Either chairman /CEO of a Shareholder may nominate an independent third party acceptable tothe other chairman / CEO to act as mediator to assist them to resolve theDeadlock Matter.

5.2.8 Notwithstanding anything contained in this Agreement, if the DeadlockMatter cannot be resolved by the chairman / CEO of the respectiveShareholders within 15 business days of the matter being referred to them, adeadlock shall be deemed to exist (“Deadlock”) and the provisions of Clause10.4 shall apply.

5.2.9 It is clarified that pending the resolution of a Deadlock Matter, as specifiedhereinabove, the Parties shall ensure that the same does not in any mannerwhatsoever obstruct the smooth operation and functioning of the JVC.

5.2.10 A resolution by circulation shall be as valid and effectual as a resolution dulypassed at a meeting of the Directors called and held provided it has beencirculated in draft form, together with the relevant papers, if any, to all theDirectors and has been approved by the majority of the Directors, entitled tovote thereon.

5.2.11 The Parties shall bear the travel, board and lodging expenses incurred by theDirectors nominated by them in attending Board meetings, General Meetings,and other official business for Directors of the JVC.

5.3 MANAGEMENT

5.3.1 The Board of the JVC shall delegate the management of the Business to a teamof professionals employed by the JVC.

5.3.2 The CEO and Managing Director shall be responsible for the day-to-dayoperations and management of the JVC, subject to the direction,superintendence and control of the Board.

5.3.3 All appointments of professional managers for key management positions ofthe JVC shall be determined by the JVC in accordance with the rules andregulations framed by the Board of the JVC..





ARTICLE 6

GENERAL MEETINGS OF SHAREHOLDERS

6. GENERAL MEETINGS

6.1 The quorum for all General Meetings shall be all the Shareholders present inperson. No quorum shall arise unless all the Shareholders are represented atsuch meeting. A corporate shareholder represented by a duly authorisedrepresentative shall be deemed to be present in person for purposes of thisClause 6.1. If there is no quorum present in a General Meeting, there shall beno voting at such meeting.

6.2 The Board may convene a General Meeting. The Board shall proceed toconvene a General Meeting if so requisitioned in accordance with theprovisions of the Act by either of the Parties or by at least Five Directors.

6.3 Every resolution to be passed at a General Meeting, whether voted in personor by proxy in accordance with the Act.





ARTICLE 7

MISCELLANEOUS

7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THEPARTIES

7.1 Each of the Parties represents and warrants that:

(a) where relevant it is validly incorporated/established and is in good standingunder the laws of India;

(b) such party has full power, capacity and authority to execute, deliver andperform this Agreement and has taken all necessary action (corporate,statutory, contractual or otherwise) to authorize the execution, delivery andperformance of this Agreement;

(c) this Agreement has been duly executed and delivered by such party andconstitutes a legal valid and binding obligation of such party, enforceableagainst such party in accordance with its terms;

(d) the execution, delivery and performance by such party of this Agreement andthe acts and transactions contemplated hereby do not and will not, with orwithout the giving of notice or lapse of time or both, violate, conflict with,require any consent under or result in a breach of or default under:

(i) any law to which it is subject; or

(ii) any order, judgment or decree applicable to it; or

(iii) any term, condition, covenant, undertaking, agreement or otherinstrument to which it is a party or by which it is bound;

(e) there are no legal, quasi-legal, administrative, arbitration, mediation,conciliation or other proceedings, claims, actions, governmentalinvestigations, orders, judgments or decrees of any nature made, existing, orpending or, to the best knowledge of such party, threatened or anticipatedagainst such party which may prejudicially affect the due performance orenforceability of this Agreement or any obligation, act, omission ortransactions contemplated hereunder; and





(f) that it will comply with all Applicable Laws, regulatory requirements inconnection with the performance of its obligations under this Agreement, andwill not do or permit anything to be done which might cause or otherwiseresult in a breach of this Agreement or cause any detriment to the transactionsherein envisaged.

7.2 The PC represents and warrants that:

(a) it shall at no time undertake or permit any Change in Ownership and that the{selected bidder/ Consortium Members}, together with {its/ their} Associates,hold not less than 51% (fifty-one percent) of its issued and paid up Equity ason the date of this Agreement; and that no member of the Consortium whosetechnical and financial capacity was evaluated for the purposes of pre-qualification and short-listing in response to the Request for Proposal shallhold less than 26% (twenty six per cent) of such Equity during theConstruction Period;

(b) {the selected bidder/ Consortium Members and its/their} Associates have thefinancial standing and resources to fund the required Equity and to raise thedebt necessary for undertaking and implementing the Project in accordancewith this Agreement; and

(c) all information provided by the {selected bidder/ Consortium Members} inresponse to the Request for Proposals or otherwise, is to the best of itsknowledge and belief, true and accurate in all material respects.

8. ACCOUNTING AND FINANCE

8.1 The JVC shall keep true and accurate accounting records of all operations, andsuch records shall be open for inspection by each Party or by its dulyauthorised representatives at all times during normal business hours and withsufficient notice so as not to disrupt the JVC’s operations.

8.2 The financial statements of the JVC shall be audited at the JVC’s expense byan independent certified accounting firm selected by mutual agreementbetween the Parties.

8.3 The JVC shall submit to the Parties quarterly accounting reports in a form tobe mutually agreed upon between the Parties.





8.4 During office hours of the JVC, the Parties shall have full access to, and rightto make copies of, all books of account, records and the like of the JVC. Anyinformation obtained by the Parties through exercise of this right of accessshall (i) be used by such Party only for purposes, which are consistent with itsstatus as a Shareholder and not for the pursuit of business interests outsidethat of the JVC and (ii) be subject to the confidentiality provisions of Clause12.

8.5 Notwithstanding anything to the contrary contained in this Agreement, thePC and/or FDCM shall have the right, but not the obligation, to appoint at itscost from time to time and at anytime, another auditor to audit and verify allthose matters, expenses, costs, realisations and things which the JVC’s auditoris required to do, undertake or certify pursuant to this Agreement.

8.6 Declaration and distribution of any dividend or repayment of Shareholdersloans or, as the case may be, any other distribution of funds to theShareholders shall be decided by a unanimous vote of the Board.

8.7 The Financial Year of the JVC shall comprise a period of twelve monthscommencing on 1 April and ending on 31 March of the following calendaryear. The first Financial Year shall be for the period commencing from thedate of incorporation of the JVC ending on 31 March of the following calendaryear.

9. EFFECTIVE DATE

9.1 This Agreement shall take effect from the date of its execution by the Parties(“Effective Date”).

10. TERM AND TERMINATION

10.1 TERM

This Agreement is intended to be of enduring nature having regard to themutual objectives and stipulations in this Agreement and shall take effect asof its execution and shall continue in force until termination of the ConcessionAgreement.

10.2 TERMINATION





Without prejudice to any claim for any antecedent breach, any Party shall beentitled at its option, on the happening of any of the following events, toterminate this Agreement:

(a) by giving to the other Party 60 (Sixty) days written notice if the otherParty becomes or is declared bankrupt, insolvent or goes intovoluntary or compulsory liquidation, except for the purpose ofamalgamation or reconstruction; or

(b) by giving to the other Party 60 (Sixty) days written notice if anydistress or attachment is levied, or any receiver is appointed in respectof the business or a substantial part of the property or assets of theother Party, or if it takes any similar action in consequences of debt; or

(c) by giving to the other Party 60 (Sixty) days written notice if there is aGovernment expropriation, nationalisation or condemnation of all orsubstantial part of the assets or capital stock of the other Party; or

(d) by notice in writing to the other Party, if the other Party is in materialbreach of any provision of this Agreement and such breach has notbeen remedied (to the reasonable satisfaction of the Party not inbreach) within 60 (Sixty) days of notice of such breach having beenserved on that Party by the other Party;

(e) by notice in writing to the other Party if any direction or order fromany authority in India or any change in applicable statutes, rules andregulations or Government policy is made which prevents orsignificantly impairs the implementation of this Agreement or directlyor indirectly so restricts the scope and exercise of the right of eitherParty as concerns the JV so as to render its objectives effectivelyimpossible or

(f) upon termination of the Concession Agreement.

10.3 CONSEQUENCES OF TERMINATION

10.3.1 The termination of this Agreement shall not relieve any Party of anyobligation or liability accrued prior to the date of termination.





10.3.2 If this Agreement shall terminate pursuant to Clause 10.2 then any Partyelecting to terminate this Agreement shall have, without prejudice to anyother rights or remedies it may have to require the Party in default underClause 10.2 to Transfer its Shares to the non-defaulting Party. The price atwhich such Shares shall be transferred shall be the Fair Price as defined inClause 10.3.3.

10.3.3 The Auditors shall be instructed by the JV to certify in writing simultaneouslyto both Parties the amount which, in their opinion, represents the fair marketvalue (“Fair Price”) of the Shares by applying valuation principles generallyaccepted and currently practiced in India. It is hereby clarified that thesevaluation principles should, inter alia, take into consideration a transactionbetween a willing buyer and a willing seller who are not rushed to complete atransaction and consequently act under forced sale circumstances. It is furtheragreed that in so certifying, the Auditors shall be considered to be acting asexperts and not as arbitrators. The cost of obtaining such certification by theAuditors shall be equally borne and paid for by each of the Parties.

10.3.4 The Parties shall promptly provide required information and documents inobtaining the requisite Governmental or statutory approvals to implement theprovisions of this Clause 10.

10.3.5 The Party entitled to or obliged to purchase the Shares may nominate or causeany other person or party to purchase the Shares.

10.3.6 During the term of this Agreement and until the Party entitled or obliged topurchase Shares in accordance with this Clause 10 actually purchases theShares, PC and FDCM shall each use reasonable efforts to maintain andpreserve the Business and the best interest of the JVC.

10.3.7 The foregoing shall not limit the ability of either Party to seek legal andequitable remedies related to a material breach by the other Party or thefailure of the other Party to perform any other duty or obligation under thisAgreement.

10.4 TERMINATION PURSUANT TO A DEADLOCK

In the event that a Deadlock is not resolved by the Parties within the timeperiod specified in Clause 5.2.8, unless the Parties agree otherwise, FDCMshall, within 10 (Ten) days of the expiry of the time period referred to inClause 5.2.8, notify PC in writing that the PC shall sell the PC’s Shares in the





JVC to an identified third party which shall be nominated by FDCM. Theprice at which such Shares shall be transferred shall be the Fair Price asdefined in Clause 10.3.3. For avoidance of doubt, it is clarified that till suchtime the nominated third party is not identified by FDCM, the PC shallcontinue to act in the capacity of the Shareholder of the JVC. FDCM may electto purchase all of the PC Shares at a price and upon terms and conditions tobe mutually agreed]

11. CLOSING AND POST CLOSING OBLIGATIONS OF PARTIES

11.1 At the Closing, the Parties shall cause a meeting of the Board to be held toconsider and approve, among other matters, the following:

(a) recording and election of Directors nominated by PC and FDCM inaccordance with this Agreement;

(b) issuance and allotment to each Party the respective number of Sharessubscribed by it and upon such allotment, the Parties shall cause the jointsignatories of the share subscription account to release the subscriptionamount to the JVC.

11.2 Upon Closing FDCM and the PC shall execute the Concession Agreement forundertaking the Project.

11.3 Upon Right of Way, the JVC shall be responsible for obtaining all statutoryapprovals and FDCM will assist and facilitate the obtaining of suchapprovals.

12. CONFIDENTIALITY

12.1 Each of the Parties shall procure that during the term of this Agreement andafter termination for a period of 10 years keep confidential and cause theirrespective Affiliates, directors, representatives, employees and agents, as thecase may be, to keep confidential any confidential information which anysuch persons may acquire in relation to the transactions contemplated by thisAgreement or in relation to the employees, clients, business or affairs of anyother Party and shall not use or disclose such information except with theconsent of the other Party. The restrictions in this Clause 12 shall not apply toany information:





(a) which is at the date of this Agreement publicly available other than throughbreach of this Agreement by any Party;

(b) which was known to the Party, as evidenced by its written records, prior to itreceiving such confidential information;

(c) which subsequently comes lawfully into the possession of the disclosing Partyby a third party which did not require any obligation of confidentiality; or

(d) which is required to be disclosed in accordance with the requirements of law,any Governmental Authority, any stock exchange regulation or any bindingjudgment, order or requirement of any court or other competent authority.

For the purpose of this Clause “confidential information” means all the informationof a confidential nature disclosed (whether in writing, verbally or by any othermeans and whether directly or indirectly) by a party to the other party whetherbefore or after the date of this Agreement.

13. FORCE MAJEURE

13.1 If either Party (“Affected Party”) is prevented from performing its obligationunder this Agreement from causes which are beyond its reasonable control,such as, but not limited to, strikes, labour controversies, fires, Acts of God orelements, acts of terrorism, embargoes or governmental orders or restrictions,the affected Party shall be excused for non-performance of its obligationduring the period such cause continues to exist, but if such cause continues toexist and prevents performance by the affected Party of its obligation for morethan 12 months, the other Party shall have the right to forthwith terminatethis Agreement effective upon delivery to the affected Party of written noticeof such termination.

14. NOTICES

14.1 Any notice pursuant to this Agreement shall be in writing signed by (or bysome person duly authorised by) the person giving it and may be served bysending it by facsimile, prepaid recorded delivery or registered post





addressed as follows (or to such other address as shall have been dulynotified in accordance with this Clause):

If to PC:[●][●][●][●]

If to FDCM:

[●][●][●][●]

14.2 All notices given in accordance with Clause 14.1 shall be deemed to have beenserved as follows:

(a) if delivered by hand, at the time of delivery; or

(b) if posted, at the expiration of 6 (six) days after the envelope containing thesame was delivered into the custody of the postal authorities; or

(c) if communicated by facsimile, on receipt of confirmation of successfultransmission; or

(d) by electronic transmission.

14.3 All notices communicated by facsimile shall be followed by a copy thereofbeing sent by post to the addressee.

15. GOVERNING LAW, DISPUTE RESOLUTION AND JURISDICTION

15.1 In the event any dispute arises between the Parties out of or in connectionwith this Agreement, including the validity thereof, the Parties hereto shallendeavour to settle such dispute amicably in the first instance. The attempt tobring about an amicable settlement shall be treated as having failed as soon asone of the Parties hereto, after reasonable attempts, which shall continue for





not less than 15 (Fifteen) days, gives a notice to this effect, to the other party inwriting.

15.2 In case of such failure, the dispute shall be referred to a sole Arbitrator, whoshall be appointed by FDCM. The Arbitration proceedings shall be governedby the (Indian) Arbitration and Conciliation Act, 1996 and shall be held inNagpur, India. The language of arbitration shall be English.

15.3 The Parties submit to the jurisdiction of the courts of Maharashtra.

15.4 This Agreement shall be interpreted in accordance with Indian law.

16. CAPTIONS

16.1 The captions and titles in this Agreement are for the convenience of referenceonly, and shall not be deemed to define or limit any of the terms, conditions,or provisions of this Agreement.

17. BINDING EFFECT AND INVALIDITY

17.1 All terms and conditions of this Agreement shall be binding upon and inureto the benefit of and be enforceable by the legal representatives and assigns ofthe Parties.

17.2 The Parties agree that if any of the provisions of this Agreement is or becomesinvalid, illegal or unenforceable, the validity, legality or enforceability of theremaining provisions shall not in any way be affected or impaired.Notwithstanding the foregoing, the Parties to this Agreement shall thereuponnegotiate in good faith in order to agree the terms of a mutually satisfactoryprovision, achieving as nearly as possible the same commercial effect, to besubstituted for the provision so found to be void or unenforceable.

18. ENTIRE AGREEMENT

18.1 This Agreement sets forth the entire Agreement and understanding betweenthe Parties in connection with the subject matter hereof and no Party hasrelied on any representation of any other save for any representationexpressly set out herein. This Agreement supersedes any previous agreementsbetween the Parties whether oral or in writing regarding the subject matterhereof.





19. COSTS

19.1 Each Party shall pay its own expenses, costs and attorneys fees in negotiating,preparing and executing this Agreement. Once this Agreement is executed, allexpenses incurred by the Parties in performing their obligations establishingthe JVC shall be reimbursed by the JVC.

20. INDEPENDENT CONTRACTORS

20.1 Each Party hereto is an independent contractor and nothing contained in thisAgreement shall be construed to be inconsistent with this relationship orstatus. Neither Party owes a fiduciary duty to the other. Nothing in thisAgreement shall be in any way construed to constitute either Party as theagent, employee or representative of the other. As an independent contractor,each Party has relied on its own expertise or the expertise of its legal,financial, technical or other advisors.

20.2 The JVC shall be an independent company from both Parties and shall not beconstrued to be an agent or representative of either PC or FDCM. Neither PCnor FDCM shall take any action on behalf of or binding upon the JVC, exceptas may be specifically provided for in this Agreement or as may bespecifically consented to in writing by the JVC. The JVC shall not beauthorised to take any action on behalf of or binding on either Party withoutsuch Party’s specific consent in writing.

21. ASSUMPTION OF RISK

21.1 Each Party hereto acknowledges (i) the risks of its undertakings hereunder,(ii) the uncertainty of the benefits and obligations hereunder, and (iii) isassumption of such risks and uncertainty. Each Party has conducted its owndue diligence and requested and reviewed business plans, financialdocuments and other written material as in such Party’s opinion shall be thebasis of that Party’s decision to enter into this Agreement.

22. RELIANCE

22.1 Each Party has consulted such legal, financial, technical or other expert itdeems necessary or desirable before entering into this Agreement. Each Partyrepresents and warrants that it has read, knows, understands and agrees withthe terms and conditions of this Agreement. All discussions, estimates or





projections developed by a Party during the course of negotiating the termsand conditions of this Agreement are by way of illustration only, and unlessspecifically contained in this Agreement or one of its Schedules, are notbinding or enforceable against other Party in law or in equity.

22.2 Each Party agrees and acknowledges that in entering into this Agreement it isnot relying on any representation, warranty or statement made by or onbehalf of the other Party, whether orally or in writing, unless the same isexpressly set out herein.

23. INDEMNITY

23.1 If, for any reason or resulting from any cause whatsoever, any statement,representation or warranty set forth herein is found to have been materiallyincorrect, untrue when made, in breach or fails to prove to be true, and if anydebt, liability or other obligation of any kind is found to exist, the Partymaking such representation or warranty shall be fully liable to the other Partyfor any and all liability, damage, costs and expenses, including attorney fees,arising from such misrepresentation, breach or incorrect statement.

23.2 The JVC shall not incur any liability on behalf of either Party and shall nothold itself out as having any authority to bind either Party in any way.Creditors of the JVC shall have recourse only to the assets of the JVC, and theJVC shall ensure that no creditor is led to believe otherwise or in any way toseek repayment from either of the Parties. Notwithstanding the JVC’s limitedliability, and without Clause 23.2 expanding such liability, if for any reasonany third person brings a claim against either or both of the Parties based onthe Party’s being a joint venture Party and arising out of the operation of theJVC or if otherwise either of the Parties incurs any liability for any action oromission taken pursuant to this Agreement or in its role as a Shareholder inthe JVC other than from willful wrongful conduct, the JVC shall beresponsible for and shall indemnify, hold harmless and defend either Party ifeither Party incurs any liability, loss or damage, including attorney costs, as aresult of its being a Party to this Agreement or for being a Shareholder, if suchliability, loss or damage arises from a claim brought by person other than theother Party.

23.3 Neither Party shall be liable to the other Party for any consequential, indirect,exemplary, incidental, special or punitive damages based on any claim arisingout of this Agreement. Neither Party’s aggregate liability under this





Agreement shall exceed such Party’s contribution to the registered capital ofthe JVC.

24. MUTUAL CONSULTATION AND GOODWILL

24.1 The Parties confirm their intention to promote the best interests of the JVCand to consult fully on all matters materially affecting the development of theBusiness of the JVC. Each Party shall act in good faith towards the other Partyin order to promote the success of the JVC.

25. ASSIGNMENT

25.1 The benefits of this Agreement shall run to, and the obligations of thisAgreement shall be binding upon, the Parties and their respective successorsand assigns. Unless otherwise provided herein, neither Party may assign ordelegate this Agreement or any of its rights or duties under this Agreementwithout the prior written consent of the other Party.

26. WAIVER OF RIGHTS

26.1 No waiver by a Party of a failure or failure by any other party to thisAgreement to perform any provision of this Agreement shall operate or beconstrued as a waiver in respect of any other or further failure whether of alike or different character.

27. AMENDMENTS

27.1 This Agreement may be amended only by an instrument in writing signed byduly authorised representatives of each party to this Agreement.

28. COUNTERPARTS

28.1 This Agreement may be entered into in two or more counterparts each ofwhich, when executed and delivered, shall be an original, but all thecounterparts shall together constitute one and the same instrument.





IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THISAGREEMENT ON THE DATE HEREINABOVE FIRST MENTIONED.

FOR PC

Authorised SignatoryName:Designation:

In presence of:Name:Address:

FOR FDCM



FOR OTHER PARTY







SCHEDULE AFunctions and responsibilities of the Parties

Part A: Functions and responsibilities of the JVC

(a) undertake the development of the Project (excluding the work of constructionof Rescue Centre, Water Reservoir, Gorewada Wildlife Reserve, Indian Safariand some ancillary facilities; these shall be developed by FDCM using Grantmoney and shall be handed over to JVC for subsequent maintenance and upkeep) inaccordance with the approved DPR, the terms of this Agreement, Applicablelaws and Applicable Permits.

(b) identify and appoint contractors, consultants, architects, town planners,veterinary doctors, biologists, zoologists etc; manage and regulate theperformance of functions by such contractors.

(c) make rules, regulations and procedures for development, operation, use,regulation and management of the Project and develop, operate and managethe Project strictly as per these rules, regulations and procedures

(d) ensure strict compliance with all the rules, orders, instructions and guidelinesissued by CZA under the Recognition of Zoo Rules, 2009, as amended fromtime to time, at all times.

(e) appoint/hire staff/manpower for operation, maintenance, upkeep andmanagement of the Project

(f) determine, demand, collect and appropriate Fee from Users

(g) maintain true and accurate record of all financial transactions at all times

(h) take appropriate measures for protecting the project area, visitors, animalsand all project property

(i) discharge all other incidental responsibilities for development, operation &management of the project as per Good Industry Practice.





Part B: Functions and responsibilities of FDCM

(a) take all necessary steps to procure the Right of Way to the Site.

(b) notify the Project area as Gorewada Zoo and Rescue Centre and issue suchother notifications as may be required.

(c) facilitate procurement of statutory approvals from the relevant GovernmentalAuthority; where relevant, acquire the applicable Permits and approvals inits own name and assign the same to the JVC, or, nominate JVC as theappropriate agency for acquiring the same.

(d) construct periphery wall around the Site at FDCMs own cost before handingover the same to JVC for subsequent maintenance at JVC’s cost.

(e) Construct the Rescue centre at FDCMs own cost before handing over thesame to JVC for subsequent operation, maintenance and upkeep at FDCM’scost (expenditure will be reimbursed by FDCM to JVC after deducting theexpenses on animals pertaining to the project).

(f) construct Water Reservoir as a pre project activity at JVC’s cost using “Grant”money.

(g) construct Gorewada Wildlife Reserve as a pre-project activity at JVC’s costusing “Grant” money.

(i) construct Indian Safari as a pre-project activity at JVC’s cost using “Grant”money.

(i) infuse upfront premium in the JVC received by FDCM from licensing ofCommercial Land to either the Selected Bidder/Lead Member or to any thirdparty (“Upfront Premium”). It is clarified that the Upfront Premium shall becredited by FDCM into the Escrow Account opened/to be opened pursuant tothe Escrow Agreement.





Part C: Functions and responsibilities of PC

a) expend/infuse Equity and thereafter the loan funds remaining to be disbursed bythe Senior Lenders under the Financing Agreements in the Escrow Accountpursuant to which the Grant shall be proportionately received by the JVCfrom the FDCM pursuant to the Concession Agreement.

b) PC shall be responsible to undertake financial obligations including:

(i) cost of achieving Financial Close;(ii) payment of Performance Security to the Authority;(iii) bearing all expenses under the Concession Agreement with respect to

raising debt towards the Total Project Cost;(iv) costs associated with dispute resolution; and,(v) infusion of Equity.

c) raise debt from the third party towards meeting the Total Project Cost interms of this Agreement.

SCHEDULE B

Reserved Matters





For the following matter the unanimous decision of the Board will be required for a decision

to be approved:

1. Acquire, transfer, license, encumber or otherwise dispose of intellectual property

rights of, or used by, JVC;

2. Approval or deviations in any business plan or change of business of the JVC;

3. Any change in the share capital structure of JVC including any increase in the share

capital of the JVC;

4. Pledging or sale or any encumbrance of securities held by the shareholders;

5. The issuance of shares, warrants, share warrants, equity linked securities, derivatives,

capital stock or securities of any class (whether initially or subsequently authorized),

the authorization of any additional capital stock or securities of any class or the

granting of options or warrants to purchase the capital stock or other securities of JVC;

6. Reduction or buy-back of outstanding issued JVC shares and securities;

7. Commencement of any new line of business;

8. Winding up, insolvency or dissolution of JVC;

9. Any liquidation event, i.e. sale, take-over, merge or amalgamate any other company

into JVC or sell, merge or amalgamate the company or a substantial part of the

business into any other company or entity, enter into any joint venture or enter into

partnerships with any other company or entity; or acquiring (directly or indirectly) of

any other entity;

10. Any listing of the shares of JVC in any stock exchange or pursuant to an initial public

offering;

11. Any decision for establishing / incorporating any investment in any affiliate company

and/or company subsidiary and / or any other entity;

12. Any loans to promoters or affiliates or loans exceeding a specified amount to





employees of JVC;

13. Appointment or change in the statutory auditors of JVC or internal auditors;

14. Finalizing and or change in the agreed accounting system and/or policies of the firm.

change in name of JVC or in any trade name used by JVC;

15. Change in registered office and/ or corporate headquarters of the JVC;

16. Composition of any committee or sub-committee formed under the Board;

17. Delegation of the authority or any of the powers of the Board to any individual or

committee;

18. Any changes/ modifications/ amendment to the charter documents of the JVC not

limited to those which either directly or indirectly affects the rights of the shareholders

(except as required pursuant to the terms of the Concession Agreement);

19. Approving the entity which can further subscribe to the shares and securities of JVC;

20. Any material sale, purchase, acquisition, lease or disposal of any asset in excess of a

specified value by JVC or its subsidiaries;

21. Change the number of Directors or composition of the Board or appointment or

acceptance of resignation in relation to any Director of JVC;

22. Approval and modification in the Business Plan of JVC;

23. Merger into or with or acquisition of all or part of the business of another person or

entity;

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