Karnataka State is endowed with abundant agricultural assets and Karnataka's farmers have earned a reputation for rapidly embracing change and adopting new practices. National seed industry sources much of its annual requirement from several districts of the State. From late 1980’s, Karnataka has played a lead role in adoption of hybrid corn, attaining India's highest unit area corn yields.

The State has emerged as the preferred destination for new investments. In recent months several policy initiatives have aimed at the rapid growth of industry and trade in the State. The success of the Global Investors Meet has also demonstrated that investors worldwide see Karnataka as an exciting opportunity for investment.

In the State's strategy, a major focus sector is the Agro-Food Processing Industry. Karnataka has several strategic advantages in Agro-Food processing. A number of conducive Agro climatic zones, a wide range of possible produces, considerable R & D Institutional support, the presence of several private sector food majors, an emerging retail food chain, significant production of Vegetables and Fruits, a long coastline with potential for sea food processing, and a strong network of milk co-operatives make Karnataka a significant player in the Agro-Food Processing Industry.

Karnataka is richly endowed with tropical and sub-tropical crops. The total food grain production in the state was 99.77 lakh tons from 73.80 lakh hectares comprising of cereal crop (92.55 lakh tons from 55.69 lakh hectares) and pulse (7.22 lakh tons form 18.11 lakh hectares). The oil seeds production was 17.11 lakh tons in 24.31 lakh hectares and the total fruit production was 54.54 lakh tons in 3.25 lakh hectares. Horticulture covers 18.5 lakh hectares with a production of over 134 lakh tones. In the last ten years, area under horticulture has increased by 4 lakh hectares and is expected to increase annually by 4%. The total exports of food and Agri products from Karnataka for the year 2000-2001 was of the order of Rs 1551.41 crores. The productivity in agricultural area in Karnataka is above the national average and with a growing number of progressive farmers in the State, the Agro-Food processing industry is expected to achieve a higher growth rate.

To accelerate the promotion of Agro-Food processing industry, the Government of Karnataka with the assistance of Ministry of Food Processing Industries (FPI), Government of India has planned a number of Agro-Food Parks in the State. The State Government has already taken the initiative to establish Food Karnataka Limited; a public limited company promoted by Karnataka State Industrial Investment and Development Corporation Limited (KSIIDC) and Karnataka Industrial Areas Development Board (KIADB).

1.2 Food Karnataka Limited

· To promote private sector investment in the establishment of Agro-Food Technology Parks

· To position Karnataka as the ideal location for investors in India’s Food Industry

· To build ‘Grown ad Processed’ in Karnataka as an internationally recognized symbol of quality.

1.3 Locational details of the project area

1.3.1 Project Location

The Agro-Food Park in Gejjalagere Industrial area Maddur Taluk, Mandya District. The district is endowed with fertile land, congenial climate, good infrastructure facilities and has potential for export of agricultural produce.

Mandya district has been selected for oil palm cultivation, as it is agro climatically well suited for the purpose. Similarly cocoa plantation is also being popularized in the district as it offers good potential for development of cocoa as a mixed crop in coconut gardens.

1.3.2 Advantages of the Project Area

The major advantages of Gejjalagere as the location for the proposed ‘Agro-Food Park’ are as follows:

a) The proposed project location is adjacent to both the Highway and Railway lines connecting Bangalore-Mysore.

b) It is located at a distance of 5 Kms from Maddur Town, 14 Kms from Mandya and 8 Kms from Somanahalli Industrial Area.

e) The University of Agricultural Sciences, Bangalore extension facility is located near Mandya, which will help in providing training and demonstration services to the local farmers in various agri activities.

f) The Sathnur Agri Farm and Cauvery Command Area project of the Horticulture Department are also engaged in providing agri-training to the local farmers.

g) The Maddur and Mandya Towns will provide basic social infrastructure for the entrepreneurs / Industrialists and also for the workers.

h) Mandya district and the surrounding areas are presently having a range of industries covering sugar, engineering, traditional food Processing etc.

1.3.3 Other Locational features of Mandya District:

1.4 Details of Horticultural & Agricultural Resources in the District

The area and production of various horticultural and agricultural produces in Mandya District and the State of Karnataka is as follows:

1.5 Candidate Industries

The candidate industries that could be established in the Agro-Food Park at Gejjalagere Industrial Area, Mandya District are as follows :

1.8 Map of Mandya District

2.0 PROJECT DETAILS

2.1 Infrastructure and Facilities proposed

c) Drainage system consisting of storm water drain along roads and SSM side drains on both sides of road with adequate cross drainage and with suitable sanitation system.

d) The water requirement of the Agro-Food Park is projected at about 2.5 million liters per day. To meet this water requirement, it is proposed to construct 2 nos. of GLSR (ground level storage reservoir) with 10 lakh liters capacity and one overhead tank with 5 lakh liters capacity. The JV Company shall calculate the water requirement and may plan accordingly.

e) The power requirement of the Agro-Food Park is projected at 2 MW. JV Company shall co-ordinate with KPTCL for the power needs of the Agro-Food Park at Maddur.

f) Telecommunication: BSNL is the telephone service provider in the Maddur Park, Mandya District which will suffice the telecommunication needs of the Agro-Food Park. The JV Company may set-up an internal EPABX or Local Exchange to meet the communication needs within the Agro-Food Park.

g) Common effluent treatment, water treatment and recycling of water facility would be planned and constructed by the JV Company to meet the requirement of the industries in Agro-Food Park.

h) An Office – cum – commercial complex may also be planned and constructed by the JV Company to meet the office space requirements for the units in the industrial area for service providing agencies, secretarial services, telecommunication, computer / internet facilities etc., and also for offices of government agencies.

i) JV Company shall plan and construct Warehousing facilities, Cold Storage, etc. in the Agro-Food Park to serve the storage needs of the candidate Industries.

2.2 Estimated Project Cost : Rs.1681 lakhs

2.3 Proposed Means of Finanace : Rs. Lakhs

2.4 Income generation :

2.5 Implementation period : Eighteen Months from the date of signing the

MoU between JV Partner and Food Karnataka Limited.

3.0 PROJECT COST

3.1 Cost of the Project:

The cost of the project is estimated at Rs. 1681 lakhs. However the JV Partner shall visit the site, prepare a business plan for the Agro-Food Park at Gejjalagere Industrial Area, Maddur Taluk, Mandya District.

The cost of land has been estimated at Rs 90 lakhs at the rate of Rs 1.50 lakh per acre.

The cost of infrastructure comprising land development, formation of roads, drainage system, water and power supply system, telecommunication and other facilities has been estimated at Rs 592.35 lakhs.

The common facilities comprising office–cum-commercial complex, incubation centre, testing laboratory, water treatment plant and common effluent treatment plant, warehousing, cold storage and generators have been estimated at Rs. 623.45 lakhs.

The preliminary and Pre-operative expenses for the project like consultancy charges, project monitoring expenses, office overheads and provision of funds for marketing and promotional activities including interest during implementation period have been estimated at Rs.231.52 lakhs.

1. REGISTRATION LETTER

(Interested Bidders are requested to provide the following letter immediately upon obtaining the document)

Sub : Selection of a JV Partner for promotion and development of Agro-Food Park Gejjalagere Industrial Area, Mandya District , Karnataka, India on a Joint Venture (JV) with FKL.

We ________________ (Name of the Entity), hereby confirm that we have received/downloaded the Expression of Interest Document. We are interested in bidding for the above-mentioned Project and request you to provide additional information/clarifications/updates as may arise from time to time. We understand that this letter does not constitute an obligation to bid.

We ________________ (Name of the Entity), designate Mr./Ms. (mention name, designation, contact address, phone no., fax no., E-mail id, etc.), as our Authorised Representative and Signatory who is authorised to perform all tasks including, but not limited to receiving and providing information, responding to enquiries etc. on behalf of us in respect of the Project.

2. A COPY OF THE ADVERTISEMENT IS PRESENTED BELOW.

INVITATION FOR EXPRESSION OF INTEREST FOR PROMOTION AND DEVELOPMENT OF AGRO - FOOD PARKS IN KARNATAKA

FOOD KARNATAKA LIMITED (FKL) promoted by Karnataka State Industrial Investment and Development Corporation Limited (KSIIDC) and Karnataka Industrial Areas Development Board (KIADB) invite Joint Venture Partners for the Promotion and Development of six Agro – Food Parks in Karnataka. The objectives of FKL are to promote Agro-Food processing industry in the State, encourage private sector investment in the establishment of Agro-Food parks and promote infrastructure facilities for Karnataka Agri Business. The JV Company will plan the infrastructure, finance, market and manage the Agro – Food Parks. The allocation and pricing of the developed land, infrastructure facilities and services would be left to the JV Company.

1. Malur III Phase, Kolar District – 60 Acres 4. Maddur, Mandya District - 60 Acres

2. Bagalkot, Bagalkot District – 100 Acres 5. Halaga, Belgaum District – 100 Acres

3. Jevargi, Gulbarga District – 105 Acres 6. Hiriyur, Chitradurga District – 66 Acres

The bidders should have a Tangible Net Worth of not less than Rs. 10 crores (US$ 2.1 million) as per the audited balance sheet of the preceding financial year.

It is desirable that the bidder should have been a major investor in an infrastructure project of value not less than Rs.20 crores (US$ 4.2 million) in the last 5 years preceding 31^st March 2003.

Bidders are invited to provide Expression of Interest (EOIs) for the project. The JV Partner will be selected through a Competitive bidding process.

The EOI document detailing the selection process and project profile may be obtained from FKL at the address given below, from 6^th August 2003 to 5^th September 2003, on any working day, between 10.00 am and 5.00 pm. It can also be downloaded from our website: www.ksiidc.com. EOIs must reach FKL, at the address given below not later than 17.30 hrs of 5^th September 2003.

Note: FKL reserves the right to withdraw from the process or any part thereof, to accept or reject any or all offers at any stage of the process and /or modify the process or any part thereof or to vary any terms at any time without assigning any reasons whatsoever. No financial obligations, whatsoever shall accrue to FKL in such an event. FKL shall not be responsible for non-receipt of correspondence sent by post/courier/e-mail/fax.

1. DISCLAIMER

1. Though adequate care has been taken in the preparation of this Expression of Interest Document, the Bidder should satisfy himself that the Document is complete in all respects. Intimation of discrepancy, if any, should be given to the below mentioned office immediately. If no intimation is received by this office by the date mentioned in Section 7.6, it shall be deemed that the Bidder is satisfied that the Expression of Interest Document is complete in all respects.

2. Neither FKL, nor their employees or consultants make any representation or warranty as to the accuracy, reliability or completeness of the information in this EOI and it is not possible for FKL to consider the investment objectives, financial situation and particular needs of each party who reads or uses this EOI. Certain prospective Bidders may have a better knowledge of the Project than others. Each prospective Bidder should conduct his own investigations and analysis and check the accuracy, reliability and completeness of the information in this EOI and obtain independent advice from appropriate sources.

3. Neither FKL nor their employees or consultants will have any liability to any prospective Bidder or any other person under the law of contract, tort, the principles of restitution or unjust enrichment or otherwise for any loss, expense or damage which may arise from or be incurred or suffered in connection with anything contained in this EOI, any matter deemed to form part of this EOI, the award of the Project, the project information and any other information supplied by or on behalf of FKL or their employees, any consultants or otherwise arising in any way from the selection process for the Project.

4. FKL reserves the right to withdraw from the process or any part thereof, to accept or reject any or all offers at any stage of the process and /or modify the process or any part thereof or to vary any terms at any time without assigning any reasons whatsoever. No financial obligations, whatsoever shall accrue to FKL in such an event. FKL shall not be responsible for non-receipt of correspondence sent by post/courier/e-mail/fax.

5. FKL reserves the right to reject any or all of the EOIs submitted in response to this Expression of Interest at any stage without assigning any reasons whatsoever.

6. FKL reserves the right to change any or all of the provisions of this Expression of Interest. Such changes would be intimated to all parties procuring this Expression of Interest.

7. FKL reserves the right to change, modify, add to or alter the Selection Process including inclusion of additional evaluation criteria for further shortlisting of Bidders at later stages. Any change in the selection process shall be intimated to all concerned parties.

2. ABBREVIATION

KSIIDC Karnataka State Industrial Investment and Development Corporation Limited

3. DEFINITION

The various activities taken up by FKL leading up to the selection of the Successful Bidder

Bidding Company or Bidding Consortium, as defined below, that has submitted an EOI in response to this Expression of Interest Document.

If the EOI for the Project is submitted by a single entity, it shall be referred to as a Bidding Company. The Bidding Company would necessarily have to be an Eligible Entity.

If the EOI for the Project is submitted jointly by more than one entity, then this group of entities shall be referred to as a Bidding Consortium.

Each entity in the Bidding Consortium shall be referred to as a Consortium Member. Each Consortium Member would necessarily have to be an Eligible Entity.

The entity is a Company under The Companies Act, 1956 OR an incorporated entity under equivalent Acts, in case of foreign entities

The entity is a Partnership firm under the Indian Partnership Act, 1932 or the equivalent Acts in case of foreign entities

The expressions of interest submitted to FKL by the Bidders in response to this Expression of Interest Document issued by FKL.

First Stage refers to the first step of the Bid process consisting of the Expression of Interest by the Bidders and shortlisting of the Bidders.

Infrastructure project are projects involving construction of roads, bridges, railways, power, ports, port terminals, water supply infrastructure, sewerage infrastructure, airport, telecommunications network, fluid pipelines, real estate project or industrial area development project.

A project company incorporated jointly by the successful bidder and FKL for the promotion and development of the Agro-Food Park at Gejjalagere Industrial Area. The successful bidder could take upto 89% of the equity stake in the JV Company and FKL as a facilitating agency would be keen to take up between 11% and 26% of the equity of the JV Company. However the extent of participation by the successful bidder & FKL could be mutually discussed to arrive at a consensus.

In case of a Bidding Consortium, the Lead Consortium Member (LCM) shall be that Consortium Member vested with the prime responsibility of developing the Project. The Lead Consortium Member should have a major stake of not less then 2/5^th of the proposed overall equity of the JV Company.

The MOU to be entered into between the Consortium Members during the Second Stage as per Section 10 shall reflect the above. The LCM shall be the authorised representative of the Bidding Consortium and shall be liable to FKL for all the obligations of the Bidder. The Lead Consortium Member would necessarily have to be an Eligible Entity.

An eligible entity who has a major stake of not less than 2/5^th of the total project cost of an infrastructure project.

Occupants refers to the industrial units that locate their facilities and operations in the Agro-Food Park at Gejjalagere Industrial Area, Mandya District, Karnataka.

The Project refers to the development of the Agro-Food Park at Gejjalagere Industrial Area, Mandya District as per the conditions of this Document, any subsequent detailed Document provided by FKL as part of the Bidding Process, the Business Plan of the Successful Bidder and as per the terms of the JV Agreement and/or any other Agreement entered into between the Successful Bidder and FKL.

Project Company shall mean the Joint Venture Company to be incorporated for the promotion and development of the Project.

Registered Entity refers to an eligible entity which has submitted the Registration Letter as per the format provided in Section 1.

The Request for Proposal consists of the technical capability, financial capability, business plan and commercial offer that would be requested from Shortlisted Bidders by FKL.

Second Stage refers to the process leading up to the selection of the Successful Bidder after the First Stage. The Second Stage of the Selection Process would involve calling for a Request for Proposal (RFP) document from the shortlisted bidders that will consist of: Technical Capability, Financial Capability, Business Plan and the Commercial Offer .

The Bidders meeting the Minimum Eligibility Criteria (both Financial Capability and Technical Capability) as given in this Expression of Interest Document would be eligible for participation in the Second Stage of the Selection Process and shall be referred to as Shortlisted Bidders.

For a Bidding Company or a Lead Consortium Member, only those entities would be “Subsidiary(ies)” in which the Bidding Company / Lead Consortium Member: hold(s) not less than 51% of the voting securities, either directly or indirectly, in case the relevant entity is a company. Holding an indirect stake in a company implies a stake held in the company through a chain of other companies, in which event, the percentage holding would be considered on proportionate terms,

• is a partner with not less than 51% of share of the profits, in case the relevant entity is a partnership firm.

In the Second Stage of the Bid Process the Bidder who is ranked highest, according to the detailed scoring criteria that is to be finalised as a part of the Bid Process and which will be applied to all Shortlisted Bidders, would be the Successful Bidder.

4. INTRODUCTION AND BACKGROUND

The Project Scope for Agro-Food Park in Gejjalagere Industrial Area , Maddur Taluka, District Mandya , Karnataka Project includes:

Conceptualization, Design and Planning, Financing, Marketing, Development of Necessary Infrastructure, Provision of Necessary Services, Operation & Maintenance of Infrastructure, Administration and Management.

5. Provision of industrial plots of land, Ready-built factories, multi-storied buildings and other types of space for Occupants.

6. Development of Necessary Infrastructure such as Road network, Street lighting; Storm water drainage, Gardening and beautification.

7. Provision of Necessary Services such as Power, water, Telecommunication, Sewerage disposal, solid waste removal and effluent treatment, Piped Gas, Steam, Transportation and Security.

8. Coordinating with trunk infrastructure providers (main water supply, link roads, railways etc.)

11. Discharge any obligations and comply with rules and regulations as laid down by various Legal and Regulatory Authorities.

12. Role of the Project Company may also include those performed by a municipal body/township authority as may be specified from time to time by the Concerned Authorities.

13. Any other activities that may be required for the successful development of the Agro-Food Park at Gejjalagere Industrial Area, Mandya District, Karnataka and conduct of operations by the Occupants.

The Project Scope and contract issues would be refined as a part of the selection process after the EOI.

Further details of the Agro-Food Park at Gejjalagere Industrial Area, Maddur Taluk, Mandya District, Karnataka are provided in Part II: Project Profile Document.

5. DESCRIPTION OF THE SELECTION PROCESS

7.1 SELECTION PROCESS

The selection process involves an Expression of Interest followed by a detailed evaluation of Shortlisted Bidders, and their proposals.

The Expression of Interest stage is described below in detail. The description of the Selection Process after the EOI in this Document is brief and indicative in nature, and has been provided so that Bidders develop an appreciation of the approach governing the design of the detailed Selection Process. The process to be followed for the selection shall be specified in the Request for Proposal after the receipt of EOIs, which would be made available to the Shortlisted Bidders.

7.2 FIRST STAGE (EXPRESSION OF INTEREST)

As a part of the First Stage of the Selection Process, FKL is issuing this Expression of Interest Document, inviting prospective Bidders to submit their proposals indicating their Expressions of Interest (EOIs). The information required to be provided by the Bidders submitting their EOIs is outlined in Section 15, Section 16 and Section 17.

The EOIs submitted by Bidders shall be initially scrutinized to establish “Responsiveness”.

An EOI may be deemed “Non-responsive” if it does not satisfy any of the following conditions:

• It does not include sufficient information for it to be evaluated and/or is not in the formats specified

• It is not signed and / or sealed in the manner and to the extent indicated in Section 9.3 of this EOI Document.

The EOIs of “Responsive” Bidders shall be evaluated to check for compliance with the Minimum Eligibility Criteria as per stipulations detailed in Section 8. Shortlisted Bidders shall be subsequently invited to submit their capability and detailed proposals as a part of the Second Stage of the Selection Process.

7.3 SECOND STAGE

Bidders should note that while they are required to meet the basic Minimum Eligibility Criteria as a part of the EOI, they would also be subjected to a more detailed evaluation as a part of the Selection process beyond the EOI, i.e. the Second Stage. This could entail an assessment on the following:

a) Technical capability wherein the capability of the bidder to take up the Project Activities (such as the ability to implement large-scale infrastructure projects, to implement and operate large scale agro food processing projects, to market industrial real estate) would be assessed.

b) Financial capability (such as ability and track record in raising both debt and equity for large projects) wherein the capability of the bidder to fund the Project activities would be assessed.

c) Business Plan (based on the project profile to be provided by FKL to the Shortlisted Bidders) submitted by the Bidder outlining the Bidders conception of the project and comprehensive strategy for execution of the project. The bidder will also have to make a presentation of the business plan on its own cost to the FKL on a date finalized by FKL.

d) Commercial Offer involve a Request for Proposal consisting of the above components.

FKL would retain the right within the above broad framework to make modifications, which would be applied, uniformly to all shortlisted Bidders. The detailed scoring parameters and weightages would be presented in the Request for Proposal documents issued after the receipt of EOIs. Once Bidders have cleared the Minimum Eligibility Criteria in the EOI Document, after receipt of the RFP documents detailing the scoring criteria, Shortlisted Bidders would also be permitted to strengthen/modify their consortia in light of the detailed scoring criteria, if they so desire.

However, as regards the Lead Consortium Member whose strengths have been credited, if a change is proposed in identity or in proposed stake, the same would have to be with the approval of FKL. In no case, however, should the Minimum Eligibility Criteria be violated.

The Principles of the memorandum of understanding to be executed between the members of a consortium at a later stage have been provided in Section 10.

The Bidding Company/ Bidding Consortium bidding for the Project being the primary driver of the project could take up to 89% of the equity stake in the Project. FKL, as a facilitating agency, would be keen to take up between 11% and 26% of the equity of the JV Company. However the extent of participation by the bidding company & FKL could be mutually discussed to arrive at a consensus.

7.4 COMMITMENT TO A FAIR AND TRANSPARENT PROCESS

FKL is keen to ensure that the process leading to the selection of the Successful Bidder is fair, transparent, efficient, interactive, and protects the confidentiality of the information shared by Bidders with it. The selection process has been designed keeping these objectives in mind, and FKL shall take all steps to ensure that the above objectives are realised. These include:

_ Chesterton Meghraj has been appointed as an independent agency to advise FKL on the selection process.

_ FKL would also take the help of various other external agencies, such as legal and technical experts, to ensure that the process is objective, transparent and efficient.

7.5 FEES AND DEPOSITS TO BE PAID BY THE BIDDERS

A non-refundable Processing Fee of US$ 212 (US$ Two Hundred and Twelve only) or Rs. 10,000 (Rupees Ten Thousand only) is required to be paid by the Bidders along with the EOI. The processing fee by way of US$ could be remitted to Food Karnataka Limited account with Corporation Bank, Industrial Finance Branch, Bangalore, (swift code; corpin bb 438) through American Express Bank, New York, USA (swift code; Aeibus33). The Rupee payment would be made in the form of a Demand Draft drawn in favour of “Food Karnataka Limited” payable at Bangalore.

7.6 TIME TABLE AND MILESTONES – TENTATIVE SCHEDULE

1. In order to enable FKL meet the target dates, Bidders are expected to respond expeditiously to clarifications, if any, requested during the evaluation process. FKL shall adhere to the above schedule to the extent possible. FKL, however, reserves the right to modify the same. Intimation to this effect shall be given to all Bidders.

2. Time for implementation would be a critical factor impacting the success of the project and FKL is committed to ensuring that the selection process is speedy, fair and transparent.

9. PROCEDURES TO BE FOLLOWED

9.1 ENQUIRIES & CLARIFICATIONS

Enquiries, if any, can be addressed to:

The Chairman

Food Karnataka Limited

C/o KSIIDC

36, Cunningham Road

Bangalore – 560 052

All clarifications that are received on or before the date mentioned in Section 7.6 shall be addressed by FKL in writing. FKL shall aggregate all such clarifications, without specifying the source of clarifications, and shall prepare a response, which shall be distributed, to all Registered Entities. It may be noted that queries should be in writing and would be entertained only from Registered Entities. Requests for clarifications received after the last date mentioned in Section 7.6, shall not be addressed, subject to FKL’s discretion.

9.2 SITE VISIT AND SURVEY

Bidders, if they so choose, may prior to submitting their Expression of Interest, visit and examine the site of the Project and its surroundings at their own expense and obtain and ascertain for themselves, at their own responsibility, any site-specific information they desire.

9.3 SUBMISSION OF THE EOI

9.3.1 Number of Copies and Mode

The information to be submitted by the Bidders in their EOIs is described in Section 9.3.2. The Bidder shall place one (1) original + one (1) copy of the Expression of Interest in a sealed cloth-lined cover , which shall be inscribed as mentioned below in Section 9.3.2.

9.3.2 Checklist

Bidders are required to organize their Expression of Interest in the following Parts. The Parts should be clearly identifiable.

Part 1 a) Covering Letter as per the format specified in Section 11, along with the original power of attorney authorising the authorised signatory to act on behalf of the Bidder.

Part 2 a) Description of the Bidder as per the format specified in Section 14.

Part 3 a) Letter of Acceptance as per the format specified Section 12, from each of the Consortium Members in case of a Bidding Consortium.

b) Consideration for Eligibility as per the format specified in Section 15.

c) Letters of Commitment as per the format specified in Section 13, from each of the entities the strengths of which are desired to be considered for the purpose of evaluation.

Part 4 a) Information required regarding the Bidder as per Section 16, and Section 17

Part 5 a) Fees and Deposits to be paid by the bidder as per Section 7.5

The EOI organized as above, shall be placed in a sealed outer cover or a box, with the following inscription:

Expression of Interest (EOI) to develop the Agro-Food Park at Gejjalagere Industrial Area, Maddur Taluk, Mandya District, Karnataka, India.

Name of the Bidder: __________________________________

The Bidder can submit the EOI by registered post/ courier or submit the EOI in person, so as to reach the under mentioned address by the time and date stipulated in Section 7.6. FKL shall not be responsible for any delay in submission of the EOI.

The Chairman

Food Karnataka Limited

C/o KSIIDC

36, Cunningham Road

Bangalore – 560 052

9.4 INSTRUCTIONS TO BIDDERS

All Bidders should note the following:

1. EOIs that are incomplete in any respect or those that are not consistent with the requirements as specified in this Expression of Interest Document or those that do not contain the Covering Letter or any other documents as per the specified formats may be considered non-responsive and may be liable for rejection.

2. Strict adherence to formats, wherever specified, is required. Non-adherence to formats may be a ground for declaring the EOI non-responsive.

3. Shortlisted Bidders would also be permitted to strengthen/modify their consortia in light of the detailed scoring criteria, if they so desire. However, as regards the Lead Consortium Member whose strengths have been credited, if a change is proposed in identity or in proposed stake, the same would have to be with the approval of FKL. In no case, however, should the Minimum Eligibility Criteria be violated.

4. All communication and information should be provided in writing and in the English language only.

5. All communication and information provided should be legible, and wherever the information is given in figures, the same should also be mentioned in words.

6. No change in, or supplementary information to an EOI shall be accepted once submitted.

However, FKL reserves the right to seek additional information and/or clarification from the Bidders, if found necessary, during the course of evaluation of the EOI. Non-submission, incomplete submission or delayed submission of such additional information or clarifications sought by FKL, may be a ground for rejecting the EOI.

7. The EOIs shall be evaluated as per the criteria specified in this EOI Document. However, within the broad framework of the evaluation parameters as stated in the EOI, FKL reserves the right to make modifications to the stated evaluation criteria, which would be uniformly applied to all the Bidders.

8. No Eligible Entity can be considered for evaluation in more than one Consortium/ Bidding Company

9. The Bidder should designate one person (“Contact Person” and “Authorised Representative and Signatory”) authorised to represent the Bidder in its dealings with FKL. This designated person should hold the Power of Attorney and be authorised to perform all tasks including but not limited to providing information, responding to enquiries etc. The Covering Letter submitted by the Bidder shall be signed by the Authorised Signatory and shall bear the stamp of the entity thereof. The original Power of Attorney is also to be enclosed along with the covering letter as specified in Section 11 of this Document.

10. FKL reserves the right to reject any or all of the EOIs without assigning any reason whatsoever.

11. Mere submission of information does not entitle the Bidder to meet an eligibility criterion. FKL reserves the right to vet and verify any or all information submitted by the Bidder.

12. If any claim made or information provided by the Bidder in the EOI or any information provided by the Bidder in response to any subsequent query by FKL, is found to be incorrect or is a material misrepresentation of facts, then the EOI will be liable for rejection. Mere clerical errors or bonafide mistakes may be treated as an exception at the sole discretion of FKL and if FKL is adequately satisfied.

13. The Bidder shall be responsible for all the costs associated with the preparation of the Expression of Interest and any subsequent costs incurred as a part of the Bidding Process. FKL shall not be responsible in any way for such costs, regardless of the conduct or outcome of this process.

14. In very specific cases, where the Bidder is constrained by statute/law from fulfilling any specific provision of this document, the Bidder is encouraged to contact FKL immediately.

9.5 VALIDITY OF TERMS OF THE EOI

Each EOI shall indicate that it shall remain valid for a period of not less than six months from the last date for submission of the EOI. FKL may solicit the Bidder’s consent for extension of the period of validity. The Bidder agrees to reasonably consider such a request.

10. PRINCIPLES OF THE MEMORANDUM OF UNDERSTANDING TO BE EXECUTED BETWEEN THE MEMBERS OF CONSORTIUM

Submission of Memorandum of Understanding is not mandatory in the First Stage of the Bid Process (Expression of Interest), and needs to be submitted by Shortlisted Bidders only during the Second Stage.

In case of a Bidding Consortium, the principles based on which the Memorandum of Understanding (MoU) shall be executed between / among the Consortium Members, are stated below:

1. The MoU should clearly specify the roles and responsibilities of each of the Consortium Members, along with their proposed equity contribution. It is expected that the individual members have role definitions not conflicting with those of the other Consortium Members.

2. The MoU should clearly designate one of the Consortium Members as the Lead Consortium Member. The Lead Consortium Member (LCM) shall be that Consortium Member vested with the prime responsibility of developing the Project. The Lead Consortium Member shall also have a major stake of not less than 2/5th of the proposed overall equity of the JV Company.

3. The Lead Consortium Member shall be responsible for :

• Tying up the finances for the Project.

• Ensuring the equity contribution by each of the Consortium Members, and in the event of a default, make good such contribution.

• Undertaking primary responsibility for liasoning with the lending institutions and mobilising debt resources for the Project.

• Ensuring the individual and collective commitment of each of the Consortium Members in honouring the Bidder’s obligations.

The MoU should be duly signed by each of the Consortium Members.

4. The MoU should be executed on an appropriate stamp paper.

5. The MoU should be specific to this Project.

6. The MoU should be valid for a minimum of eighteen months from the last date for submission of the EOI. The validity period of the MoU should be extendible on the original terms, if required by FKL.

11. FORMAT OF THE COVERING LETTER

11 FORMAT OF THE COVERING LETTER

(The covering letter is to be submitted by the Bidder as a part of the EOI )

Date :

Place :

The Chairman

Food Karnataka Limited

C/o KSIIDC

36, Cunningham Road

Bangalore – 560 052

Dear Sir,

Sub : Selection of a JV Partner to develop the Agro-Food Park at Gejjalagere Industrial Area, Maddur Taluk, Mandya District ,Karnataka.

Please find enclosed one (1) original + one (1) copy of our “Expression of Interest” (EOI) documents in respect of the Selection of a JV Partner to develop the Agro-Food Park at Gejjalagere Industrial Area , Maddur Taluk, Mandya District, Karnataka , India, in response to the Expression of Interest (“EOI”) Document issued by the Food Karnataka Limited dated 6^th August, 2003.

We hereby confirm the following:

1. The EOI is being submitted by (name of the Bidding Company/Lead Consortium Member) who is the Bidding Company / the Lead Consortium Member of the Bidding Consortium comprising (mention the names of the entities who are the Consortium Members), in accordance with the conditions stipulated in the EOI Document.

2. We have examined in detail and have understood the terms and conditions stipulated in the EOI Document issued by FKL and in any subsequent communication sent by FKL. We agree and undertake to abide by all these terms and conditions. Our EOI is consistent with all the requirements of submission as stated in the EOI Document or in any of the subsequent communications from FKL. (Please also mention any restrictions, specific to you, which may hinder your investment in this specific project, such as: a restriction as per charter of the entity to invest in specific countries or specific sectors, or limitation on extent of exposure to a single project/sector etc.)

3. The information, including the information related to the Networth as required in Section 8, submitted in our EOI is complete, is strictly as per the Expression of Interest document requirements for the Agro-Food Park at Gejjalagere Industrial Area, Maddur Taluka, Mandya District, Karnataka and is correct to the best of our knowledge and understanding. We would be solely responsible for any errors or omissions in our EOI.

4. ________(mention the names of the entities who are the Consortium Members), satisfy the legal requirements laid down in the EOI Document.

5. We as the Bidding Company / Lead Consortium Member (Please strike out whichever is not applicable), designate Mr./Ms. (mention name, designation, contact address, phone no., fax no., E-mail id, etc.), as our Authorised Representative and Signatory who is authorised to perform all tasks including, but not limited to providing information, responding to enquiries, entering into contractual commitments etc. on behalf of us in respect of the Project.

6. We also enclose the Power of Attorney designating the said person as our Authorised Representative and Signatory For and on behalf of :

Signature :

(Authorised Representative and Signatory)

Name of the Person :

Designation :

12. FORMAT OF LETTER OF ACCEPTANCE

(The Letter of Acceptance is to be submitted by EACH Consortium Member of the Bidding Consortium)

Date :

Place :

The Chairman

Food Karnataka Limited

C/o KSIIDC

36, Cunningham Road

Bangalore – 560 052

Dear Sir,

Sub : Selection of a JV Partner to develop the Agro-Food Park at Gejjalagere Industrial Area, Maddur Taluk, Mandya District ,Karnataka , India.

This has reference to the EOI being submitted by ______________________(mention the Lead Consortium Member of the Bidding Consortium), as Lead Consortium Member of the Bidding Consortium comprising (mention name(s) of the Consortium Members) in respect of the Selection of a JV Partner to develop the Agro-Food Park Gejjalagere Industrial Area, Maddur Taluk, Mandya District, Karnataka , India in response to the Expression of Interest (“EOI”) Document issued by the Food Karnataka Limited dated 6^th August, 2003.

We hereby confirm the following:

1. We __________________(name of the Consortium Members furnishing the Letter of Acceptance), have examined in detail and have understood and satisfied ourselves regarding the contents including in respect of the following :

• The EOI Document issued by FKL;

• All subsequent communications between FKL and the Bidder, represented by _______________________(Mention name of the Lead Consortium Member);

• The principles of the MoU to be signed between / among ____________________________(names of the Consortium Members), as members of the Bidding Consortium; and

• The EOI being submitted by _________________(name of the Lead Consortium

Member).

2. We authorise ____________________ (name of the Lead Consortium Member), as the Lead Consortium Member to perform all tasks including, but not limited to providing information, responding to enquiries on behalf of the consortium, in respect of this Project.

For and on behalf of :

Signature :

(Authorised Representative and Signatory)

Name of the Person :

Designation :

13. FORMAT OF LETTER OF COMMITMENT

13 FORMAT OF THE LETTER OF COMMITMENT

(The Letter of Commitment is to be submitted by EACH Member of the Bidding Consortium whose strengths are desired to be considered for purpose of the evaluation of the Minimum Eligibility Criteria of the EOI)

Date :

Place :

The Chairman

Food Karnataka Limited

C/o KSIIDC

36, Cunningham Road

Bangalore – 560 052

Dear Sir,

Sub : Selection of a JV Partner to develop the Agro-Food Park at Gejjalagere Industrial Area, Maddur Taluk, Mandya District, Karnataka , India.

This has reference to the EOI being submitted by ______________________(mention the Lead Consortium Member of the Bidding Consortium), as Lead Consortium Member of the Bidding Consortium comprising (mention name(s) of the Consortium Members) in respect of the Selection of a JV Partner to develop the Agro-Food Park at Gejjalagere Industrial Area, Maddur Taluk, Mandya District, Karnataka , in response to the Expression of Interest (“EOI”) Document issued by the Food Karnataka Limited of Karnataka dated 6^th August, 2003.

We hereby confirm the following :

1. We __________________(name of Memeber), have examined in detail and have understood and satisfied ourselves regarding the contents mainly in respect of the following :

• The Expression of Interest Document issued by FKL;

• All subsequent communications between FKL and the Bidder, represented by _______________________(name of the Lead Developer in case of a Bidding Consortium);

• The principles of the MoU to be signed in the Second Stage among the Consortium Members; and

• The EOI being submitted by _________________(name of the Lead Consortium Member).

2. We have satisfied ourselves regarding our role as ______________________ (here give a brief description of the role) in the Project as specified in the EOI. If ________________________ (Bidding Consortium) is awarded the Project we shall perform our role as outlined in the EOI to the best of our abilities.

3. The nature of our legal relationship with the Consortium Members of the Bidding Consortium, is specified in the EOI, as per the requirements stated in the EOI Document.

4. We undertake to support ________________ (name of the Consortium Members, for which the Letter of Commitment is being furnished) in respect of the roles _____________ (briefly define the roles of the Consortium Members) as detailed in the EOI being submitted by ______________ (name of the Lead Consortium Member).

5. We therefore request FKL to consider our strengths, our experience, and our track record as specified in the EOI pursuant to the conditions specified in the EOI, for the purposes of evaluation of the Minimum Eligibility Criteria.

For and on behalf of :

Signature :

(Authorised Signatory of respective Member)

Name of the Person :

Designation :

Sl No	Particulars	Unit	Mandya District	Karnataka
1	Area	Sq. Kms	4,961	191.791
2	Population (1991 Census)		1,644,374	44,977,200
3	Main working population (1991 census)		635,539	17,292,116
4	Rural Population (1991 census)		1,377,570	31,069,412
5	Urban Population (1991 census)		266,804	13,907,788
6	Density of Population (1991 census)	Nos/Sq.Km	331	235
7	Rainfall	mms	835	1,194
8	Total Geographical area	Ha.	498,244	19,049,836
9	Net area sown	Ha.	286,590	12,353,110
10	Net area irrigated	Ha.	110,587	2,324,528
11	Educational Institutions a) Primary school b) High School c) Pre-University d) General Education e) Polytechnics f) Engineering College	Nos Nos Nos Nos Nos Nos	1,924 295 72 20 4 1	44,145 8,168 2,000 777 196 70
12	Communication a) Total road length b) National Highways c) State Highways d) Major District Roads e) Other District Roads f) Railway Lines g) Post Office (31.3.98) h) Telephone Exchanges i) Telephone Connections	Kms. Kms. Kms. Kms. Kms. Kms. Kms. Kms. Kms.	8,309 29 288 1,304 120 83 364 59 17,664	139,520 1,997 11,395 28,361 1,644 3,192 9,838 2,171 1,227,683
13	Banking Sector a) Commercial Bank Branches b) Land Development Bank c) Grameena Bank	Nos Nos Nos	102 7 25	3,492 177 1,080

1.	Title	:	Agro-Food Park, at Gejjalagere Industrial Area
2.	Location	:	Gejjalagere Industrial Area, Mandya District
3.	Extent of Area to be developed	:	Total – 60 Acres
4.	Land Use Pattern	:	Acres	%
	Marketable Plots		44.00	73.33
	Amenities		6.50	10.83
	Green and Open Spaces		5.00	8.34
	Roads		4.50	7.50
	Total		60.00	100 .00
5.	Target Industry Group	:	Agro – food based Industries, related support industries and services.

S.No	Milestone	Tentative Schedule
1.	EOI Document made available to the Bidders from	1000 hours (IST), 6^th August, 2003
2.	Last date for receipt of Registration Letter	1700 hours (IST), 18^th August, 2003
3.	Last date for intimation of any discrepancy in this Document/ clarifications if any	1000 hours (IST), 22^nd August, 2003
4.	Last date for clarifications addressed in writing by FKL.	1000 hours (IST), 28^th August, 2003
5.	Last date for receipt of Expressions of Interest	1700 hours (IST), 5^th September, 2003
6.	Date of opening of the Expressions of Interest	1730 hours (IST), 5^th September, 2003
7.	Determination of Shortlisted Bidders	11^th September, 2003
8.	Issue of Request for Proposal Documents	18^th September, 2003
9.	Submission of Request for Proposal Documents	18^th October, 2003

S.No	Name of the Consortium Member	Nature of the Consortium Member	Proposed % Equity contribution into the Project	Role in the Bidding Consortium

Parameter	Definition	Information Details
Tangible Net Worth	Tangible Net Worth = (Equity Capital + Reserves and Surplus - Revaluation Reserve) - (Accumulated Losses + Intangible assets)	In the event that the accounting practices adopted in the Annual Accounts do not provide the break-up details as required by the definition, the same are to be furnished.

Name of the Lead Consortium Member
Nature of the Lead Consortium Member

Name of the entity to be considered for Evaluation of Financial Capability	Tick only one of the following
Bidding Company /Bidding Consortium

S.No	Name of the Promoter	Relationship with the Bidding Company / Bidding Consortium (% Equity relationship, directly or indirectly, with the Bidding Company / Bidding Consortium )

Project Name		Project Location
Project Description		Total Project Cost
% Equity stake and value of the equity stake to be considered for technical capability as indicated in section 15.2		Critical Milestones achieved and dates there of.
Value of construction services provided by the entity to be considered for technical capability as indicated in section 15.2		Critical Milestones achieved and dates there of.

Summary of Project Experience (sectors, activities, regions)
Number of projects promoted/developed with a Minimum investment of Rs 20 crores.
Aggregate Investment to date in projects of investment size greater than Rs 20 crores.
Land Bank and Built-Up Space developed
Aggregate Investment to date in Real Estate Assets
Aggregate Investment to date in Industrial Park, Mixed Development, Area Development Projects of Minimum Area 50 Acres
Land and Built-up space sold/leased to date
Value of transactions for sale/lease of land/built-up space
List of Countries where projects have been executed
Location of International Offices

Activity/Risk	Remark	FKL	JV Company
Allotment of Land	FKL will facilitate the JV Company in the allotment of the land.	)
Regulatory Approvals	FKL shall facilitate the JVC in procurement of Regulatory Approvals and Clearances from relevant Regulatory Agencies and Statutory Bodies on a 'Best Effort' basis.		)
Financing Plan and Capital structure and raising finances for the Project as and when required	The JV Company would be responsible for finalizing the Capital Structure and financing plan. The JVC would be responsible for achieving Financial Closure and raising appropriate finances for the Project as and when required. Equity Funding The equity funding in the initial phase may be structured as proposed below FKL : 11%-26% JVP : 74%-89%	Support Role	)
Project conceptualization, Design and Planning	The JVC would have complete freedom in Conceptualization, Design and Planning of the Project.		)
Marketing to attract other investors and Occupants	The JVC would be responsible for Marketing of the project to attract other strategic investors and Occupants. FKL shall play a supporting role as may be required.	Support Role	)
Land Development (reclamation and leveling)	The JVC would be responsible for Land Development and construction of holding ponds and any other associated activities.		)
Provision of land/factories and built-up space with all necessary infrastructure and services	The JVC would be responsible for Provision of industrial plots of land, Ready-built factories, multi-storied buildings and other types of space for Occupants. The JVC would be responsible for the Development of Necessary Infrastructure such as Road network, Street lighting; Water pipelines, Storm water drainage, Gardening and beautification within the limits of the Agro-Food Park. The JVC would be responsible for provision of Necessary Services such as power, telecommunication, sewerage disposal, solid waste removal and effluent treatment, transportation, security in the Project Area.		)
Coordinating with trunk infrastructure providers (main water supply pipelines, power, linking roads, railways, telecommunications etc.)	FKL will co-ordinate for provision of infrastructure till the limit of Agro-Food Park.	)
Power in the project area.			)
Bulk Water in the project area.			)
Telecommunications	Basic Telephony, Domestic Long Distance Telephony, International Long Distance Telephony and Cellular mobile services have been opened up for private sector in India. Proximity to Gejjalagere Industrial Area and the developed nodes of Karnataka would enable both public sector service providers (such as BSNL) and private sector service providers to deliver cost-effective services and infrastructure.	Support Role	)
Operation & Maintenance of infrastructure	The JVC would be responsible for the Operation and Maintenance of the Infrastructure created by it.		)
Overall Administration and Management of the Project Area	The JVC shall have the responsibility for the overall administration and management of the Agro-Food Park and shall liaison with various Statutory Authorities. FKL may play a supporting role.		)

1.1 Introduction

1.2 Food Karnataka Limited

1.3 Locational details of the project area

1.3.1 Project Location

1.3.2 Advantages of the Project Area

1.3.3 Other Locational features of Mandya District:

1.4 Details of Horticultural & Agricultural Resources in the District

1.5 Candidate Industries

1.8 Map of Mandya District

2.1 Infrastructure and Facilities proposed

2.2 Estimated Project Cost : Rs.1681 lakhs

2.3 Proposed Means of Finanace : Rs. Lakhs

2.4 Income generation :

2.5 Implementation period : Eighteen Months from the date of signing the

MoU between JV Partner and Food Karnataka Limited.

3.0 PROJECT COST

3.1 Cost of the Project:

7.1 SELECTION PROCESS

7.2 FIRST STAGE (EXPRESSION OF INTEREST)

7.3 SECOND STAGE

7.4 COMMITMENT TO A FAIR AND TRANSPARENT PROCESS

7.5 FEES AND DEPOSITS TO BE PAID BY THE BIDDERS

7.6 TIME TABLE AND MILESTONES – TENTATIVE SCHEDULE

8.1 CONSIDERATION FOR EVALUATION

8.3 SHORTLISTED BIDDERS

9.1 ENQUIRIES & CLARIFICATIONS

9.2 SITE VISIT AND SURVEY

9.3 SUBMISSION OF THE EOI

9.4 INSTRUCTIONS TO BIDDERS

9.5 VALIDITY OF TERMS OF THE EOI

14.1 FOR A BIDDING COMPANY

14.2 FOR A BIDDING CONSORTIUM

15.1 ENTITY TO BE CONSIDERED FOR FINANCIAL CAPABILITY

15.2 ENTITY TO BE CONSIDERED FOR TECHNICAL CAPABILITY

16.1 FINANCIAL CAPABILITY

16.2 TECHNICAL CAPABILITY

17.1 CONSOLIDATED SUMMARY

17.2 DETAILS OF PROJECTS EXECUTED OF SIZE GREATER THAN RS. 20 CRORES (USD 4.2 MILLION)

17.3 DETAILS OF INDUSTRIAL PARK/SEZ/FTZ/AGRO PARK PROJECTS EXECUTED

JV Company