Supplementary Agenda for 63rd Meeting of the BoA for SEZ to be held on 18th September, 2014

1

Supplementary Agenda for the 63rd meeting of the Board of Approval to be held on 18th September, 2014, in the Room No. 47, Udyog Bhawan

Item No. 63.10 : Miscellaneous cases

(i) Request of M/s Adani Power Dahej Ltd. (APDL) for grant of permission for Right of Way to install Coal Conveyor through Dahej SEZ for 4 X 660 MW Thermal Power Project

M/s. Dahej SEZ Limited stands notified over an area of 1704.37.53 hectares at Bharuch, Gujarat.

M/s. APDL is setting up a 4 x 660 MW (2640 MW) imported coal based Thermal Power Project at village – Suva Taluka Dahej, District Bharuch, in the GIDC estate. The site for the proposed plant is located adjacent to the notified Dahej SEZ, Part–1 towards the west side. A utility Corridor RoU of width ranging from 60 M to 135 M is existing within Dahej SEZ Part–I with various gas pipelines, water pipelines, oil pipelines, etc, under the soil cover.

APDL has requested for installing the Conveyor System through Dahej SEZ, Part–I from one end to another end for a length of 3.8 Kms in the existing Utility Corridor. A joint inspection was carried out by APDL with Dahej SEZ officials on 09.01.2014 and it was observed that space is available for installing the coal conveyor in the available utility corridor. Accordingly, application has been made by M/s. APDL for grant of right of way to install coal conveyor subject to certain conditions mentioned in the proposal.

APDL has given an undertaking that there would not be any revenue leakage or diversion of duty free goods to outside the zone and also would not cause any inconvenience to the other units in the zone.

On receipt of in-principle approval from Dahej SEZ Limited, the proposal was forwarded by DC Dahej SEZ to DC KASEZ, who carried out site inspection along with DC Dahej SEZ, Specified Officer of Dahej SEZ and Representative of Dahej SEZ (Developer). It was observed that there is sufficient space available through which the proposed triangular gallery can be installed for carrying coal from the port up to the SEZ on one side and from the SEZ on the other side to the proposed power plant of APDL. APDL has proposed to install round concrete pillars having a diameter of 8100 MM and having distance of 36 M between two pillars. The total numbers of pillars to be erected would be around 110. The height of the pillars would be 6 M and at intersections it would be 15 M. The contiguity of the SEZ will not break in any way and free movement of men and materials will be ensured.

Based on the above, inspection team decided to recommend allowing the right of way to M/s. APDL for laying of triangular conveyor gallery subject to the terms and conditions laid down by M/s. Dahej SEZ Ltd. and certain additional conditions given in the proposal (Annexure-1).

The request is accordingly placed before BoA for its consideration.

2

(ii) Request from M/s. Bagmane Developers Private Limited (BDPL) (SEZ–I), developer of IT/ITES SEZ at Mahadevapura K.R. Puram, Bangalore, Karnataka for extension of validity of formal approval, beyond 30th June, 2014 and for reduction in the area of formally approved SEZ from 10.42 hectares to 6.31 hectares

Formal approval to the developer was granted on 26th October, 2006 over an area of 15.50 hectares. The SEZ is yet to be notified. The land area of formal approval was reduced from 15.50 hectares to 10.42 hectares vide approval letter dated 21st September, 2010. The developer has been granted five extensions validity period of which was upto 30th June, 2014. The developer has requested for further extension so as to implement the project.

The developer has made following investments/plans.

(i) Completed the acquisition process for 6.31 hectares of land (ii) The developer would able to complete the development of 100,000 sqm on this extent of land and meet the minimum area requirement as per amended provisions of the SEZ (Amendment) Rules, 2013. (iii) The developer has initiated the process with State Govt. to obtain necessary approval to notify the land as SEZ and further would initiate with Govt. of India upon receipt of the approval for the extension and commence the development process

The reasons for seeking extension has been mentioned as delay in land acquisition process due to litigation and other commercial differences with the parties who had agreed to transfer land.

The developer has also requested for decrease in area of the SEZ to the extent of 4.11 hectares from the formally approved area of 10.42 hectares, thereby making the area of the formally approved SEZ as 6.31 hectares. The reason for seeking decrease in area has been mentioned as “difficulty in acquiring additional land of 4.11 hectares”. The remaining area will remain contiguous after proposed decrease in area.

DC has recommended the proposal for extension of validity of formal approval by one year and decrease in area of the formally approved SEZ from 10.42 hectares to 6.31 hectares.

The proposal is placed before BoA for consideration.

(iii)
Proposal for cancellation of Formal Approval

In addition to the proposals mentioned in Agenda Item No. 63.7, the following proposal has been received for withdrawal of formal approval:-

Sr. No. Name of the Developer/co- developer Sector Date of formal approval Zone Remarks 1. M/s. Ruchi Reality Holdings Ltd. (village Kannadia, Tehsil and Distt. Indore, M.P.) IT/ITES 27.03.2012 ISEZ The formal approval was granted to the developer on 27.03.2012, which is valid till 26.03.2015. The developer did not take further steps for setting up of the SEZ. The developer was advised by ISEZ on 26.06.2014 to submit necessary documents for

3

notification of the SEZ. In response, the developer informed on 07.07.2014 that they are not able to make the land contiguous and are not in a position to comply with the formalities pertaining to issue of notification. The developer has requested not to consider their application for setting up the SEZ.

The proposal for withdrawal of formal approval of the above mentioned SEZs is placed before BoA for consideration.

(iv) Request of M/s Aachvis Softech Private Limited, developer of sector specific SEZ for IT/ITES at Noida, Uttar Pradesh for change in shareholding pattern

M/s Aachvis Softech Private Limited was granted formal approval on 7th February, 2008.
The SEZ was notified on 15th May, 2008 over an area of 10.0498 hectares. The SEZ is operational as on date.

The developer i.e. M/s. Aachvis Softech Pvt. Ltd has submitted a proposal (Annexure-2) for change in its shareholding pattern as under:-

Existing Shareholding pattern (w.e.f. 31.03.2009)

S. No. Name of Shareholder Number of shares % of shareholding 1. Vistar Constructions Pvt. Ltd. 9999 99.99 2. Surpreet Singh Suri as nominee of Vistar Constructions Pvt. Ltd. 01 0.01 Total : 10000 100%

Proposed shareholding pattern

S. No. Name of Shareholder Number of shares % of shareholding 1. BREP Asia SBS Oxygen Holding (NQ) Ltd., Cayman Islands 38 0.38 2. BREP VII SBS Oxygen Holding (NQ) Ltd., Cayman Islands 11 0.11 3. BREP Asia SG Oxygen Holding (NQ) Pte. Ltd., Singapore 7962 79.62 4. BREP VII SG Oxygen Holding (NQ) Pte. Ltd., Singapore 1989 19.89 Total : 10000 100

M/s. Vistar Construction Pvt. Ltd. is having 100% shareholding of Aachvis Softech Pvt. Ltd. and the two co-developers (M/s. Standard IT Solutions Pvt. Ltd. & M/s. Aachvis IT SEZ Infra Pvt. Ltd.) are 100% subsidiaries of Aachvis Softech Pvt. Ltd. The 100% ownership of the SEZ developer entity shall pass to the purchasers on the sale of 100% equity of M/s. Aachvis Sotftech Pvt. Ltd. only. The shareholding of the co-developers would continue to remain with M/s. Aachvis Sotftech Pvt. Ltd. and would not undergo a change.

M/s. Aachvis Softech Pvt. Ltd. has requested that the director details of the purchasers & the sponsor M/s Blackstone Singapore Pte. Ltd. alongwith their PAN & passport be made a stipulation for issuance of permission to transfer of equity by the BoA. They have undertaken to submit the

4

same to comply with the said stipulation prior to consummating the transaction. It has been further stated that Purchase Agreement requires specific approval of BoA and they have enclosed a copy of the Term Sheet entered into between Blackstone and Vistar Construction Pvt. Ltd.

DC NSEZ has recommended the proposal for consideration by BoA.

The proposal is placed before BoA for its consideration.

---