1. Disinvestment of Tourism Hotels/Guest Houses of Government of Uttar Pradesh Pre-Bid Conference February 7, 2009 Lucknow

2. U.P. – TOURISM POTENTIAL UP has wide diversity of Historical Places
Religious attractions
Culture
Forests & Wild Life
Over 11.9 Crore Tourist visited Uttar Pradesh during the year 2007

3. U.P. GOVT INITIATIVES Thrust on infrastructure development
Taj Expressway, Ganga Expressway
Various other Road Projects
New Airport at Kushinagar/ Greater Noida/ Saharanpur
Creation of additional MW electricity generation capacity by 2012
Other large initiatives for development of transport infrastructure, urban development, tourism development etc. Increased Plan size.
Thrust on development under PPP mode

4. PROPOSAL
To seek Financial Bids from reputed Technically & Financially capable Private Investors to own 76% equity in each of the 22 SPVs containing 70 existing Hotels / Tourist guest houses owned by GoUP/ UPSTDCL for operating such units in hospitality sector on sound commercial lines.

5. OBJECTIVE
Development and strengthening of tourism infrastructure in Public Private Partnership
Repositioning the business of existing tourist hotels/guest houses of Government of Uttar Pradesh
To provide best hospitality facilities/environment to domestic/foreign tourists

6. ADVANTAGE FOR PVT. SECTOR
Ready Infrastructure
Good locations
Large land area – scope for expansion
Clear title – Seller is State Govt.
Newly formed companies – no unknown old liabilities/disputes
Complete Management with Investor
Govt. to act as facilitator
Investor Cell in Udyog Bandhu for Coordinated Action

7. SCHEME 70 Units owned by GoUP/UPSTDCL shall be disinvested
These units have been grouped into 22 bundles
Each bundle will form a SPV (Public Ltd. Company)
Units owned by UPSTDCL shall be demerged into SPVs
After Demerger units owned by GoUP will be transferred to respective SPVs.
The demerger process and the formation of SPVs already started

8. SCHEME… 76% of equity share of each SPV shall be disinvested
24% of equity share of each SPV shall be retained by GoUP which may be allowed to come down to 11%
Employees will be offered VRS before disinvestment
Remaining employees in units will be transferred to respective SPVs
Terminal Dues like Gratuity and Leave Encashment of remaining employees as on date of transfer would be funded by GoUP and kept in separate Account.

9. THE BUNDLES

10. TAJ VIRASAT (SPV 1) Rahi Tourist Bungalow, Raja Mandi, Agra
Rahi Tourist Bungalow, Mathura
Employees - 35

11. GYANUDAY (SPV 2) Rahi Tourist Bungalow, Sarnath, Varanasi
Rahi Tourist Bungalow, Ghazipur
Rahi Tourist Bungalow, Doharighat
Rahi Tourist Bungalow, Ramgarh Taal, Gorakhpur
Employees - 17

12. SIDDHARTH(SPV 3) Rahi Tourist Bungalow, Balrampur
Rahi Tourist Bungalow, Naugarh, Siddharthnagar
Employees - 14

13. TRIVENI (SPV 4) Rahi Triveni Darshan, Allahabad
Rahi Tourist Bungalow, Vindhayachal, Mirzapur
Rahi Tourist Bungalow, Neemsar, Sitapur
Rahi Tourist Bungalow, Ayodhya
Rahi Tourist Bungalow, Munsiganj, Sultanpur
Employees - 23

14. SHAHJAHANPUR (SPV 5) Rahi Tourist Bungalow, Shahjahanpur
Rahi Tourist Bungalow, Sandhi Jheel, Hardoi
Rahi Tourist Bungalow, Hargaon, Sitapur
Employees - 4

15. ADHYAVASAI (SPV 6) Rahi Tourist Bungalow, Mirzapur
Rahi Tourist Bungalow, Kannauj*
Rahi Tourist Bungalow, Raibarielly*
Rahi Tourist Bungalow, Bhadohi
Rahi Tourist Bungalow, Jagdishpur, Sultanpur
Rahi Tourist Bungalow, Mirzapur
Employees - 35

16. PANCHAL(SPV 7) Rahi Tourist Bungalow, Bareilly
Rahi Tourist Bungalow, Badaun
Rahi Tourist Bungalow, Kachla Badaun
Rahi Tourist Bungalow, Soron, Etah
Rahi Tourist Bungalow, Sankissa, Farrukhabad
Employees – 19

17. HINDON (SPV 8) Rahi Tourist Bungalow, (Hindon Motel), Ghaziabad
Employees - 10

18. HASTINAPUR(SPV 9) Gazal Tourist Resort, Narora, Bulandshahar
Rahi Tourist Bungalow, Muzzafarnagar
Rahi Tourist Bungalow, Shukratal, Muzzafarnagar
Employees - 3

19. BRIJ DARSHAN (SPV 10) Rahi Tourist Bungalow, Radhakund, Mathura
Rahi Tourist Bungalow, Gokul Gaon, Mathura
Rahi Tourist Bungalow, Barsana, Mathura
Paryatan Complex, Nagla Chandrabhan, Mathura
Employees - 3

20. AWADH (SPV 11)
Hotel Gomti, Lucknow
Employees - 98

21. BUNDELKHAND (SPV 12) Rahi Tourist Bungalow, Jhansi
Rahi Tourist Bungalow, Mahoba
Rahi Tourist Bungalow, Deogarh, Lalitpur
Employees - 17

22. GARHMUKTESHWAR (SPV 13) Rahi Tourist Bungalow, Garhmukteshwar
Employees - 3

23. Central Government Assisted

24. BRIJ (SPV 14) Rahi Tourist Bungalow, Bateshwar, Agra
Gokul Restaurant, Mathura
Yatri Niwas, Vrindavan
Tourist Complex, Vrindavan
Employees - 11

25. SATYADARSHAN (SPV 15) Rahi Tourist Bungalow, Shravasti
Rahi Tourist Bungalow, Deoriya
Rahi Tourist Bungalow, Basti
Rahi Tourist Bungalow, Kapilavastu, Sidharthnagar
Rahi Tourist Bungalow, Sunauli, Maharajganj
Employees - 14

26. GANGASARYU (SPV 16) Rahi Tourist Bungalow, Varanasi
Rahi Tourist Bungalow, Chunar Sonbhadra
Yatri Niwas, Ayodhya
Employees - 28

27. BITHUR (SPV 17) Rahi Tourist Bungalow, Rania, Kanpur Dehat
Rahi Tourist Bungalow, Tatyaganj, Kanpur Nagar
Rahi Tourist Bungalow, Bithur, Kanpur
Rahi Tourist Bungalow, Khaga, Fatehpur
Employees - 9

28. PASCHIMANCHAL(SPV 18) Rahi Tourist Bungalow, Moradabad
Rahi Tourist Bungalow, Khurja, Bulandshahr
Rahi Tourist Bungalow, Sardhana, Meerut
Rahi Tourist Bungalow, Kandhala, Muzzafarnagar
Employees - 14

29. MADHYANCHAL (SPV 19) Rahi Tourist Bungalow, Shikohabad
Rahi Tourist Bungalow, Near Sumer Singh Qila, Etawah
Wayside Amenities, Orraiya*
Rahi Tourist Bungalow, Bhartari, Aligarh*
Rahi Tourist Bungalow, Bewar, Mainpuri
Employees - 1

30. ABHIRANYA (SPV 20) Rahi Tourist Bungalow, Tiger Den Dudhwa, Khiri
Tourist Complex, Patna Pakshi Vihar, Etah
Employees - 3

31. SANGAM (SPV 21) Rahi Tourist Bungalow, Allahabad
Rahi Tourist Bungalow, Chitrakoot
Rahi Tourist Bungalow, Bhupiamau, Pratapgarh
Employees - 58

32. TAJ SHILP (SPV 22)
Shilpgram Restaurant, Agra
Employees - 8

33. ELIGIBILITY CRITERIA Applicant - Companies
(Individually or in Consortium with other Companies)
Qualifications
Technical
- 3 years experience in hospitality services
- Average Annual Turnover for last three years from hospitality services –
SPV NOS.
AVERAGE ANNUAL TURNOVER
3, 4, 5, 9, 7, 13, 10, 19, 20, 22
150 LAKH
1, 2, 6, 8, 11, 12, 14, 15, 16, 17, 18, 21
250 LAKH

34. ELIGIBILITY CRITERIA…
Financial
- Networth For the Applicants
SPV NOS.
NETWORTH
3, 4, 5, 7, 9, 10, 13, 20, 22
2.5 CRORE
1, 2, 6, 12, 14, 15, 16, 17, 18, 19, 21
5 CRORE
8, 11
10 CRORE

35. ELIGIBILITY CRITERIA…
For Consortium
Maximum 4 members through SPV/ MoU
Specify Lead Member
Lead Member to hold
- minimum 26% interest and should satisfy 51% financial capability
- Technical member - minimum 26% interest and
should satisfy 51% technical capability
- Other members to have atleast 10% interest each
- Consortium as a whole to satisfy Financial and
Technical Capability
Financial and Technical Capability OF Group Companies upto 2 allowed.

36. BID PROCESS – Bank Draft/ Bank Guarantee valid for 6 months
Separate Bid for each SPV
Eligible applicants can bid for more than one SPVs
Bid Security
– Bank Draft/ Bank Guarantee valid for 6 months
- Separate Bid Security for each SPV
- Bid Security of highest two Bidders to be retained till completion of Transaction
Amount of Bid Security SPV wise:
Sl. No.
SPVs
Amount of Bid Security per SPV (Rs. In Lakh) 1.
3, 5, 9, 10, 20, 22 25 2
4,7,13, 19 50 3
1, 2, 6, 12, 14, 15, 16,17, 18, 21
100 4
8, 11
200

37. BIDDING PROCESS RFQ and RFP Documents are available for sale
RFQ and RFP to be submitted in separate envelops
Data Room for Due Diligence is opened at Lucknow from to
To access Data Room, Interested parties to submit :
Technical & Financial capability duly certified by CA
Audited Balance Sheets
to sign Non Disclosure Agreement
Draft for 20000/-

38. BIDDING PROCESS…
Reserve Price for 76% equity of each SPV to be announced on February 14, 2009
Last date of submission of Bids February 18, 2009
RFQ would be evaluated on February19, 2009
Bid documents to be evaluated February 20, 2009
SPV wise Financial bids to be opened February 21, 2009
Financial Bid – Purchase Consideration for 76% equity of each SPV
Highest financial bid above Reserve Price to be declared Successful bidder
If one Bidder is successful in respect of more than 1 SPV – Cumulative Networth required
Successful bidder to be issued letter of award February 24, 2009
Share sale agreement and shareholders’ agreement to be signed on sanction of demerger and transfer of units by GoUP

39. TERMS OF TRANSFER.. Lock In Period for investor’s shares– 3 years
Inter se transfer amongst consortium members allowed subject to lead and member qualifying technical qualification retaining atleast 26% stake
Minimum Investment per SPV for development -25% of the financial bid of sucessful bidder
Further minimum investment can be by way of equity or loan subject to maintaining minimum Govt equity at 11% post issue.

40. TERMS OF TRANSFER..
Raising of loans against existing properties for development of units allowed.
Two GoUP Nominee Directors on the Board of SPV including Non Executive Chairman
Managing Director to be appointed by Investor
Day to Day Management with the Investor
Further Issue of shares on Right basis, GoUP’s option to renounce in favor its Nominee or forego that Right
Investor can pledge his shares for raising loan for Company with GoUP approval
After 3 years if Investor wants to sell its shareholding – first offer to GoUP & vice versa

41. TERMS OF TRANSFER… Employee Matters
VRS to be given to Regular Employees by UPSTDCL before disinvestment
Remaining Employees in respective SPVs as on date of Transfer of shares to be retained by Investor
Investor also to offer VRS to employees between 6-12 months after purchase of shares
No adverse change in terms of employment
Adherance to Reservation Policy of GoUP

42. Matters requiring Prior GoUP Approval
Any alteration of the Capital Structure of the Company which has the effect of reducing the Government shareholding to less than 11% of the paid up share capital.
Commencement of any new line of business not related to Hospitality Services and/ or discontinue existing line of Business.
Taking any steps to wind-up or terminate the corporate existence of the Company
Entering into of an amalgamation, merger or consolidation with any other company or body corporate.
Establishment of any subsidiary or associated company with objects other than Hospitality Services by the Company.
Sale of surplus land for development of the Unit(s)/ setting up of other Hospitality/ Tourism services in the Company.

43. Matters requiring GoUP Nominee Directors Presence & Approval
- Change in the Main Objects of the Company.
The making, directly or indirectly, of loans or advances in any Financial Year in excess of Rs.10,00,000 (Rupees Ten Lakh only) to any Person other than in the ordinary course of business of the Company.
Obtaining directly or indirectly, of loans or advances in any Financial Year in excess of Rs.200,00,000/- (Rupees Two Crore only)
The entering by the Company into any business relations or contracts (including the conclusion or termination of Agreement) having commitment exceeding Rupees One Crore with any Associate of the Investor and/or the Consortium Member(s).

44. Matters requiring GoUP Nominee Directors Presence & Approval…
The granting of any security or creation of any encumbrances on the assets of the Company or guaranteeing the debts or performance of any person for other than the Business of the Company.
Issue of further equity share capital

45. Thank You