BOT. HAM. TOT. The three models that govern every NHAI project.

When NHAI requires additional works or services beyond the original agreement, the concessionaire submits a proposal including quantities, unit rates, and schedule impact. The concessionaire absorbs the first 0.25% of Total Project Cost. NHAI reimburses everything beyond that threshold. Any unused portion below 0.25% is credited to a safety fund. All COS orders require NHAI's written approval before work commences.

Force Majeure events are classified into three tiers. Non-Political Events include natural disasters and epidemics. Indirect Political Events include civil unrest with indirect project impact. Political Events cover wars, terrorism, and coups. To qualify, an event must be beyond reasonable control, could not have been prevented by due diligence, and must have a material adverse effect on the party. Eligible FM costs include interest payments on debt, O&M expenses, and inflation-driven cost increases. Loss of toll revenue and debt repayment obligations are excluded. MoRTH directed COVID-19 to be treated as FM, but enforcement in practice has been difficult: courts apply narrow FM clause interpretation, and contractors already in default before FM cannot invoke it.

During construction, if physical progress in any continuous 3-month period falls below 75% of revised schedule targets, NHAI may invoke termination. No termination payment applies if physical progress is below 40% at termination. Post-COD (Commercial Operation Date), material defaults in toll collection or maintenance capability are additional triggers. Termination payment liability is capped at 115% of Total Project Cost (recently increased from 100%). NHAI also holds a traffic-based buyback right: if average daily traffic reaches design capacity in 2 of 3 consecutive accounting years, NHAI may terminate with 90 days' notice.

The selected bidder and consortium members must collectively hold a minimum 51% of paid and issued equity in the Special Purpose Vehicle (SPV). The selected bidder must individually hold at least 26%, representing at least 5% of Total Project Cost. These requirements must be maintained throughout the entire construction period plus one year after completion (excluding items pending due to NHAI reasons). Any change of ownership requires NHAI's prior written approval. Changes during construction are prohibited. Lenders and NHAI restrict ownership changes because the original promoter's experience and financial status are the basis of project award.

Disputes follow a four-tier process. First: the Authority Engineer or Independent Engineer attempts amicable settlement. Second: the Dispute Resolution Board (DRB), comprising technical and legal experts, provides recommendations. A January 2026 MoRTH circular (H-25011/02/2025-P&P) clarified that DRB recommendations are advisory only, not binding. Third: Conciliation through the Conciliation Committee of Independent Experts (CCIE), comprising 3 professionals from a notified panel including retired judges, civil servants, finance specialists, and technical experts. Fourth: Binding arbitration under the Arbitration and Conciliation Act, 1996. DRB's advisory-only status is a significant shift that affects dispute strategy for concessionaires.