IBL GroupG SectionC Project Report

Section c

INTERNATIONAL BUSINESS LAW

Formation of Indian Company,

Joint Venture,

Tender Process

& Bidding process

Submitted by:

Section C - Group G

Alankar (108)

Abhishek (107)

Anurag Ranjan (112)

Rohan Prasad (141)

Rohit Mittal (142)

Aditya Adavi (4K)

INDIAN INSTITUTE OF FOREIGN TRADE,

NEW DELHI

pg. 1

Table of Contents

FORMATION OF INDIAN COMPANY (Process Flow Chart)................................................................... 3

Steps to be taken to get incorporated a private limited Company: ............................................... 3

Additional Steps to be taken for formation of a Public Limited Company ..................................... 5

Type of Company ............................................................................................................................ 6

Basis of deciding the name of the company ................................................................................... 7

Disclosure Form ‐ for incorporation of Company ........................................................................... 8

Approval of name by Registrar of Companies (ROC) ...................................................................... 9

Finalization of Memorandum of Association and Article of Association (MOA & AOA) .............. 10

Filing of Forms with Registrar of Companies ................................................................................ 12

Payment of fees to Registrar of Companies ................................................................................. 13

Certificate of Commencement of Business .................................................................................. 14

Statement in lieu of prospect (SLP) .............................................................................................. 15

MEMORANDUM OF ASSOCIATION ................................................................................................... 16

Existing in TSIL ............................................................................................................................... 24

Joint Venture Agreement .................................................................................................................. 25

I. Information of Joint Venture Company ......................................................................................... 25

II. Payment for equity participation .............................................................................................. 26

III. Decision by Board of Directors ................................................................................................ 28

IV. Distribution of profits .............................................................................................................. 29

V. Grant of Licence ........................................................................................................................ 29

VI. Grant of sub-licence ................................................................................................................. 30

VII. Trade mark .............................................................................................................................. 30

VIII. Grant of Technical Assistance ................................................................................................ 30

IX. Installation of Plant & Machinery ............................................................................................ 31

X. Maintenance Facilities .............................................................................................................. 31

pg. 2

XI. Operation of Facilities .............................................................................................................. 31

XII. Testing Facilities ...................................................................................................................... 32

XIII. Research and Development ................................................................................................... 32

XIV. Training .................................................................................................................................. 32

XV. Restriction on sale of shares ................................................................................................... 34

XVI. Buy-sell arrangement ............................................................................................................ 34

pg. 3

FORMATION OF INDIAN COMPANY (Process Flow Chart)

Registrars of Companies (ROC) appointed under Section 609 of the Companies Act

covering the various States and Union Territories, are vested with the primary duty of

registering companies floated in the respective States and Union Territories and of

ensuring that such companies comply with statutory requirements under the Act.

These offices function as registries of records relating to the companies registered

with them, which are available for inspection by members of the public on payment of

the prescribed fee.

The Registrars of Companies in different States primarily deal with the Incorporation

of companies, change of name of companies, change of financial year, conversion of

companies from Private to Public and vice versa, striking off of the names of

companies, and default action against companies.

The steps to be followed for registering a private limited or a public limited company

are enlisted here.

Steps to be taken to get incorporated a private limited Company:

Select, in order of preference, a few suitable names, not less than four,

indicative of the main objects of the company.

Ensure that the name does not resemble the name of any other company

already registered and also does not violate the provisions of Emblems and

Names (Prevention of Improper Use) Act, 1950.

Apply to the concerned ROC to ascertain the availability of a name in the

General Rules and Forms along with a fee of Rs.500/- If the proposed name is

not available apply for a fresh name on the same application.

Arrange for the drafting of the Memorandum and Articles of Association by the

solicitors, the vetting of the same by the ROC and the printing of the same.

Arrange for the stamping of the Memorandum and Articles with the

appropriate stamp duty.

pg. 4

Get the Memorandum and Articles signed by at least two subscribers in his

own hand, his father's name, occupation, address and the number of shares

subscribed for and witnessed by at least one person.

Ensure that the Memorandum and Articles are dated after the date of

stamping.

Get the following forms duly filled up and signed:

o Declaration of Compliance

o Notice of the situation of the registered office of the company

o Particulars of the Director, Manager or Secretary

Present the following documents to the ROC with the filing fee and the

registration fee:

o The stamped and signed copies of the Memorandum and Articles of

Association (3 copies).

o Form-1, 18 & 32 in duplicate.

o Any agreement referred to in the M & A.

o Any agreement proposed to be entered into with any individual for

appointment as Managing or whole time Director.

o Name availability letter issued by the ROC.

o Power of Attorney from the subscribers in favour of any person for

making corrections on their behalf in the documents and papers filed

for registration.

o Pay the Registration and Filing Fee by Demand Draft/Banker's Cheque

if it exceeds Rs.1000/-

o Obtain the Certificate of Incorporation from ROC.

pg. 5

Additional Steps to be taken for formation of a Public Limited

Company

Consent of Directors to act as such in Form No.29.

Arrange for payment of application and allotment money by Directors on

shares taken or agreed to be taken.

File the Statement in Lieu of Prospectus with the ROC in schedule-iv of the

Companies Act.

File a declaration in Form-20 duly signed by one of the Directors.

Obtain the Certificate of Commencement of Business.

pg. 6

Type of Company

TYPE OF COMPANY

Public Private

Minimum paid up capital Rs. 5 Lacs

Maximum no. of members ‐ Unlimited

Minimum no. of Directors 3

Minimum no. of Subscribers ‐ 7

Minimum paid up capital Rs. 1 Lacs

Maximum limit of member s = 50

Minimum no. of Directors ‐ 2

Minimum no. of Subscribers ‐ 2

pg. 7

* ‐ A private company which is a subsidiary of a public company is deemed to be a public company. All

the provisions of Companies Act, 1956 as applicable to Public Company are also applicable to Private

Limited Company except the provisions relating to the basic structure of the Private Limited.

** ‐ Prohibition for any invitation or acceptance of deposit other than its member, directors of their

r e l a t i v e .

**‐ Conversion of Private company to Public company: A Private company has limit its maximum

number of members to 50. If a company has some expansion plans and it intends to raise funds

through some external sources mainly from the general public, Initial Public Offer (IPO) is one of the

best mean to raise funds from the public. But a private company cannot raise funds through IPO due

to the restriction as per the company law. Therefore, firstly it requires getting convert into public

company and going for an IPO.A detailed process flowchart is as follows:

Basis of deciding the name of the company

BASIS OF DECIDING THE NAME OF THE COMPANY

Should reflect the activity/ objective of the company

Maximum of 6 names in order of preference

A Disclosure Form needs to be filled at this stage. Sample format attached below.

pg. 8

Name of the Bank Proposed Authorized Signatory

Singly / Jointly

Disclosure Form ‐ for incorporation of Company

1. Proposed Name of the Company :( Maximum Six Name in order of Pref.)

1. 2. 3. 4. 5. 6.

2. Name of the Applicant applied for Name availability

Name of the Applicant ( must have digital signature)

Occupation Address State Country Pin code

3. Shareholding pattern:

Name of the Subscriber

Husband / Father’s Name

No. of Share Held

Nominal value per share

Date of Birth/ incorporation

4. Registered office of the Company:

5. Detail of Director

Name of the Director

Father’s Name

DIN Number Nationality Date of Birth Address

6. Share Capital of the Company:

Share Capital Amount No. of Shares Face value per share

Authorized Share Capital

Paid‐Up Share Capital

7. Bank Detail:

pg. 9

Approval of name by Registrar of Companies (ROC)

Approval of name by ROC

Name applied for is available for registration of the company

The name is valid for a period of 60 days within which all the formalities relating to incorporation needs to be completed

It can further be extended for a period of 30 days

Fees for extension is Rs. 250/‐

If fail to complete all formalities relating to incorporation within the specified period, then re‐ apply for name

Application for extension of time period should be filed before expiry of 60 days

pg. 10

Finalization of Memorandum of Association and Article of Association (MOA & AOA)

1st clause contains the name of the company

NAME CLAUSE

REGISTERED OFFICE CLAUSE

Specifies the state where RO Of the company is situated

Main object to be pursued by the company on its incorporation

OBJECT CLAUSE

Incidental or Ancillary Other object

To the attainment of main object

The company may take up in future

MOA

LIABILITY CLAUSE

Limited by share

Limited by guarantee

Limited up to the amount of share they undertake to subscribe Limited up to the amount of guarantee member undertake to contribute

CAPITAL CLAUSE

The total amount of share capital with which the company is registered and its division into different classes or kinds of capital, the number of share of each kind, the face value per share has to be stated

SUBSCRIPTION CLAUSE

Each of the subscriber, 7 in case of Public company and 2 in case of Private Limited company undertake to take the share mentioned in the MOA against his name by putting his signature on the MOA

pg. 11

AOA

It contains the internal regulation and bye – laws covering procedure, share, meeting, directors and other administrative issues

Stamping of Memorandum of Association and Article of Association

Rules of stamping of MOA and AOA

Stamp duty differ from state to state

As per Schedule 1A of Delhi Stamp Act

On MOA On AOA

Filing up of TR‐6 challan (in Triplicate) and deposit it in the treasury of court

Fixed – Rs. 200/‐

0.15% of the Authorised share capital of the company up to a Maximum of Rs. 25 Lacs, in favour of SBI, Tees Hazard, PAO 6

pg. 12

Filing of Forms with Registrar of Companies

Form No. 1 Statutory declaration: A declaration that all the requirements of this act and rules there under have been compiled with. i. e. respect of registration, shall be filed with ROC and ROC may accept such a declaration as sufficient evidence of such compliance

MOA & AOA and POA, filed as an attachment

FORMS

Form No. 32

The appointment of director/ manager/ Managing director of the company

Attach consent letter of director in this form

Form No. 18

The registered office of the company with full address of the office as well as the police station near that area.

pg. 13

Payment of fees to Registrar of Companies

Pay ROC Challan

Through Credit Card By Cash By cheque/ Demand Draft

In favour of MCA Collection Account, ICICI Bank

pg. 14

Certificate of Commencement of Business

A Public company cannot start its business unless it gets a certificate of commencement of

business (COB) from the Registrar of companies.

In case of Private Company, the same is not required. It can start its business immediately after

getting certificate of incorporation from registrar of company.

Process Flow Chart

Certificate of Commencement of Business

Filing of Form No. 20

Statement in lieu of prospect

MOA & AOA

List of directors & shareholder

Stamp paper of Rs. 20/‐

Consent letter of auditor & Form no. 23B

pg. 15

Statement in lieu of prospect (SLP)

SLP

SLP to be delivered to the ROC which does not issue a prospectus or which does not go to allotment on a prospectus issued and reports sent out therein

Authorised Capital of the company

Detail of directors

Detail of preliminary expenditure

Detail of auditor

Annexure

‐ A

Annexure

‐ B

Annexure

‐ C

Resolution for filing of SLP – Authorised by director

Name and address of the Directors

Registration Fee + Stamping Charges + filing fee

Covering the provision in AOA of the company

Detail of preliminary expenditure

Appointment of auditors

Relating to remuneration of directors, MD and manager

Appointment of director, MD and manager

pg. 16

MEMORANDUM OF ASSOCIATION

UNDER THE COMPANIES ACT, 1956 (1 OF 1956) COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF TIRUPATI ISPAT STEEL LIMITED

1. To carry on in India and elsewhere the trade or business or manufacturing, prospecting, raising,

operating, buying, selling, importing, exporting, purchasing otherwise dealing;

(i) in iron and steel of all qualities, grades, types and kinds as iron mongers, iron masters,

steel makers and steel converters;

(ii) in Ferro Silicon, Ferro-Chrome and/or all products made of Iron and Steel, Coking

coal, Manganese, Ferro manganese, Limestone, Refractories, Iron-ore and other alloys;

(iii) as miners, smelters, iron founders in all respective branches;

(iv) in stainless steel, silicon steel, special steel, mild steel and in allied products, fireclay, dolomite, limestone, refractories, iron ore, bauxite, cement, chemicals, fertilizers, manures, distilleries, dye making and industrial and non-industrial gas, lime burners, stone quarrying, concrete manufacturing in all respective branches, and other allied input or other materials, and, for that purpose to construct, install, operate, manage and maintain all plants, mines, establishments, works etc.

3. To do consultancy services required to design, establish, provide, maintain and perform

engineering and related technical and consultancy services for the development of ferrous and

non-ferrous metallurgical enterprises, chemical and petro-chemical enterprises, fertilizer

plants, cement plants, refractory plants, laboratories for control and/or research purposes,

water works, gas works, sewage disposal plants, thermal and hydro-electric power stations,

electrical generators, transmission and distribution and all other types of industrial projects,

and for that purpose to prepare and get prepared feasibility reports, detailed project reports,

market studies, techno-economic investigations, survey of all types, site selection, planning

basic and process engineering, preparing specifications and documents, tender evaluation and

purchase assistance, detailed design and working drawing, shop inspection, expediting

construction, supervision, project management, commissioning, operation and maintenance,

training of personnel, pre and post operation consultancy and any such other services.

Clause Existing in TSIL

I. The name of Company is the “TIRUPATI STEEL AND ISPAT LIMITED” Name of the

Company

II. The Registered office of the Company will be situated in the State of CHHATTISGARH Registered

Office

III. The Main Objects for which the Company is established are : Objects

(A) The Main Objects to be pursued by the company on its incorporation are : Main

Objects

pg. 17


4. To construct, execute, carry out, improve, develop, manage or control iron and steel

Works And By-products and Ancillary plants, fertilizer plants, coke ovens,

Foundries furnaces, bricks kilns, refractory works, factories, railways, tramways,

ropeways, Runways, roads, aerodromes, docks, harbours, piers wharves, dams, barrages,

weirs, reservoirs, Embankments, canals, irrigation, power houses, transmission lines,

reclamation, improvement, Sewage, drainage, sanitary, water, gas, electric, light, telephone

and power supply works and Hotels, houses, markets and buildings, private or public,

and all other works, conveniences Whatsoever, and generally to carry on the

business of builders, contractors, engineers, Architects, estimators, and designers in all

their respective branches and to undertake works on Contract basis for civil engineering,

mechanical engineering, electrical engineering, erection. Engineering, water supply, etc. And

to tender for such works, and to undertake consultancy, Services in the above fields,

general accounting, material management, industrial engineering and other management

services, etc.

5. To plan, promote, and organise an integrated and efficient development of the iron and Rapid &

steel and its associated input industries such as iron ore, coking coal, manganese, integrated

limestone, refractories etc. growth

6. To promote or concur in the promotion of any Company, the promotion of which shall

Be considered desirable.

7.

To carry on the business of trading in and dealing in any manner whatsoever

in all commodities, goods and things, manufactured, produced or dealt with in any manner by

any of the subsidiaries of the Company To deal with

goods

etc., dealt

with by

subsidiaries

8.

To arrange, secure and make available to its subsidiary and other concerned

organisations, Such facilities, resources, inputs and services as may be required. As an helper

& a

servicing

agency for

the

Subsidiaries.

(B) The Objects incidental or ancillary to the attainment of the Main Objects are :

9. To enter into any arrangement with the Government of India or with any other Government or any local or State Government or with authorities, supreme, national, local, municipal or otherwise or with any person for the purpose of directly or indirectly carrying out the objects of furthering the interests of the Company or its members and to obtain from any such government, State, authority, or person any charters, subsidies, loans, indemnities, grants, contracts, decrees, rights sanctions, privileges, licences or concessions, whatsoever (whether statutory or otherwise) which the Company may think it desirable to obtain and carry out, exercise and comply with the same.

10.

Subject to provisions of the Act and directives issued by the Reserve Bank of India from time to time, to borrow money or to receive money or deposits for the purpose of financing the business of the Company either without security or secured by debentures, stock (perpetual or terminable) mortgage or other security charged on the undertaking or all or any of the assets of The Company including uncalled capital and to increase, reduce or payoff any such securities.

Borrowing

Powers

pg. 18

Clause

Existing in TSIL

11.

To lend money or property to the subsidiaries or to others on mortgage of immovable

property or against bank guarantee and to make advances of money against future

supply of goods and services on such terms as the Directors may consider necessary

and to invest money of the Company in such manner as the Directors may think fit and sell,

transfer or deal with the same. To lend money

12.

To acquire by purchase, lease, exchange, hire or otherwise, or to construct and

maintain factories, works buildings, and conveniences of all kinds, land, buildings,

apartments, plant, machinery and hereditaments of any tenure or description, situated in India

or in any other part of the world and any estate or interest therein and any right over or

connected with land so situated and to turn the same to account in any manner as may

seem expedient, necessary or convenient to the Company for the purposes of its business.

To acquire and

lease property

13.

To obtain, apply for, arrange for the issue or enactment of order or Act of Legislature

or any Authority in India, or any other part of the world for enabling the Company to

obtain powers, authorities, protection, financial and other help necessary or expedient to

carry out or extend any of the objects of the Company or for any other purpose which

may seem expedient and to oppose any proceedings or applications or any other

endeavours, steps of measures which may Seem calculated directly or indirectly to prejudice

the Company's interests.

To obtain

authority etc.,

to carry out its

Objects.

14.

To apply for, purchase or otherwise any trademarks, patents, brevets invention, licences,

concessions, and the like, conferring any exclusive or non-exclusive or limited right to

use, or any secret or other information as to any invention which may seem capable of

being used for any of the purposes of the Company, or the acquisition of which

may seem calculated, directly or indirectly, to the benefit of the Company, and to use,

exercise, develop, or grant licences in respect of or otherwise turn to account the

property, rights or information so acquired.

To acquire

know-how etc.

15.

To establish, provide, maintain and conduct or otherwise subsidise research laboratories

and experimental workshops for scientific, technical or research experiments, and to

undertake and carry on directly or in collaboration with other agencies scientific

and technical research, experiments and tests of all kinds, to process, improve and

invent new products, and their techniques of manufacture and to promote, encourage,

reward in every manner studies and research, scientific and technical investigations,

and inventions of any kind that may be considered likely to assist, encourage and

promote repaid advances in technology, economies, import substitution or any business

which the Company is authorised to carry on.

To undertake

research and

development

16.

To sell, improve, manage, develop, exchange, loan, lease, or let, under-lease,

sub-let, mortgage, dispose of, deal with any manner, turn to account or otherwise deal

with any rights or property of the Company

To improve

property etc.

17.

To accumulate funds and to invest or otherwise employ moneys belonging to or

with the Company as per the extant DPE Guidelines or in the purchase or acquisition

of any shares, securities, or other investment whatsoever whether movable or immovable

upon such terms as may be thought proper and from time to time vary all or any

such investment in such Manner as the Company may think fit.

To invest

money

pg. 19


18. To enter into partnership or into any arrangement for joint working, sharing or pooling profits, amalgamation, union of interests, cooperation, joint venture reciprocal concession or otherwise or amalgamate with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Company is authorised to carry on or engage in, or any business undertaking or transaction which may seem capable of Being carried on or conducted so as directly or indirectly to benefit this Company.

Joint Ventures

19. To provide for the amelioration and welfare of persons employed or formerly employed by the Company and the wives, families, dependents or connections of such persons by building or contributing to the building of houses, dwellings or by grants of money, pensions, allowances, bonuses or other payments or by creating and from time to time subscribing or contributing to Provident Fund and other Associations, Institutions Funds or Trusts or by helping persons employed by the Company to effect or maintain insurance on their lives by contributing to the payment of premium or otherwise and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendance And other assistance as the Company shall think fit.

To provide for welfare of employees

20. To sell or dispose of the undertaking of the company or any part thereof for such consideration as the Company may think fit and in particular for shares, debentures or

To sell Property.

securities of any other association, corporation of company, to promote or aid in the promotion

of any other company or partnership for the purpose of acquiring all or any of the

property, rights or liabilities, of the Company, or for any other purpose which may seem directly or Indirectly calculated to benefit the Company

21. To enter into contracts of indemnity and guarantee. To enter into

contracts

22. To establish and maintain agencies branch-places and local registers, to procure registration or recognition of the Company and to carry on business in any part of the world and to take such steps as may necessary to give the Company such rights and privileges in any part of the world as are possessed by local companies or partnership or as may be thought desirable.

To establish agencies etc.

23. To acquire shares, stocks or securities in or of any Company carrying on any business which the Company is entitled to carry on or off any other company or undertaking the acquisition of which may seem likely or calculated directly or indirectly to promote or advance the interests of or be advantageous or beneficial to the Company and to sell or dispose of or transfer any such shares, stocks or securities.

Acquisition of companies

24. To subscribe for, underwrite, purchase or otherwise, acquire, and to hold, dispose of and deal with the shares, stocks, securities and evidences of indebtedness or the right to participate in profit or other similar documents issued by any Government, authority, corporation or body or ny company or body of persons, and any options or rights in respect thereof.

To Subscribe

for shares

25. To open an accounts or accounts with any individual firm or company or with banks or bankers and to pay into and withdraw money from such account or accounts.

26. To carry on any other business whether trading or otherwise which may seem to the Company capable or being conveniently combined/carried on in connection with the above or calculated

directly or indirectly to enhance the value of or render profitable any of the property or rights of

the Company.

pg. 20


27. To carry on business as timber merchants, and growers, saw mill proprietors and makers of

Furniture and wood products of all kinds.

28. To carry on all or any of the business usually carried on by land Companies and colonisers in all their several branches, and in particular to layout, improve, alter and develop by draining, cleaning, road-making or otherwise any property, and thereon to erect, construct, pull down, alter or rebuild, assist in erecting and constructing, pulling down, altering or rebuilding any buildings or works -whatsoever.

29. To carry on the business of printers, lithographers and binders.

30. To manufacture, buy, sell, exchange, install, work, alter, improve, manipulate, prepare for market, import or export and otherwise deal in all kinds of plant and machinery, wagons, rolling stocks, apparatus tools, utensils, substances, materials, and things, necessary or convenient for carrying on any of the business which the Company is authorised to carry on or which is usually dealt in by persons engaged in such business.

31. To carry on the business of armament manufacturers in all its branches and particular to manufacture, sell, maintain, repair, and deal in guns, gun carriages, torpedoes, tanks, armoured cars and other vehicles, machine guns, rifles and small arms and all descriptions of ordinance, armament, arms, weapons, ammunition, explosives and munitions of war and all component parts, spare parts, equipment thereof and accessories thereto or apparatus for use in connection therewith.

32. To pay all the costs, charges and expenses of and incidental to the promotion, formation, registration, and establishment of the Company and the issue of its capital and to remunerate or make donations to (by cash or other assets or by the allotment of fully or partly paid shares or by a call or option on shares, debentures, debenture-stocks or securities of this or any other company or in any other manner whether out of the company's capital or profits or otherwise) Any person, persons, or Company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company's capital or any debenture stock or other securities of the company or in the conduct of its business or in introducing any property or business to the company or for any other reason which the Company may think proper.

33. To sell, let, dispose of or grant rights over all or any property of the Company.

34. To undertake payment of all rents and performance and observance of all covenants, conditions, and agreements contained in or reserved by any lease which may be granted or assigned to or may be otherwise acquired by the Company.

35. To draw, accept and negotiate bills of exchange, promissory notes and other negotiable

instruments.

36. To pay for any properties, rights or privileges acquired by the Company, either in shares of the Company, or partly in shares and partly in cash or otherwise.

pg. 21

Clause

Existing in TSIL

37. To guarantee the payment of money unsecured or secured by or payable under or in respect of

promissory notes, bonds, debentures, debenture-stock, contracts, mortgages, charges,

obligations, instruments and securities of' any company or of any authority, supreme, municipal,

local or otherwise or of any person whomsoever, whether incorporated or not incorporated and

generally to guarantee or become sureties for the performance of any contracts or obligations.

38. To dedicate, present or otherwise dispose of either voluntarily with or without consideration or for value, any property of the Company deemed to be of national, public or local interest, to any national trust, public body, museum, corporation or authority or any trustees for or on behalf of any of the same or of the public.

39. To merge, acquire, take over, and amalgamate with any company or companies having objects altogether or in part similar to those of this Company.

40. To establish competitions, and offer arid to grant prizes, reward and premiums and to provide for or furnish or secure to pay any members or customers of the Company or the holders of any coupons or tickets issued by or for the Company and chattels, conveniences, advantages, benefits or special privileges which may seem expedient, and either gratuitously or otherwise and generally to adopt such means of making known the products of the Company an pushing the sale thereof as may seem expedient and to hold and assist in holding exhibitions in India or elsewhere of its products.

41. To purchase, charter, hire, build or otherwise acquire vehicles and vessels any or every sort or description for use on or under land or water or in the and to employ, equip and loan the same for the carriage of merchandise of all kinds and to let out, hire, and trade with any such vehicles, vessels or any part thereof when not required for the Company's business at such rates or freight and on such terms as may be considered advantageous to the Company.

42. To purchase, take on lease or acquire in exchange or under amalgamation, absolutely or

conditionally, solely or jointly with other or otherwise any property, licence, concession, rights

or privileges which the Company may think necessary or convenient for the purpose of its

business and make, construct, maintain, work, hire, hold, improve, alter, manage, let, sell,

dispose or exchange, carry out or control, roads, canals, water-courses, ferries, piers, wharfs,

quays, sheds, landing places, garages, accommodation of all kinds for sea and land traffic, water-

ways, lands, buildings, pipelines, foundries, engines, wharfs, quays, sheds, landing places,

garages, accommodation of all kinds for sea and land traffic, water-ways, lands, buildings,

pipelines, foundries, engines, machinery and apparatus, electric works, water rights, way leaves,

privileges or right of any description or kind and other conveniences which may be calculated

directly or indirectly to advance the Company's interests; and to contribute to, subsidise or

otherwise assist or take part in the construction, improvement, maintenance, working,

management, carrying out or control thereof.

pg. 22

Clause

Existing in TSIL

43. To establish, maintain, manage and operate restaurants, refreshment rooms, buffets, cafeterias

and hotels and to carry on the business of general provision merchants, licensed victuallers and tobacconists.

44. To apply the assets of the Company in any way in or towards the establishment, maintenance or

extension of any association, institution, or fund in any way connected with any particular trade

or business or with trade or commerce generally including any association, institution or fund for

the protection of the interests of masters, owners and employers against loss by bad debts,

strikes, combinations, fire accident or otherwise or for the benefit of any clerks, workmen or

others at any time employed by the Company or any of its predecessors in business or their

families or dependents and whether or not common with other persons or classes of persons and

in particular of friendly, co-operative and other societies, reading rooms, libraries, educational

and charitable institutions, dining and recreation rooms, places of worship, schools and hospitals,

and to grant gratuities, pensions and allowances and to contribute to any funds raised by public

or local subscriptions for any purposes whatsoever.

45. To aid pecuniary or otherwise, any association, body or movement having for an object the solution, settlement or surmounting of the industrial or Labour problems or troubles or the promotion of industry or trade, and professions engaged in industry, trade and commerce.

46. To make donations to any national memorial fund or any other fund constituted for a charitable

purpose, and for any other purpose of national interest.

47. To carry on the business of a General Electric Power and supply Company and Gas-Works Company in all their respective branches, and to construct, lay down, establish, fix and carry out all necessary power stations, cables, wires, lines, accumulators, lamps and works and to generate, accumulate, distribute and supply Electricity and gas to light cities, towns, streets, docks, markets, theatres, buildings, and places both public and private.

48. To undertake and execute any trust, the undertaking of which may seem to benefit the Company

either gratuitously or otherwise.

49. To act as Insurers or Underwriters of the property of the Company either wholly or partly, and

either solely or together with another or other person or persons or body or bodies, and to insure

the whole or any part of the property of the Company either fully or partially to protect and

indemnify the Company from liability, or loss in respect thereof, either fully or partially and also

to insure and protect and indemnify either on mutual principle or otherwise, and to accept the

whole or any part of the marine risk and liability of the Company as underwriters.

50. To employ and pay Experts, Indian and Foreign consultants, etc., in connection with the business

of the Company.

51. To subsidise or contribute to or otherwise assist in or take part in the construction, maintenance,

improvement, management, working, control or superintendence of any operations or works or

buildings useful or expedient or convenient or adoptable for the purposes of the Company which

may be constructed by or may belong or worked by or be under the control or superintendence of

other and to subsidise or otherwise assist any persons or companies responsible for or concerned

or interested in any undertaking in conjunction with the company.

pg. 23

Clause

Existing in TSIL

52. To procure and arrange for registration, incorporation or recognition of the company in or under

the law of any country, to appoint agencies to the company and do all acts necessary for carrying

on in any colony, dominion or foreign country the business of the company, to petition either singly or jointly with others to legislature, authorities, local, municipal and foreign bodies for the purposes of getting enacted acts and laws or for obtaining decrees, interests, rights and privileges that are conducive to the interest to the company or to protest against such petitions and transactions as are likely to be prejudicial to the interests of the company and to take such steps as may be necessary to give the Company the rights and privileges in any part of world as are possessed by local companies or partnership of a similar nature.

53. In the event of winding up, to distribute among the members in specie any property of the

Company or any proceeds of sale, or disposal, of any property of the Company provided no distribution amounting to reduction of capital be made except with the sanction (if any) for the time being required by law.

54. To dedicate, present, subscribe or undertake, contribute or otherwise aid out of profits or assets

of the Company benevolent, charitable, national or other institutions or objects of a public character, development of peripheral villages, rural development schemes, or which have any moral or other claims to support or aid by Company by reason of the locality or nature of its operation or otherwise.

( C ) Other Objects :

55.

To arrange, receive, collect and organise all relevant information in regard to the iron and

steel To collect

And input industries or any other business carried on by the Company. informa-

tion etc.

56.

To carry on the business of carrier by land, sea and air as may be required to carry out

the objects of the Company

To carry on

the nosiness

of the carriers

by land etc

57.

To undertake and carry on any other trade or business whatsoever, which can be

conveniently or Advantageously carried on by the Company.

CLB order

dated

6.2.2011

58. To promote, organise or carry on the business of consultancy services in any field of activity.

And it is' hereby declared that :

(a) the word 'company' save when used in reference to this Company, in this clause, shall be

deemed to include any partnership or other body of persons, whether incorporated or not incorporated, whether domiciled in India or elsewhere;

(b) the several sub-clauses of this clause and all the powers thereof are to be cumulative and in no case is the generality of anyone sub-clause to be narrowed or restricted by any particularity of any other sub-clause, nor is any general expression in any sub-clause to be narrowed or restricted by any particularity of expression in the same sub-clause or by the application of any rule of construction ejusdem generis or otherwise;

(c) The term 'India' when used in this Clause, unless repugnant to the context, shall include all

territories from time to time comprised in the Union of India.

pg. 24

Clause

Existing in TSIL

IV. The Liability of the members is limited Limited

Liability

V.

The Authorised Share Capital of the Company is Rs. 8 Crores (Rupees Eight

Thousand Share

Crores) divided into:

capital

1. 40,89,000 (Forty lakh eighty-nine thousand) Equity Shares of Rs. 100/- each; and

2. 30, 11,000 (Thirty lakh eleven thousand) Preference Shares of Rs.100/- each.

Approved

at AGM

held on

30.9.2010

We, the several persons whose names and addresses are subscribed, are desirous of

being formed into a Company in pursuance of this Memorandum of Association and we

respectively agree to take the number of equity shares in the Capital of the

Company set opposite our respective names.

Approved

at AGM

held on

30.9.2010

S. No. Name of Subscriber, No. of equity Signature Signature of Witnesses

address, description shares taken of Subscriber and his name, address,

and occupation, if any by each subscriber description and

occupation, if any

1. 2. 3. 4. 5.

1. Abhishek Gupta Three Sd/- Sd/-

S/o Shri Suresh Gupta A.Gupta Mohan Lal

Iron and steel trader Nagar Nigam Colony S/o Shri Jai Ram Das

Raipur Chhattisgarh Principal

492001 Deen Dayal College

Raipur Chhattisgarh

2. Alankar One Sd/- -do-

S/o Shri Hansraj Sharma Alan

Chief Marketing Officer

Shell International

Sector 17

Chhattisgarh

492001

3. Anurag Ranjan One Sd/- -do-

S/o Shri R.P. Bhagat A. Ranjan

Chief consultant Officer

McKinsey International

M.S. Pustak Bhandar

Main Road Khuti

Jharkhand-835210

pg. 25

Joint Venture Agreement

This Joint Venture Agreement has been entered into at New Delhi on this

25th

day of August 2011:

Between

TIRUPATI STEEL AND ISPAT LIMITED, having its office at Lodhi Road, New Delhi 110019,

New Delhi (hereinafter referred to as “BALA”, which expression shall unless repugnant to the

context thereof, include its successors), of the FIRST PART.

And

MatrixCorporation a Company incorporated under the Companies Act,2006 U.K having its

Registered Office at Kensington Street,London-09 (hereinafter referred to as “MATRIX”, which

expression shall, unless repugnant to the context thereof, include its affiliates, associates,

successors, assigns, and funds under the management of MATRIX) of the SECOND PART.

BALA, MATRIX are individually referred to as “the Party” and collectively referred to as

“Parties”.

I. Information of Joint Venture Company

1. TIRUPATI STEEL AND ISPAT LIMITED and Matrix Corporation shall take all

necessary steps for the incorporation of a BALAM Pvt. Ltd. under the laws of India, which said

Corporation shall be hereinafter referred to as the “Joint Company” with its registered office at

Kamla Road, New Delhi 110019, New Delhi.

2. TIRUPATI STEEL AND ISPAT LIMITED and Matrix Corporation shall cause the Joint

Company to be duly organized in accordance with the terms of this Agreement, with (name for

the documents of incorporation, under the law of the jurisdiction of incorporation, such as

pg. 26

“Statutes” “Letters Patent of Incorporation”, “Memorandum and Articles of Association” etc.),

which in the English translation shall read in substantially the form schedule attached hereto.

3. The costs of incorporating the Joint Company shall be borne equally by TIRUPATI STEEL

AND ISPAT LIMITED and Matrix Corporation.

4. If any of the provisions contained in the said Schedule should not be approved by the

appropriate authority for inclusion in the documents of incorporation of the Joint Company, then

the parties agree to make such amendments thereto as shall be acceptable to the said appropriate

authority without altering their purpose or intention, or failing such amendment, to take all such

other steps and do such other things, including the execution of any other agreements as may be

necessary, to achieve the interest and purpose of such of the provisions as may not have been

found acceptable by the said appropriate authority.

II. Payment for equity participation

In payment for the shares of the Joint Company to be acquired by Matrix Corporation at the time

of incorporation of the Joint Company (or, within-days after the incorporation of the Joint

Company), Matrix Corporation shall assign and transfer to the Joint Company

1. Cash: 60 crore in cash.

2. Machinery and Equipment: All the machinery and equipment set forth in Schedule-annexed

hereto, which said machinery shall become the sole property of the Joint Company, free and

clear of all liens, charges and claims of any king whatsoever.

3. Land : The absolute title, free and clear of all liens, charges and claims of any kind

whatsoever, to the real property and all buildings and other structures thereon, including all

fixtures, equipment and machinery located therein situated at (municipal address) which said real

property, buildings structures, fixtures, equipment and machinery are more specifically described

in the schedule annexed hereto.

4. Industrial Property:

(a) Assignment

pg. 27

(i) PATENTS : Matrix Corporation’s entire right, title and interest in and to all unexpired patents

and patent applications theretofore issued or assigned to or filed by Matrix corporation anywhere

in the world to the Licensed Products or to the production, manufacture or use thereof (a list of

such patents and patent applications heretofore issued or assigned to or filed by Matrix

Corporation being set out in the attached Schedule), together with all rights which Matrix

Corporation then has to apply for patents in the territory on inventions relating to the Licensed

Products or to their production, manufacture or use, and including all of Matrix Corporation’s

rights with respect to patents which may thereafter issue anywhere in the territory or any such

patent applications and with respect of divisions, patents of addition, continuations, renewals,

reissues and extensions of all such patents, patent applications and patents which may issue on

such patent applications ;

(ii) TRADE MARK AND TRADE NAME : Matrix Corporation’s entire right, title and interest

in and to all rights in the territory which it then has to all of the following trademarks and trade

names, namely : (to all the trademarks and trade names set out in the attached Schedule);

(b) Licenses: Matrix Corporation shall enter into a Licence Agreement with the Joint company in

the form as set out in Schedule-hereto annexed, under which said Licence Agreement the Joint

Company shall become the exclusive licensee for the world for all unexpired patents and patent

applications of foreign for the Licensed Products or to the production, manufacture or use

thereof, together with all rights which Matrix Corporation then has to apply for patents in the

territory on inventions relating to the Licensed Products or to their production, manufacture or

use, and including all of Matrix Corporation’s rights with respect to patents which may thereafter

issue anywhere in the territory or any such patent applications and with respect to divisions,

patents to addition, continuations, renewals, re-issue and extensions of all such patents, patent

applications and patents which may issue on such patent applications ;

(c) Sub-licenses: Matrix Corporation’s entire right, title and interest in and to all rights in the

territory which it then has under patents owned by others relating to the licensed products or to

their production manufacture or use, a list of Matrix Corporation’s present right under such

patents being set out in the attached Schedule.

5. Technical Date:

pg. 28

Matrix Corporation’s entire right, title and interest in and to the sue in the territory of all

Technical Date which Matrix Corporation is then entitled to use anywhere in the world ; and

thereafter during the term of this Agreement, Matrix Corporation shall assign and transfer

promptly to the Joint company any and all rights in the territory with respect to Technical Date

relating to the Licensed Products and all other products being manufactured by the Joint

Company, which Matrix Corporation shall acquire during such term incidental or relating to such

products; Matrix Corporation shall take all such action and shall execute all such documents as

the Joint Company referred to above, including, without limitation, the full and complete

disclosure to the Joint Company of Matrix Corporation’s Technical Data, and lists of Matrix

Corporation’s distributors and customers for all of the Licensed products and other products

produced or sold by Matrix Corporation which may be similar to the products manufactured or

sold from time to time by the Joint Company. In the above Section, the term “Technical Data”

shall mean formula, inventions, whether or not patentable, secret processes and technical

information relating to the products and to the production, manufacturing, engineering and test

data, specifications, application, instructions, information, regarding uses, raw materials and

methods for controlling and analysing quality and sample copies of advertising and publicity

materials, except that information received in confidence from others or information forbidden to

be disclosed by virtue of any law or governmental regulation restricting the dissemination of

such information shall not be included.

III. Decision by Board of Directors

A. Simple majority: All decisions of the Board of Directors shall require an affirmative vote

of at least (number-it should be half of the total number of directorship plus one)

directors.

OR

B. Special majority: All decisions of the Board of Directors shall require an affirmative vote

of at least (number it should be half of the total number of nominees of the partner with

the largest number of nominees on the Board, plus one for each of the other partners)

directors.

AND/OR

pg. 29

C. No casting vote: The chairman shall not have a casing or second vote in the event of a

deadlock.

IV. Distribution of profits

A. The parties hereto recognize that their own and the best interest of the joint Company will be

best served by taking all reasonable steps to ensure the expansion of the production facilities of

the Joint Company as rapidly as market conditions permit, and to this end, agree to retain

sufficient earnings in the Joint Company before distributing profits to the shareholders, as shall

be reasonably required in the circumstances to provide for such expansion and for the other

requirements of conducting the affairs of the Joint Company according to sound business

practices.

OR

B. Before any profits of the Joint Company shall be distributed as dividends to the shareholders

thereof 30 per cent of each year’s net profits after tax shall be set aside to meet the capital and

other requirements of the Joint Company.

V. Grant of Licence

1. The licensor shall make available to the Licensee without charge and as required by the

Licensee all such technical data and information as shall be necessary for the Licensee to

manufacture, sell and service the licensed products and all products related thereto.

2. If the Licensee shall desire technical assistance in connection with the manufacture, sale,

application or servicing of the licensed products and all products related thereto, the Licensor

shall make available to the Licensee the services of trained personnel for and during such period

as the Licensee shall reasonable require.

3. Representative of the Licensor and the Licensee shall from time to time consult with each

other regarding research, production, sales, servicing, advertising and promotion pertaining to

the manufacture of the licensed products, and including all developments and improvements in

respect thereof, and the Licensor shall do all such things as shall be necessary to supply all the

pg. 30

technical data and information and technical assistance in respect thereof as the Licensee shall

request in accordance with the terms of the two preceding paragraphs.

VI. Grant of sub-licence

The Joint Company shall have the right to assign the benefits to this Agreement, and to sub-

licence the rights to the trade names and trademarks, to such other parties and upon such terms

and conditions as it shall in its absolute discretion determine, provided, however, that it remains

responsible to Matrix Corporation for its obligations hereunder and provided that such

assignment or sub-licence shall apply only to the designated territory.

VII. Trade mark

1. Matrix Corporation hereby grants to the Joint Company the right during the continuance and

subject to the provisions of this Agreement to use each and every of the trade arks and trade

names upon or in connection with the authorised products manufactured and/or assembled by or

on behalf of the Joint Company within the territory and which comply with the relative

standards, and the Joint Company agrees that it will use the trademarks and trade names upon or

in connection with an authorised products so manufactured and/or assembled.

2. The right of the Joint Company to use the trademarks and trade names as aforesaid is an

exclusive right for the whole of the territory.

VIII. Grant of Technical Assistance

1. Matrix Corporation shall furnish to the Joint Company detailed plans, specifications,

blueprints and other date and information sufficient to enable a qualified contractor or

contractors to construct production facilities at (address of site in host country) capable of

producing (quantity) per year of ( list products), which said production facilities shall be capable

to being altered, added to or expended in an economical fashion so as to increase the production

of the above said products or to adopt the facilities for the production of other related or similar

products as the business exigencies of the Joint Company may from time to time require, and

pg. 31

shall be of the latest, most modern and most economical design, and shall be capable of

producing the said products in the most efficient and economical fashion.

2. Matrix Corporation hereby warrants and guarantees that the said production facilities shall

satisfy all the above requirements.

IX. Installation of Plant & Machinery

Matrix Corporation shall furnish to the Joint Company all the necessary technical assistance to

assemble and install the equipment and machinery in the plant so that it will function in the

matter required in the specifications.

X. Maintenance Facilities

Matrix Corporation shall furnish to the Joint Company all the technical data, information and

assistance necessary to ensure the effective operation and maintenance of the machinery and

equipment, including:

(a) A list of recommended plant spares;

(b) Lubrication and maintenance manuals’;

(c) Detailed operating instructions;

(d) Detailed manuals indicating the construction and assembly of each model and typed of

machinery and equipment;

XI. Operation of Facilities

Matrix Corporation shall furnish to the Joint Company technical assistance and advice on all

aspects of plant operation including, but without limiting, the generality of the foregoing:

(a) Scheduling, material specifications and ordering, and production techniques relating to the

manufacture of the products.

(b) Quality control and production planning;

pg. 32

(c) Methods, studies and other industrials engineering activities in connection with the

organizing, planning , training or personnel, and development of operating practices and

procedures to obtain the most efficient use of the production facilities;

(d) Recommended safety procedures.

XII. Testing Facilities

1. The Joint Company shall not be required to accept the plant or production facilities until, such

time as it shall be wholly satisfied that the said production facilities are capable of producing the

required products in the required quantities.

2. Accordingly, before such acceptance, representative samples of each type of product to be

produced by the Joint Company shall be sent to (name of independent testing agency or firm ; or

to Matrix Corporation’s main production plant) for testing to ensure their compliance with the

required standards and specifications and that they have been constructed in a good and

workmanlike manner, and the Joint Company shall have been furnished with a guarantee and

warranty of the satisfaction of such conditions.

XIII. Research and Development

Matrix Corporation shall during the term of this Agreement, provide to the Joint Company all

technical information and assistance as shall be necessary to keep the Joint Company aware of,

current with, and able effectively to use, the latest developments in technology applicable or

relating to the manufacture, sale or use of the products to be produced by the Joint Company.

XIV. Training

Matrix Corporation hereby undertakes to provide training and technical assistance to the Joint

Company upon the following terms and conditions:

1. (a) Prior to the start-up of production, Matrix Corporation agrees to accept for training up to

(maximum number) operating employees of the Joint Company as its plant located (site of

Matrix Corporation’s plant) for periods of at least-months each.

pg. 33

(b) It is understood that the maximum number of such employees to be trained by Matrix

Corporation at any one time shall be and that they shall be made familiar with all operational and

technical aspects of production as relate to or are similar to the production operation to be

undertaken by the Joint Company.

(c) The Joint Company shall have no obligation to pay for the costs of such training, other than

to pay for their travelling expenses to and from UK and their salaries, if any.

(d) Matrix Corporation will use its best efforts to assist in arranging for immigration visas for

such trainees and in finding suitable living accommodation at reasonable prices for such trainees

while they shall be in UK.

2. For a period prior to the start-up of production and during the initial operating period, which

initial operating period shall not last longer than-days, Matrix Corporation agrees to provide to

the Joint Company:

(a) One qualified production supervisor, and –assistants, all of whom shall be graduate engineers,

who, besides their responsibilities in respect of readying the plant and operating facilities for the

start-up of production and the initial operating period, shall assume responsibility for training all

the operating employees of the Joint Company in their operating functions.

(b) One qualified individual who will assist in the recruitment and hiring of the necessary

employees and in the development of personnel and labour relations skills in the Joint Company.

(c) The Joint Company agrees to reimburse to Matrix Corporation all expenses in respect of such

individuals, including their salaries, travel expenses and living expenses while in India, provided

that such expenses inclusive of all taxes but exclusive or travel to and from India, shall not

exceed-per man per month.

(d) Local agrees to use its best efforts to arrange for their immigration visas into India and

suitable accommodation while they should be in India.

3. (a) The Joint Company shall be entitled, from time to time and as it shall consider necessary,

to require Matrix Corporation to send to India such personnel or individuals as it shall consider

pg. 34

necessary to assist the Joint Company in finding solutions to any of its problems and in training

employees of the joint Company to cope with such problems.

(b) The Joint Company shall reimburse to Matrix Corporation the expenses of such employees

for the period during which they shall be absent from their regular business duties with Matrix

Corporation, including their travel to and from India by economy fare air passage, their salaries

and their living expenses, provided that the total of such expenses including all taxes but

excluding the said air passage, shall not exceed-per man per month.

4. During such time as said personnel supplied by Matrix Corporation shall be rendering

technical assistance and training to the Joint Company, they shall not be regarded as employees

of the Joint Company, for any purposes nor shall Foreign make any claim on behalf as such

personnel arising from accident or any other cause.

XV. Restriction on sale of shares

Matrix Corporation and TIRUPATI STEEL AND ISPAT LIMITED agree that neither will sell,

transfer, assign, mortgage, pledge or otherwise encumber or deal with any or all shares of the

capital stock of the Joint Company without the prior written consent of the other except as is

hereinafter provided and provided that this provision shall not apply to transfer of directors’

qualification share so long as the beneficial ownership of such shares is retained by Matrix

Corporation or TIRUPATI STEEL AND ISPAT LIMITED as the case may be.

XVI. Buy-sell arrangement

A. Complex agreement

1. Either Matrix Corporation or TIRUPATI STEEL AND ISPAT LIMITED(hereinafter in this

clause called the “offeror”) shall have the right at any time-after years from the execution of this

Agreement by notice in written (hereinafter called the “original notice”) to the other to offer to

sell to the other (hereinafter in this clause called the “offeree”) all but not less than all of the

outstanding shares of the Joint Company then owned by the offeror at a price and terms to be

specified in the original notice, provided, however, that the price shall be payable on the “closing

pg. 35

date”, as hereinafter defined, and the balance shall be payable in not more than (number) annual

instalments and provided further that the original notice shall provide that the offeree shall have

the right to elect to sell to the offer or all of the shares of the Joint Company then owned by the

offeree at the price and then on the terms set forth in the original notice.

2. Within 90 days after receipt of the original notice the offeree shall advice the offeror by

“notice in writing (hereinafter called the “notice of election”) whether the offeree accepts the

offer of the offeror to sell all but not less than all of the outstanding shares of the Joint Company

owned by the offeror or elects to sell to the offeror all of the outstanding shares of the Joint

Company owned by the offeree.

3. If the offeree does not advice the offeror by notice in writing within the said period of 90 days

as hereinbefore provided then the offeree shall be deemed to have accepted the offer of the

offeror to sell all but not less than all of the shares of the Joint Company owned by the offeror in

accordance with the terms of the original notice.

4. The purchase and sale of the shares of the Joint Company any resulting from acceptance or

deemed acceptance by the offeree of the offer of the offeror to sell contained in the original

notice as aforesaid or the election by the offeree to sell to the offeror all but not less than all of

the shares of the Joint Company owned by the offeree or the offeror, as the case may be as

aforesaid, shall be completed on a date (hereinafter called the “closing date”) not later than 90

days after receipt by the offeror of the notice of election, or if the offeree does not deliver a

notice of election as aforesaid 60 days after receipt of the original notice by the offeree, at which

time the nominees of the party whose shares are to be sold (hereinafter called the “vendor”) shall

resign as directors, officers and employees of the

Company and the other party who is purchasing the vendor’s shares (hereinafter called the

“purchaser”) shall and will pay to the vendor the price or the portion thereof set forth in the

original notice by cash or certified cheque.

If, on the closing date, the vendor shall fail or refuse to complete the transaction, the purchaser

shall have the right on payment of the purchase price (or the portion thereof then due) to credit of

the vendor in any chartered bank in the city of (name of city) and on giving notice thereof to the

vendor to execute and deliver all such transfers, resignations and other documents and

pg. 36

instruments which may be necessary or advisable in order to complete the transaction and the

purchaser is hereby irrevocably appointed attorney of the vendor for and in the name of and on

behalf of the vendor to execute and do any deeds, transfers, conveyances, assignments,

assurances and things which the vendor ought to execute and do under the covenants herein

contained.

If, on the closing date, the purchaser shall fail or refuse to complete the transaction, the vendor

shall have the right to purchase the purchaser’s shares and on payment to the purchaser of an

amount equal to 75 per cent of the purchase price, to execute and deliver all such transfers,

resignations and other documents and instruments which may be necessary or advisable in order

to complete the transaction and the vendor is hereby irrevocably appointed the attorney of the

purchaser for and in the name of and on behalf of the purchaser to execute and do any deeds,

transfers, conveyances, assignments, assurances and things which the purchaser ought to execute

and do under the covenants herein contained.

It is understood and agreed that neither party hereto shall make or assist in making any

application to wind up the Joint Company after an original notice shall have been delivered

pursuant to the provisions of this section.

pg. 37

Under Jurisdiction of Nagpur Court Only

WESTERN COALFIELDS LIMITED (A Subsidiary of Coal India Limited, A Government of India Undertaking)

OFFICE OF THE CHIEF GENERAL MANAGER, BALLARPUR AREA, SASTI TOWNHIP,SASTI– 442 706 TAH. RAJURA, DISTT. CHANDRAPUR (MS) Tel/Fax No. – 07173 - 230 596

Website http// www.westerncoal.nic.in & http://www.tender.gov.in Tin No.27780000004-V, 27780000004-C

Ref No. ba-3650-pur-0092-2011-12 Dated. 08.08.2011

To, The Chief Manager(System) Ballarpur Area.

Dear Sir,

Sub : Putting of Tender Notice on Web site http://www.westerncoal.nic.in And http://www.tender.gov.in

Please find herewith two Nos. Floppies containing Tender Notice. Details are given below :

1 Name of Area BALLARPUR AREA

2 Name of Sub Area AHQ, 3 Tender Title INTEGRATED SQUARE STEEL COGS SIZE

900X900X900 & 600X600X900 MM 4 Tender Ref. No./Date ba-3650-pur-0092-2011-12 Dt. 07.08.2011 5 Product Category Safety 6 Tender Value Rs. 38,80,472.58/- 7 EMD Rs. 77,610/-

8 Document Cost Rs. 2,000/- (NON REFUNDABLE) 9 Tender Type BUY 10 First Announcement Date & Time 08.08.2011 11 Last date & Time of Document

Collection 18.09.2011 up to 3.00 PM

12 Last Date & Time for submission 19.09.2011 At 3.30 PM 13 Date and time for opening of Part I 19.09.2011 At. 4.00 PM 14 Tender Description (Maximum 200

chars) INTEGRATED SQUARE STEEL COGS SIZE

900X900X900 & 600X600X900 MM FOR UG ROOF SUPPORTING.

15 Contact Person Name SHRI M.V.R.MURTHY,

16 Designation SR.MANAGER (MM)

17 Telephone No.with STD Code 07173-230596

18 Prequalification (if any)

norms

You are requested to kindly arrange to put the above tender on Web Site of the department as per Thanking you,

Yours faithfully

Sr.Manager(MM), WCL, Ballarpur Area

Copy to: AFM/BA

APC/BA

http://www.westerncoal.nic.in/

http://www.tender.gov.in/



Under Jurisdiction of Nagpur Court Only WESTERN COALFIELDS LIMITED (A Subsidiary of Coal

India Limited, A Government of India Undertaking)

OFFICE OF THE CHIEF GENERAL MANAGER, BALLARPUR AREA, SASTI TOWNHIP, SASTI– 442 706, TAH. RAJURA, DISTT. CHANDRAPUR (MS) Tel/Fax No. – 07173 - 230 596


Ref No. : ba-3650-pur-0092-2011-12 Dated. 07.08.2011

Cost of Tender Documents Rs. 2,000/-

Earnest Money Deposit(EMD) Rs. 77,610/-

Tender Value Rs. 38,80,472.58/-

Name : MVR Murthy Sr. Manager (MM) Ballarpur Area Phone No.07173- 230596 To, , M/s.

BY REGISTERED POST

Dear Sir,

Sub: ADVERTISED/WEBSITE TENDER ENQUIRY IN TWO BID SYSTEM FOR PROCUREMENT OF INTEGRATED SQUARE STEEL COGS FOR THE SIZE 900X900X900 MM AND 600X600X900 MM.

Tenders are invited in duplicate sets complying the requirement for this tender as detailed below to be submitted in your letterhead neatly printed/typed, duly signed by authorized person with Company’s seal of the Tenderer.

PREPARATRION OF TENDER DOCUMENTS; 1. TWO BID-SYSTEM:

Tender Document to be prepared in the following manner.

1. (A) PART‟A‟(TECHNO Commercial Bid): This part of the offer should contain the documents and

details asked for as under (in no case should contain/indicate the offered prices) a) Commercial Terms & Conditions vis-à-vis Checklist (Annexure ‟A‟) b) Unpriced copy of the price bid in the format (Annexure „B”) c) Schedule of requirement of & Technical Specification (Annexure ‟C‟)

(B) PART „B‟(PRICE BID: This part of the offer should contain price portion in the format as per

Annexure‟B‟. NOTE: For proper identification both PART-„A‟ and PART‟B‟ should be kept in separate sealed envelopes and clearly be marked on top of the envelop as mentioned above i.e. PART‟A‟ – TECHNO COMMERCIAL BID and PART‟B‟- PRICE BID. Both these envelopes should again be kept in a third sealed envelope. All envelopes containing the tenders shall be properly sealed. Envelopes stapled shall not be accepted. All the envelopes must be sealed and the Tender No. and Due Date of opening must be superscribed thereupon. The name and address of the tenderer must also be indicated on each envelope. IN CASE OF NON-SUBMISSION OF BIDS AS ABOVE, THE TENDER SHALL BE TREATED AS NON- RESPONSONSIVE.



SUBMISSION OF TENDER IN TWO BID SYSTEM

Last date for submission of Offer 19.09.2011 At time : 3.30 pm Due date of opening of tender 19.09.2011 At time : 4.00 pm

1 Commercial terms and conditions vis-à-vis checklist Annexure ‟A‟ 2 Blank format of Price Bid Annexure ‟B‟ 3 Technical Specification & Schedule of Requirement Annexure ‟C‟

2. SUBMISSION OF TENDER DOCUMENTS: Tenders prepared as detailed above should be a addressed to:

SR. MANAGER (MM) OFFICE OF THE CHIEF GENERAL MANAGER WCL, BALLARPUR AREA, AT SASTI TOWNSHIP, PO:SASTI, TAH.RAJURA, DISTT.CHANDRAPUR(MS) PIN – 442 706.

Tenders should be deposited: a) In person by the tenderer in the Tender Box kept at the office of the Staff Officer(MM) ,WCL,Ballarpur

Area. The offers should be put in proper and correct tender box meant for this purpose kept in SO(MM) office. In case the offer is not gong inside the tender box due to heavy volume, in such case the offer has to be deposited with SO(MM).

Or b) sent by post /currier to the above address.

WCL, Ballarpur area however, does not take any responsibility for loss of tender in transit. Similarly, claim for receipt for tenders after the due date and time if sent by Post/currier services will not be accepted. Tenders received after due date and time of submission of tender will be ignored.

3) OPENING OF TENDER:

a) PART‟A‟ (Techno Commercial Bid) will be opened on specified date and time as given in the covering page, in presence of the attending tenderers or their authorized representatives.

b) PART‟B‟ (Price-Bid) will be opened only of those tenderers whose Part ‟A‟ is found to be techno- commercially acceptable. Such tenderers will be intimated to attend the opening.

c) DISCOUNT: Rate of discount if any, applicable (on basic price/landed price /etc), should be clearly spelt out both in figures and words. However, no conditional discount will be considered for the purpose of evaluation of the offer (ranking).

4) PURCHASE PREFERENCE: Purchase preference, if applicable, may be allowed to Central Public sector undertakings/Govt.Deptt./WCL Ancillary Industries, in line with extant Govt.of India/Central Vigilance Commission guidelines/procedures/WCL guidelines for Ancillary Industries as applicable.

5) BUYERS‟ RIGHT TO DECIDE THE TENDER: WCL reserves the right to reject or accept or withdraw the tender in full or part as the case may be without assigning reasons thereof, No dispute of any kind can be raised against this right of buyer in any court of law or elsewhere.

6) DETAILS OF ENCLOSURES: Details of the enclosures should be clearly mentioned in the forwarding letter of the offer/bid.

7) APPLICABILITY OF PRICE FIRM: a) FIRM PRICE: The prices quoted should be FIRM. In case of placement of order, prices shall

remain unchanged till execution of order, subject to price fall condition b) VARIABLE PRICE: Not applicable.

8) DELIVERY SCHEDULE: a) The bidder should be in a position to supply in a specific delivery period at least 25% of the total

quantity for which the bid has been issued. Offers from bidders who fail to comply with the above qualification criteria shall be considered unresponsive.

b) Please note that the delivery period shall be reckoned from 7th (seventh) day of order date.

9) SCHEDULE OF REQUIREMENT WITH DESCRIPTION OF ITEM: WCL reserves the right to increase or decrease the tendered quantity by upto 20%.

( Under unforeseen circumstances and if the due date falls on holiday, the tender will be received and opened on the next full working day at the same time.

Contents of tender documents:

IMPORTANT NOTES: 1. Earnest Money/Security Money:`

a) Earnest Money Deposit(EMD) for Rs. 77,610/-in the form of Demand Draft in favour of “Western

Coalfields Limited, Ballarpur Area A/c” payable at Ballarpur/Rajura and must accompanying the Quotation i.e. PART ‟A‟ of the Bid. For unsuccessful tenderer, EMD shall be refunded immediately after finalization of the tender. EMD shall be forfeited if any tenderer withdraw their offer before finalization of the tender or fails to submit order acceptance within 15 days from the date of order.

b) In case of Security Deposit, two weeks time (15 days) shall be given in the order to the successful tenderer to furnish the security deposit. In case the firm fails to deposit the security money, the order shall be cancelled and the case shall be processed to order elsewhere and the firm‟s performance is to be kept recorded for future dealings with them. The value of Security Money to be deposited by the successful tenderer in the form of Bank Draft/Bank Guarantee of any scheduled bank shall be 10% (ten percent) of the value of the awarded contract (LANDED VALUE) without having any ceiling. For successful tenderer, Security money will be refunded to the firm within 30 days of satisfactory execution of the contract. For unsatisfactory performance and/or contractual failure, the security money shall be forfeited. Security Money may be converted into Performance Bank Guarantee (PBG) wherever PBG is required. However, in such case the amount of PBG shall not be less than 10%(Ten percent) of landed value of order.

c) Valid DGS&D/NSIC Registered (for the tendered items) firms on producing documentary evidence i.e. self attested and NOTARISED complete photocopy of valid DGS&D/NSIC registration certificate are exempted from submission of EMD/Security Deposit. However, NSIC registered firms shall be exempted from Security Deposit only upto their monetary limit, if any, indicated in the registration certificate. In case value of order placed is above such monetary limit indicated in the registration certificate, the successful tenderer shall have to furnish the security deposit in the form of Bank Draft/Bank Guarantee of any scheduled bank for 10% (ten percent) of the order value over such monetary limit. DGS&D registered firm shall be exempted from submission of EMD/Security Deposit on the basis of guidelines of DGS&D provided in DGS&D website in this respect.

d) State/Central Govt. Organisation/PSUs are exempted from submission of EMD, Security Deposit & Tender Fee.

e) WCL Ancillaries (for the tendered items) are exempted from payment of Earnest Money,Security Deposit and Tender Fee.

2. The offers submitted by down loading from WCL Website shall be considered valid only when accompanied

by a Demand Draft drawn in favour of “Western Coalfields Limited” Ballarpur Area A/c. payable at Ballarpur/Rajura, Distt.Chandrapur(MS) towards the cost of Tender Documents indicated on the covering page of NIT. The Bank Draft should be enclosed with PART-„A‟ of the bid i.e. Techno commercial Bid of Tender Documents. In case of non submission of the tender fee as detailed above the tender shall be treated as non-responsive. NB: (i) Please note that there is no provision to take out the list of parties downloading the tender document from the above referred website. As such, tenderers are requested to see the website once again before due date of tender opening to ensure that they have not missed any corrigendum uploaded against the said tender after downloading the tender document. The responsibility of downloading the related corrigenda, if any, will be that of the downloading parties. (ii) No separate intimation n respect of corrigendum will be sent to tenderers who down loaded the documents from website as information in this respect will not be available to website i.e., http://www.westerncoal.gov.in o htt://www.tenders.Gov.in.

3. Tender documents can also be obtained from the office of the Staff Officer(MM),WCL, Ballarpur Area on payment of the requisite tender fee by way of crossed demand draft drawn in favour of “Western Coalfields Limited” Ballarpur Area A/c. payable at Ballarpur/Rajura, Dist. Chandrapur(MS). Tenderer must buy the tender documents in their own name. Tender document are not transferable. Offers from Vendors who have not purchased/have not been issued tender documents from this office will be considered as unsolicited and ignored (not applicable for tender documents downloaded from WCL website. Government (State or Central) department/undertakings and ancillary of WCL for the tendered item valid on the date of tender opening can obtain the document free of cost on production of attested copies of registration certificate.

4. Request for tender documents from outstation firms should bear the tender reference and full address of the firm and reach atleast 15 days prior to the last date of receipt of tender. Issue of tender documents will be closed ONE (1) day prior to the last date of receipt of tender.

http://www.westerncoal.gov.in/

http://www.tenders.gov.in/

Approx. distance of dispatching station from site % of FOR Dispatching station price Above 2001 Kms 5% 1501 to 2000 Kms 4% 1001 to 1500 Kms 3% 501 to 1000 Kms 2% 500 Kms and below 1%

5. The offer should be submitted strictly as per the terms and conditions and procedures laid down in the tender document failing which the offer is liable for rejection.

6. Normally no technical/commercial clarifications will be sought after opening of tender. However, deviation if any from the specified technical and commercial terms must be submitted in a separate sheet in Techno- commercial bid. WCL reserves the right to accept or reject such deviations without further reference to the tenderers. Offers as asked for must be submitted complete in all respect.

7. The complete offer should be typed in the letter head of the tenderers. (Hand written quotations will be summarily rejected). If firm‟s letter heads are not sufficient to accommodate technical and pricing details, preferably bigger papers are used. Such sheet should bear the name and address of the Company. All the pages of quotations including all enclosures submitted therein must be duly signed with seal except printed leaflets/catalogues, failing which the offer shall be liable for rejection. Quotations, erased and overwritten shall be summarily rejected, unless authenticated with the tenderer‟s signature with company‟s seal.

8. Normally no price negotiations will be conducted. If lowest price received against tender is un-reasonable, the case may be re-tendered. Therefore, the tenderers must quote their lowest and least prices and submit the price justification along with supporting documents for reasonableness of quoted price in the Price-Bid.

9. The forwarding letter of the offer must contain the details of the documents enclosed therein. 10. All disputes shall be subject to the jurisdiction of Nagpur Court only. 11. Sample of items wherever necessary should be submitted free of cost along with the quotation for

inspection by this office. Samples must be labeled with the tenderer‟s name, address and this office enquiry number and due date of opening of the tender.

12. The packing of all the materials quoted shall conform to the requirements of the carriers. 13. Late/Delayed offer:

(a) A tender which has not been received on the due date and time will not be considered. No Relaxation in this respect will be entertained.

(b) Tender sent through Telegram, Telex, Fax or E-main will not be considered.

14. NSIC Registration, DGS&D Registration, DGMS approval, BIS certification & other

Statutory documents required as per tender to be submitted with offer should be duly attested by PUBLIC NOTARY.

15. METHOD OF ARRIVING AT THE TOTAL COMPOSITIE EVALUATED PRICE: a) Wherever the tenderers mention that taxes and duties are payable extra, the current rate of taxes and duties

as applicable will be added. Excise duty if applicable will be payable extra as per prevailing excise rules. Refund/Credit, if any, obtained shall be passed on to the buyer which shall be certified by the auditor of the supplier.

b) In case the price is stated to be inclusive of Excuse Duty, the current rate included in the price must be indicted, if bidder is exempted from paying Excuse Duty, the same must also be confirmed with valid documentary evidence. In case the rat of Excise Duty varies with the turnover of the company, and the price is exclusive of Excise duty, and the bidder fails to specify the exact rate applicable, the maximum rate currently leviable will be loaded on the price. c) The offers must be on FOR destination basis. However, in case tenderer does not specify the basis of price or quotes on Ex-Works or FOR Dispatching station basis, the price will be loaded in the following manner i) In case of Ex-works offer and if the firm does not specify the packing and forwarding

charges, 2% of the ex-works price will be loaded to arrive at the FOR Dispatching Station price. Insurance charges shall be considered as per the existing transit insurance contract concluded by WCL.

ii) In case of FOR Dispatching station offer, the following percentage shall be added to arrive at the FOR destination price, as element of estimated freight upto destination.

However, if the firm quotes the exact amount of freight or packing and forwarding charges, the same shall be added in place of the above percentage amount.

16. PROVENNESS CRITERIA: Only Manufacturer are eligible to quote. The tenderer should be a proven source i.e. the vendor who have earlier supplied the tendered items

to any of the Govt.Dept/Govt.Undertakings/CIL or its subsidiaries and Areas. To the extent of the same the vendor have to submit Notarized regular order copies(Not Trial order) for minimum 25% of the tendered quantity which has supplied by them to the any other Govt.Department/PSU‟s/CIL and its other subsidiaries must be submitted alongwith Techno Commercial Bid Part-I.

Experience of supplying integrated Square Steel Cog of 50 Tonne capacity as per DGMS Circular No.DGMS/S&T/Tech.Cir.(Approval) No.2, Dhanbad dated 03.06.2010 to CIL and its subsidiaries/Area CIL/Govt.Department/PSU is required. Self attested and notorized order copies in proof of their experience to this extend must be attached alongwith Techno-Commercial Bid Part-I. The provenness/eligibility of the tenderer would be decided by the concerned technical departmental head, Ballarpur Area, WCL.

Notarized copy of Test report of Prototype sample from any Govt.National Test House/Laboratories/CIMFR should be submitted alongwith offer (Part-I) duly certified as per DGMS Circular No.DGMS/S&T/Tech. Cir(Approval) No.2, Dhanbad dated 03.06.2010.

The tenderer/Manufacturer, must have to be submitted NOTORISED copy of their Valid Registration with NSIC/SSI/DIC/DGS&D/Registrar Companies etc. if any, in their own name with Part-I.

17. Recent Supply order copies of quoted items if any, received from Govt.Dept/PSU‟s/CIL and its subsidiaries including WCL duly authenticated shall be submitted alongwith the offer for justification of the quoted rate.

18. WARRANTY/GUARANTEE:The tenderers shall give a warranty of satisfactory performance of the unit offered by them for a period of 12 months from the date of commissioning or 18 months from the date of receipt and acceptance by CIL and /or its subsidiary Companies. The suppler shall be responsible for any defects that they develop under the conditions provided for by the contract and under proper use, arising from faulty materials, design or workmanship and shall remedy such defects at his own cost when called upon to do so. If it becomes necessary for the supplier to replace or renew any defective portion of the goods, such replacement or renewal should be made by the supplier without any extra cost to Coal India Limited and/or its subsidiary company.

19. BANNED OR DE-LISTED SUPPLIERS: The bidders should give a declaration that they have not been banned or de-listed by any Government or Quasi-Government agencies or PSUs. If a bidder has been banned by an Government or Quassi-Government agencies or PSUs. This must be clearly stated and it may not necessarily be a cause of disqualifying him.

20.TECHNICAL SPECIFICATION AND SCHEDULE OF REQUIREMENT (ANNEXURE‟C‟)

SL NO DESCRIPTION QTY. REQD.

1. INTEGRATED TYPE HEAVY DUTY SQUARE STEEL COG FOR ROOF SUPPORT IN UNDERGROUND MINES SIZE 900 X 900 X 900 mm.

125 NOS

2 INTEGRATED TYPE HEAVY DUTY SQUARE STEEL COG FOR ROOF SUPPORT IN UNDERGROUND MINES SIZE 600 X 600 X 900 mm.

125 NOS

TECHNICAL SPECIFICATION FOR BOTH THE SIZE OF SQUARE STEEL COGS SHOULD BE AS PER ANNEXURE- A AND DGMS CIRCULAR No. DGMS/S&T/TECH.CIR(APPROVAL) NO.2, DHANBAD DATED 03.06.2010.

SR. MANAGER (MM) BALLARPUR AREA.

ANNEXURE „A‟

TECHNICAL SPECIFICATION FOR BOTH THE SQUARE STEEL COGS IS AS FOLLOWS:

1) TECHNICAL SPECIFICATION SHOULD BE AS PER DGMS TECHNICAL CIRCULAR No.DGMS/S&T/TECH.CIR(APPROVAL)No.2 DHANBAD DATED 03.06.2010 FOR BOTH THE SIZE OF STEEL COGS.

2) INTEGRATED TYPE HEAVY DUTY SQUARE STEEL COG WITH CROSS MEMBER SHALL BE

MADE OF 72 mmX 72mm X 4.8mm THICK SQUARE HOLLOW SECTION TUBES WITH NECESSARY CORNER PLATE AND ARRANGEMENT FOR PROPER BOLTING OF THE COGS WITH NUT BOLTS IN ORDER TO SET IN TERMS OF PILLAR AND SHOULD BE PAINTED WITH GOOD QUALITY ANTICORROSIVE SPRAY PAINTING IN DOUBLE COATS FOR BOTH THE SIZE OF STEEL COGS.

3) THE LOAD CARRYING CAPACITY SHOULD BE 50 MT AS PER DGMS TECHNICAL CIRCULAR

No.DGMS/S&T/TECH.CIR(APPROVAL)No.2 DHANBAD DATED 03.06.2010 FOR BOTH THE SIZE OF STEEL COGS.

4) ALL OTHER TECHNICAL SPECIFICATION SHOULD BE AS PER DGMS CIRCULAR No. AS

MENTIONED ABOVE. NOTE:

(A) ATLEAST TWO NOS OF THE STEEL COG SHALL BE SUBJECTED TO ROUTINE TEST OR PRODUCTION TEST AND ORIGINAL TEST CERTIFICATE OF NATIONAL TEST HOUSE/LABORATORIES TO THIS EXTEND SHOULD BE SUBMITTED AT THE TIME OF SUPPLY.

(B) MANUFACTURING, TESTING AND SPECIFICATION OF STEEL COG ETC.SHALL BE AS PER LATEST DGMS (TECHNICAL) CIRCULAR NO. DGMS CIRCULAR NO.DGMS/S&T/TECH.CIR(APPROVAL) NO.2, DHANBAD DATED 03.06.2010. THE FIRM SHOULD CONFIRM THE SAME IN THE TECHNO-COMMERCIAL BID I.E. PART-I OF OFFER.

(C) ALL NECESSARY TEST CERTIFICATE SUCH AS AXIAL LOAD TEST ECCENTRIC LOAD TEST, WELDING AND WELD TEST AND OTHER PROPERTIES & PARAMETERS SHOULD BE AS PER DGMS CIRCULAR NO.DGMS/S&T/TECH.CIR(APPROVAL) NO.2, DHANBAD DATED 03.06.2010 AND ALL ORIGINAL TEST CERTIFICATE SHOULD BE SUBMITTED AT THE TME OF SUPPLY. THE FIRM SHOULD CONFIRM THE SAME IN THE TECHNO-COMMERCIAL BID I.E. PART-I OF OFFER.

(D) MARKING: STEEL COGS SHALL BE MARKED WITH MANUFACTURERS NAME OR REGISTERED TRADE MARK SERIAL NO. SIZE AND THE DESIGNATED LOAD OF THE SQUARE STEEL COG.

.

. SR. MANAGER (MM) BALLARPUR AREA.

Sl. No.

Terms and Conditions Bidder to indicate acceptance of terms and conditions as:

YES/NO

1 Status of Tenderer a) Whether manufacturer b) Whether sole selling agent/authorized dealer/distributor(indicate the

status) c) Authority letter in original in case of goods of imported origin as per

clause.

2 Validity: Offer should be kept valid for 180 days from the date of opening of tender as specified. Withdrawal of tender within the validity period is not permitted.

3 Price to be quoted as FIRM and in case of order to remain FIRM till execution of the order

4 Variable prices are to be quoted as per clause indicated in the NIT Not applicable

5 Price should be on FOR destination

6 Price should be on FOB-part of shipment basis(in case of import order)

7 Should submit copy of un-priced bid as per format (Annexure”B” without the prices along with PART – “A” of the bid i. e. Techno Commercial Bid of

Tender documents.

8 Delivery Schedule: As per Clause/NIT

9 Payment Terms for indigenous supplies: 100% Payment within 21 days of

receipt of acceptance of materials at site or submission of bills whichever is later.

10 i) i) Supply of spares I to be arranged after importing ordered items in “Original Packing”. Original Packing would not be applicable for items which are shipped in open condition in containers etc.

ii) The following import documents are required to be submitted with each supply for acceptance of supplied spares to WCL. a) Self attested copy with original principal Invoice/packing list. b) Self attested copy with bill lading/Airway bill c) Self attested copy with original bill of entry d) As per contractual requirement (if any) warranty/guarantee

certificate. e) Certificate of origin.

The supplier shall provide clear linkage of items as per order with documents furnished under clause (a),(b) and (c) for acceptance of spares by WCL.The original documents under (a) and (c) shall be returned after verification with attested photocopy and making endorsements on original relating to transaction made

11 Paying Authority : The Area Finance Manager, Ballarpur Area, Western Coalfields Limited, At : Sasti Township, PO Sasti, Tah.Rajura, Distt.Chandrapur(MS). PIN 442 706

12 Consignee : The Sr.Manager (Stores),

Regional Stores, Sasti, Ballarpur Area, Western Coalfields Limited, At & PO - Sasti , Tah.Rajura, Distt.Chandrapur(MS). PIN- 442 706

13 Submission of Bills: For claiming payment, following documents are to be submitted along with original bills as per terms of the supply order to the consignee.

I) Pre-receipted and stamped invoice (Original Buyer‟s copy of

COMMERCIAL TERMS AND CONDITIONS vis-à-vis CHECK LIST (To be submitted in Techno-commercial Bid (Part ‟A‟).

Sl.No.EXCEPT 4,15 & 16 are applicable to this tender: Non-compliance of these terms and conditions will lead to rejection of the offer.

invoice) ii) Packing list in original list in original giving details of bill of materials iii) Consignment note/RR/PWB in original iv) Warranty/Guarantee certificate v) Manufacturers test certificate as per supply order terms vi) DGMS/BIS/certificates/any other document as per order Please indicate your Bank Account number and Name of Banker while

submitting your bill.

14 Guarantee/Warranty : Please refer As per NIT

15 Performance Bank Guarantee Not Applicable

16 Pre-dispatch Inspection of the ordered materials shall be carried out by the agency appointed by WCL. Such inspection shall not, in case of any defect noticed later, entitle you to plead that inspection has been done by WCL before despatch and absolve you of the obligation. Necessary tools and tackles etc to carry out inspection shall be provided by you. The inspection fee as applicable at the time of inspection (presently 0.38%) on the landed price inclusive of excise Duty, Sales Tax shall be paid by the supplier to the inspecting authority which will be subsequently reimbursed by the paying authority on production of documentary evidence. Minimum 10 days advance notice shall be given by manufacturer to the inspecting agency to carry out pre- despatch inspection.

Not Applicable

17 Inspection: Final Inspection shall be carried out by Consignee at site

18 Liquidated damages: In the event of failure to execute the contract within the stipulated period mentioned in the order and in the event of breach of any of the terms and conditions in the order WCL has the right:

a) To recover from successful tenderer, as agreed liquidated damages, a sum not less than 0.6% of the contract value for delay in execution of the contract beyond the delivery schedule (for this purpose part of a unit supplied will not be considered) as aforesaid for each week or part of a week during which the execution may be in arrears limited to 10%. Where felt necessary the limit of 10% can be increased to 15% at the discretion of buyer. b) To purchase from elsewhere, after due notice to the successful tenderer, on the account and at the risk of the defaulting supplier the stores not supplied or others of a similar description without canceling the supply order in respect of consignment not yet due for supply or c) To cancel the supply order or a portion thereof, and if so desired, to purchase the store at the risk and cost of the supplier an also. d) To extend the delivery period with or without imposition of Liquidated Damages as may be considered fit and proper. The penalty if imposed shall not be more than the agreed liquidated damages referred to clause (a) above. e) To encash any available Bank Guarantee/Security Deposit for recovery of the penalty. f) Whenever under the contract a um of money I recoverable from and payable by the supplier, Western Coalfields Limited, hall be entitled to recover such sum by appropriating, in part or whole by deducting any sum or which at any time thereafter, may be due to the successful tenderer in this or any other contract, with Western Coalfields Limited or any of its Subsidiary Company. Should this sum be not sufficient to cover the full amount recoverable, the successful. Tenderer shall pay to Western Coalfields Limited, on demand the remaining amount. g) The supplier shall not be entitled to any gain under this clause.

19 Force Majeure Condition: If the execution of the contract/supply order is delayed beyond the period stipulated in the contract supply order as a result of outbreak of hostilities, declaration of an embargo or blockade or fire, flood, acts of nature or any other contingency beyond the supplier‟s control due to act of God then Western Coalfields limited may allow such additional time by extending the delivery period, as it considers to be justified by the circumstances of the case and its decision shall be final. If and when additional time is granted by the Coal India Limited and its subsidiary companies, the contract/supply order shall

be read and understood as if it had contained from its inception the delivery date as extended.

20 Earnest Money/Security Money: Please refer Sl.No.1 of (IMPORTANT NOTES)

21 OTHER INFORMATION (To be indicated)

a) State Sales Tax Registration No.

b) Central Sales Tax Registration No. c) PAN d) Name, address, contract person of manufacturer/Exclusive authorized

marketing outlet.

e) Brand Name, model f) AFTER SALES SERVICE: Please indicate Complete address with

Telephone No., Fax No. etc.

g) Details of location of works h) In order to facilitate payment to vendors by way of Electronic Fund Transfer (EFT), the following details pertaining to your Bank account may please be furnished.

i) Name of the Bank and Branch with Location. ii) Account Number ii) Nature of Account(Cash, Credit, Current, Saving) iii) Style of Account iv) MICR Code of the Branch v) Whether the said branch of the bank is fully computerized and has

got internet banking operational facility.

In case the bank is not having such facility you will have to shift your account to some other bank where EFT would be possible.

22 WCL reserves the right to increase or decrease by 20% of the tendered quantity as indicated at Annexure ‟C‟

23 Jurisdiction of NAGPUR Court accepted

24 NSIC Registration, DGS&D Registration, DGMS approval, BIS certification & other Statutory documents required as per tender should be duly attested by

PUBLIC NOTARY.

Note: 1. All duties and taxes quoted shall be as legally leviable during the contractual delivery period. 2. In case of any tax concession/duly exemption applicable to the tenderer, the same should be clearly indicated. 3. Checklist should be properly filled in. In case a particular clause is not applicable to the bidder the same be marked as “Not applicable” with reason. 4. Non-acceptance of any of the terms and conditions may lead to rejection of offer or the offer maybe treated as un-responsive.

SR. MANAGER (MM) BALLARPUR AREA

ANNEXURE-B

FORMAT OF PRICE BID

A B c d E f g h i j k L=e to

k

M N=l- m

0=m x d

Sl. No .

Description Unit of

Measu- rement

Tender ed quantit y

Basic Price Ex- Work s (per unit)

Packing & forwardi ng

Excise Duty (% age) On

Sales Tax(% age) on

Freight Insura nce

Other levies (details)

Lande d cost

Discount (if any on)

Net

Lande d Cost after disco unt

Total Price of tendered quantity

1 INTEGRATED SQUARE STEEL COGS SIZE

900X900X900 & 600X600X900 MM

MT 100 17000 5000 12 2 5000 5000 38000 NA 380000 38,80,000

NOTE: 1) Item Sl. No., Description and Unit of measurement should be as per the schedule of requirement. (Annexure‟C‟)

2) The prices must be quoted on FOR destination. The quotation should indicate rate per unit, discount, if any, freight and insurance charges shall be indicated separately for each item, otherwise clause no.16 of Important Notes will apply for determining L-1, L2 etc. status.

3) Taxes, duties and other charges etc. in percentage should be clearly specified (not in absolute value). 4) The charges such as Octroi, Turn over Tax, Entry Taxes etc., if applicable, should be spelt-out separately giving the applicable rate in

Percentage. 5) Sales Tax under column „h‟ should indicate Central or State, specifying exempted/NIL/not applicable. If applicable, the full rate as well as

concessional rate against concessional form to be indicated. Compliance to Value added Tax (VAT), if applicable. Nothing extra will be payable over and above the percentage of Excise Duty, Sales Tax, other levies quoted except on Government

notification during the contractual period. Conditional discount shall not be considered.

9) Price-Bids are to be neatly typed in the above FORMAT. Handwriting price-Bids are not acceptable and liable for rejection. Non-compliance of the same may lead to rejection of the offer without any back reference to the tenderer.

10) The prices offered should be given preferably both in words and figures.

Sr. MANAGER (MM) BALLARPUR AREA.

Under Jurisdiction of Nagpur Court Only

WESTERN COALFIELDS LIMITED (A Subsidiary of Coal India Limited, A Government of India Undertaking)

OFFICE OF THE CHIEF GENERAL MANAGER, BALLARPUR AREA, SASTI TOWNHIP, SASTI– 442 706, TAH. RAJURA, DISTT. CHANDRAPUR (MS) Tel/Fax No. – 07173 - 230 596


Ref No. : ba-3650-pur-0092-2011-12 Dated. 07.08.2011

PAPER TENDER NOTICE NO.14/2011-12

Sealed Quotation are invited by Chief General Manager, WCL,Ballarpur Area Sasti – 442 706, Tah. Rajura, Distt.Chandrapur from reputed Manufacturers for supply of INTEGRATED SQUARE STEEL COGS FOR THE SIZE 900X900X900 mm AND 600X600X900 mm.

The Tender Documents can be had from the office of Sr. Manager (MM),WCL, Ballarpur Area, Sasti,

442 706,Tah. Rajura, Distt.Chandrapur (MS) on payment of Tender fees in the form of Cash/Bank DD in favour of WCL, Ballarpur Area A/c, payable at State Bank of India, Ballarpur Branch.

The Tender documents can also be downloaded from our Website http// www.westerncoal.nic.in http://www.tender.gov.in However required tender fee in form of Demand Draft should be enclosed with Part-I of tender. Required EMD should also be enclosed with Part-I of tender, failing which offer will not be accepted.

SECURITY DEPOSIT: The successful Tenderer will be required to deposit security money 10% of the value of Order. The State/Central Govt. Organization/PSU/Ancillary Unit of WCL and valid DGS&D/NSIC Registered for the tendered items against documentary evidence issued by Govt.Authorities are exempted from submission of EMD/Security deposit.

EMD: The value of Earnest Money (EMD) to be deposited by the Tenderer is Rs. 77,610/- (Rupees

Seventy seven thousand six hundred & ten only) EMD should be in the form of Bank demand draft in favour of WCL Ballarpur Area A/c. payable at Ballarpur/Rajura and must accompany the quotation i.e.Cover-I of the bid for unsuccessful Tenderer EMD shall be refunded immediately after finalisation of tender.(i.e.Techno- Commercial Bid).

1. Description : INTEGRATED SQUARE STEEL COGS. SIZE 900X900X900 AND 600X600X900 mm.

2. Approximate value : Rs.38,80,472.58/- 3. Tender Fee : Rs. 2,000/- by Hand (Non Refundable)

OR Rs.2,050/- by Post (Non Refundable) 4. Last Date of issue of Tender : 18.09.2011 upto 3.30 PM only by hand

: OR 12.09.2011 by Post. 5. Last date & time of submission of Tender : 19.09.2011 upto 3.30 PM only 6. Due date and time of opening Tender : 19.09.2011 at 4.00 PM 7. The State/Central Govt. Organization/PSUs,Valid NSIC and WCL Ancillaries for the tendered items valid on

the date of tender opening are exempted from payment of Tender Fee on production of attested Copies of Registration Certificate.

8. Wednesday is Weekly Rest day and Sunday is working day. 9. Western Coalfields Limited, Ballarpur Area reserves the right to accept OR reject any OR all the

Tender received OR in part thereof./ Without assigning any reason what-so-ever.

SR. MANAGER (MM) BALLARPUR AREA.





Sl. No.

Terms and Conditions Bidder to indicate acceptance of terms and conditions as:

YES/NO

1 Status of Tenderer a) Whether manufacturer b) Whether sole selling agent/authorized dealer/distributor(indicate the

status) c) Authority letter in original in case of goods of imported origin as per

clause.

Manufacturer

2 Validity: Offer should be kept valid for 180 days from the date of opening of tender as specified. Withdrawal of tender within the validity period is not permitted.

YES

3 Price to be quoted as FIRM and in case of order to remain FIRM till execution of the order

YES

4 Variable prices are to be quoted as per clause indicated in the NIT Not applicable

5 Price should be on FOR destination YES

6 Price should be on FOB-part of shipment basis(in case of import order) YES

7 Should submit copy of un-priced bid as per format (Annexure”B” without the prices along with PART – “A” of the bid i. e. Techno Commercial Bid of

Tender documents.

YES

8 Delivery Schedule: As per Clause/NIT YES

9 Payment Terms for indigenous supplies: 100% Payment within 21 days of

receipt of acceptance of materials at site or submission of bills whichever is later. YES

10 i) i) Supply of spares I to be arranged after importing ordered items in “Original Packing”. Original Packing would not be applicable for items which are shipped in open condition in containers etc.

ii) The following import documents are required to be submitted with each supply for acceptance of supplied spares to WCL. a) Self attested copy with original principal Invoice/packing list. b) Self attested copy with bill lading/Airway bill c) Self attested copy with original bill of entry d) As per contractual requirement (if any) warranty/guarantee

certificate. e) Certificate of origin.

The supplier shall provide clear linkage of items as per order with documents furnished under clause (a),(b) and (c) for acceptance of spares by WCL.The original documents under (a) and (c) shall be returned after verification with attested photocopy and making endorsements on original relating to transaction made

YES

11 Paying Authority : The Area Finance Manager, Ballarpur Area, Western Coalfields Limited, At : Sasti Township, PO Sasti, Tah.Rajura, Distt.Chandrapur(MS). PIN 442 706

12 Consignee : The Sr.Manager (Stores),

Regional Stores, Sasti, Ballarpur Area, Western Coalfields Limited, At & PO - Sasti , Tah.Rajura, Distt.Chandrapur(MS). PIN- 442 706

13 Submission of Bills: For claiming payment, following documents are to be submitted along with original bills as per terms of the supply order to the consignee.

I) Pre-receipted and stamped invoice (Original Buyer’s copy of invoice) ii) Packing list in original list in original giving details of bill of materials iii) Consignment note/RR/PWB in original iv) Warranty/Guarantee certificate v) Manufacturers test certificate as per supply order terms vi) DGMS/BIS/certificates/any other document as per order Please indicate your Bank Account number and Name of Banker while

submitting your bill.

14 Guarantee/Warranty : Please refer As per NIT

15 Performance Bank Guarantee Not Applicable

16 Pre-dispatch Inspection of the ordered materials shall be carried out by the agency

appointed by WCL. Such inspection shall not, in case of any defect

noticed later, entitle you to plead that inspection has been done by WCL before

despatch and absolve you of the obligation. Necessary tools and tackles etc to carry

out inspection shall be provided by you.

The inspection fee as applicable at the time of inspection (presently 0.38%) on the

landed price inclusive of excise Duty, Sales Tax shall be paid by the supplier

to the inspecting authority which will be subsequently reimbursed by the paying

authority on production of documentary evidence. Minimum 10 days advance

notice shall be given by manufacturer to the inspecting agency to carry out pre-

despatch inspection.

Not Applicable

17 Inspection: Final Inspection shall be carried out by Consignee at site YES

18 Liquidated damages:

In the event of failure to execute the contract within the stipulated period

mentioned in the order and in the event of breach of any of the terms and

conditions in the order WCL has the right:

a) To recover from successful tenderer, as agreed liquidated damages, a sum not less

than 0.6% of the contract value for delay in execution of the contract beyond the

delivery schedule (for this purpose part of a unit supplied will not be

considered) as aforesaid for each week or part of a week during which the execution

may be in arrears limited to 10%. Where felt necessary the limit of 10% can be

increased to 15% at the discretion of buyer.

b) To purchase from elsewhere, after due notice to the successful tenderer, on the

account and at the risk of the defaulting supplier the stores not

supplied or others of a similar description without canceling the supply order

in respect of consignment not yet due for supply or

c) To cancel the supply order or a portion thereof, and if so desired, to purchase

the store at the risk and cost of the supplier an also.

d) To extend the delivery period with or without imposition of Liquidated

Damages as may be considered fit and proper. The penalty if imposed shall not be

more than the agreed liquidated damages referred to clause (a) above.

e) To encash any available Bank Guarantee/Security Deposit for recovery of the

penalty.

f) Whenever under the contract a um of money I recoverable from and

payable by the supplier, Western Coalfields Limited, hall be entitled to recover such

sum by appropriating, in part or whole by deducting any sum or which at any time

thereafter, may be due to the successful tenderer in this or any other contract, with

Western Coalfields Limited or any of its Subsidiary Company. Should this sum

be not sufficient to cover the full amount recoverable, the successful. Tenderer shall

pay to Western Coalfields Limited, on demand the remaining amount.

g) The supplier shall not be entitled to any gain under this clause.

Be read and understood as if it had contained from its inception the delivery date as extended.

20 Earnest Money/Security Money: Please refer Sl.No.1 of (IMPORTANT NOTES)

21 OTHER INFORMATION (To be indicated) a) State Sales Tax Registration No.

PR6601H

b) Central Sales Tax Registration No. GHF4567 c) PAN AILPR5601H d) Name, address, contract person of manufacturer/Exclusive authorized

marketing outlet. BALAM Pvt Ltd.

Kamla Road, New

Delhi 110019, New

Delhi e) Brand Name, model Integrated Cogs f) AFTER SALES SERVICE: Please indicate Complete address with

Telephone No., Fax No. etc. Kamla Road, New

Delhi 110019, New

Delhi, Fax No :

+711-9877456828

Phone No :

7835565623

g) Details of location of works h) In order to facilitate payment to vendors by way of Electronic Fund Transfer (EFT), the following details pertaining to your Bank account may please be furnished.

i) Name of the Bank and Branch with Location. ii) Account Number ii) Nature of Account(Cash, Credit, Current, Saving) iii) Style of Account iv) MICR Code of the Branch v) Whether the said branch of the bank is fully computerized and has

got internet banking operational facility.

In case the bank is not having such facility you will have to shift your account to some other bank where EFT would be possible.

Bank Of India,

Connaught Place,

Account No :

787843746734

(Current Account)

MICR Code – 64378

Fully computerized

with net banking

facility

22 WCL reserves the right to increase or decrease by 20% of the tendered quantity as indicated at Annexure ’C’

YES

23 Jurisdiction of NAGPUR Court accepted YES

24 NSIC Registration, DGS&D Registration, DGMS approval, BIS certification & other Statutory documents required as per tender should be duly attested by PUBLIC NOTARY.

YES

Note: 1. All duties and taxes quoted are legally leviable during the contractual delivery period. 2. All terms and conditions are complied by the company 3. Conditions which are not applicable to company are marked as “Not applicable” 4. In case of any changes in the terms and conditions company will be willing to adjust those changes as per tender requirement. I / We have carefully read and understood the above terms and conditions of the Tender attached to this offer and form part of this Tender, which we accept unconditionally and accordingly offer the price as above mentioned Signature: ______________ Name :- Mr. XYZ, Date : 07th September 2011 Designation :- Chief Procurement Manager Seal/Rubber Stamp of Organisation

FORMAT OF PRICE BID

A B c d E f g h i j k L=e to

k

M N=l-

m

0=m x d

Sl. No .

Description Unit of Measu- rement

Tender ed quantit y

Basic Price

Ex-

Work

s (per

unit)

Packing &

forwardi

ng

Excise Duty

(%

age)

On

Sales Tax(%

age)

on

Freight Insura nce

Other levies (details)

Lande d cost

Discount (if any

on)

Net Lande d Cost after disco unt

Total Price of tendered quantity

1 INTEGRATED SQUARE STEEL COGS SIZE

900X900X900

&

600X600X900

MM

MT 100 17000 5000 12 2 5000 5000 38000 NA 380000 38,80,000