I~Hl NLC INDIA LIMITED · NLC INDIA LIMITED (formerly Neyveli ... CPG valid for the balance amount till the end of the period specified in the Contract. ... Specification. 12.0 General:

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NLC INDIA LIMITED(formerly Neyveli Lignite Corporation Limited)

('Navratna' - A Government of India Enterprise)

IHHY.itlCfi / ~ CfiT CfiI"'lfM"'IOFFICE OF THE GENERAL MANAGER / CONTRACTS

~/ Tel: 04142 - 252210, 251620 ~~;M!I.~ ~ ~ 1I'lWT / Corporate Contracts Division~/ Fax: 04142 - 252026 / ?5~645 / 252646 ~ .!'-! : ~ ~ /Corporate Officet-~/E-mail:[email protected] :~~. OffiCI> I Block·1,~ /Neyveli-607801

[email protected] nmIiI : : i;, afi:lt"I'1I4> m«r !Tamil Nadu, [email protected] 1509001 REGISTERED CIN : L93090TN1956G01003507

HARNESSING ENERGYSPREAOING SMilES

BY Speed Post I E.MAILLOA No. CO CONTS I 0015EI DUE DlLlGENCE/2017, Dt. 24.10.2017.To

LETTER OF AWARD

MIs. LUTHRA & LUTHRA LAW OFFICES,9th Floor& 103 Ashoka Estate,24 Barakhamba Road,NEW DELHI-110 001.

Kind Attention:

Email:[email protected]

[email protected]

Tel: +91 11 4121 5100Fax: +91 11 2372 3909

Shri. Sameen Vyas..

Gentlemen,

Sub: Appointing of Consulting Agency for conducting due Diligence on

Legal, tax advisory and financial consultancy on master project

agreement for setting up of a Pilot Scale Plant on Matmor processat Neyveli - Letter of Award (LOA) - Issued- Reg.

Ref: 1. Tender No: CO CaNTS 10015EI CARD I Due Dili-Matmor I2017,Dt.23.05.2017

2. Our Lr. No.CO CaNTS 10015EI CARD I Due Dili-Matmor I2017, Dt.23.05.2017 ( Issue of LTE)

3. Our Letter No. CO CaNTS /o015EI CARD I Due Dili-Matmor I2017, Dt.26.05.2017 (Enclosing Corrigendum No.1).

4. Our Letter No. CO CaNTS 10015EI CARD I Due Dili-Matmor I

2017, Dt.29.05.2017(Enclosing Corrigendum NO.2)

5. Our Letter No. CO CaNTS 10015EI CARD I Due Dili-Matmor I2017, Dt.05.06.2017.(Enclosing Corrigendum No.3)

6. Our Letter No. CO CaNTS 10015EIDue Diliqertce I 2017,Dt.08.09.2017

7. Your Letter No. Nil, Dt.26.09.2017.

*****

1.0 We, NLC INDIA Limited (NLCIL), the Purchaser, are pleased toinform MIs. LUTHRA & LUTHRA LAW OFFICES, (MIs. LUTHRA),New Delhi, the Contractor, that your offer is accepted by NLC India

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q';iflCfjd CfiI14f{114:~ OR, -;f.8, m flf(PiJ~ ~,~"QJr.tr, ~lmft(nsrr~ Wn:r,~ Cfii~c.m, ~,~- .600031.Registered Office: First Floor, No.8, Mayor Sathyamurthy Road, FSD,Egmore Complex of FCI,Chetpet, Chennal-600 03l.

~ !Web Site: www.nlcindia.com

Ltd. with reference to the tender 1st cited. The conditions specified inthe Tender specification, correspondences mentioned in the referenceare also forming part of this Letter of Award.

2.0 Scope of Work:

The scope of work covered un.der this "Consultancy Services" is forconducting due diligence on legal, tax advisory and financialconsultancy on master project agreement for setting up of a Pilot ScalePlant on Matmor process at Neyveli as detailed in Section - C ofTender Specification.

3.0 Contract Price:

4.0

The Contract price for the complete scope of workRs.46,02,0001- (Rupees Forty Six Lakhs Two thousand only)all taxes and duties under GST Regime.

Time Schedule:

shall beincluding

The Scope of consultancy services, covered under this work shall be

performed as per the time schedule given below.

Giving presentation to NLCIL &NMDC

Final report submission with

incorporating remarks given from

NLCIL & NMDC

Within 4 weeks from the date ofissue of LOA.Within 5 - 6 weeks from the dateof issue of LOA.

Within 7 - 8 weeks from the dateof issue of LOA.

Submission of draft report

5.0 DELIVERABLES

The Consultant shall prepare and submit to the Client both in soft andhard form, the following:

(a) Six (6) copies of Draft report .(b) Fifteen (15) copies of Final Report.

5.0 DEFICIENCY IN PERFORMANCE:

i) The time stipulated for the preparation and submission of final

report shall be deemed to be the essence of the contract. In the

event of the Consultant failing to complete the above said work

within the time specified in the Clause 3.0 of Section-B, due to

the reasons attributable to the. Consultant, NLCIL shall deduct

towards damage at the rate of balf percent per week of delay or

part thereof of Contract price subject to a maximum of 5% (five

Percent) of the Contract price.

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ii) If the reason for the delay is solely attributable to NLCIL,adequate time extension will be given to the Consultant to theextent of delay attributable to NLCIL.

iii) If the reason for the delay is purely attributable to theConsultant, extension of time may be granted subject to levy ofLiquidated Damages.

6.0 CONTRACT PERFORMANCE GUARANTEE (CPG)

6.1 The Successful Bidder shall furnish a Contract Performance Guaranteein the form of Bank Guarantee acceptable to the CLIENT, as per theformat given in Annexure - I of Tender Specification within 15 days fromthe date of issue of LOA for an amount equal to 10% of the total valueof the contract price towards faithful execution of the contract valid up to3 months from the date of submission of 15 copies of the final reportalong with other deliverables and acceptance by the Client. Theguarantee amount shall, merely on demand, be payable without anyprevious notice and without any demur and without referring to anyother source irrespective of any legal dispute between bank andConsultant and the Client without any condition or dispute whatsoever.

•

6.2 Without prejudice to the generality of the terms of the ContractPerformance Guarantee the CLIENT shall have the right to encash theContract Performance Guarantee in full or Part for noncompliance ofany or all the terms and for recoveries under the contract as well asagainst defects in work carried out. In the event of invoking theencashment of CPG partially by NLCIL, the consultant shall keep theCPG valid for the balance amount till the end of the period specified inthe Contract.

7.0 Payment Terms:

All payments shall be made in Indian Rupees. All the payments shall bemade subject to acceptance of LOA by the Consultant and submissionof CPG (as per Clause 6.0) by the Consultant and acceptance of thesame by the CLIENT. '4

7.1 Payment of Contract Price:

a. 30% of lumpsum indicated at Item No. A under Schedule of Prices shallbe made on acceptance of draft report.

b. 30% of lumpsum indicated at Item No. A under Schedule of Prices shallbe made on completion of presentation draft report to NLCIL & NMDC.

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c. 30% of lumpsum indicated at Item No. A under Schedule of Prices shall

be made on acceptance Final report with incorporating of remarks given

from NLCIL & NMDC.

d. Balance 10% (final Payment) shall be made on completion of all

Contractual obligations.

7.2 Mode of Payment:

a. The payment for services shall be made direct to the Consultant by the

CLIENT through e-payment.

b.It is expressly understood that the release of payment to the Consultant

should submit the consent in a mandate form for receipt of payment

through NEFT and provide the details of bank Alc in line with RBI

guidelines for the same. These details will include bank name, branch

name & address, Alc type, bank Alc no., bank, Branch Code and IFS

Code as appearing on MICR cheque issued by bank. Further, the

Consultant should also submit certificate from their bank certifying the

correctness of all above mentioned information in the mandate form.

7.3 All Bank Charges shall be to the account of Consultant only.

7.4 Due Dates for Payment:The CLIENT will make progressive payment as and when thepayment is due as per the terms of payment set forth above. Paymentwill become due and payable by the CLIENT within a reasonableperiod which will not exceed fifteen (15) days from the date of receiptof Consultant's bill/invoice/debit note by the CLIENT, provided thedocuments submitted are complete and correct in all respects. If it isnot payable the invoice will be returned to the Consultant stating thereasons for rejection within a seven (7) Days from the date of receiptby the CLIENT.

7.5 Taxes & Dutiesl Service Taxi Personal Income Tax Etc.

All taxes and duties, Income Tax, personal Income Tax, CESS or any

other statutory levies payable in India except service tax arising out of

this Contract shall be included in the prices and shall be borne and

paid by the Consultant. No claim will be entertained by the CLIENT

whatsoever on these accounts. Income tax TDS shall be deducted at

the rate applicable on the date of payment. The bidder shall furnish the

PAN details in offer and also GSTN.

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7.5.1 GST:

7.5.1.1 The GST shall be claimed by the Consultant subject to the ceilingindicated in the schedule of price against submission of Invoices/Bills

containing all details viz.

(a) Name of thereqistered person / Company / Firm,(b) Address,(c) GST Registration Number,(d). Submission of Copy of GST registration certificate.

7.5.1.2 The GST ceiling indicated in the price schedule is as per the rates

prevailing on the first working 01.07.20~ 7. Any variation in the

percentage of GST within the contract period with respect to the ceiling

will be to NLCIL's account and any new indirect taxes imposed by

State/Central Governments within the contract period shall be payable

extra by NLCIL against documentary evidence produced by the

Consultant. The Consultant has to pass on the Input Tax Credit (ITC)

to Client (NLC India Limited)

7.6 DOCUMENTS TO BE FURNISHED FOR CLAIMING PAYMENT

..

The following documents shall be sent to the General Manager/ CARD,NLC India Limited, Neyveli - 607 807 for effecting paymentsInvoices - original + 2 copiesReport as per clause 4.0 above

8.0 TECHNICAL SOUNDNESS

The Consultant shall carry out the services under this contract in

conformity with accepted norms and sound upto-date standards of

engineering and principles of technology. In rendering their services

they will apply the same care as in matters of their own concern. The

Consultant shall be responsible for the technical soundness of the

services rendered and of final report. In the event of any deficiency in

these services, Consultant shall inter-alia promptly re-do such services

at no additional cost to the CLIENT on account of such deficiencies.-J

9.0 DEFECTS IN CONSULTANT'S WORK

a.

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b. Any loss or damage sustained by the Client on account of such

defect shall be borne by the Consultant.

10.0 MANNER OF SIGNING OF CONTRACT:

a. On the Bid being accepted by the CLIENT, Contract Agreement

as per the Format given in Section - G of Tender Specification

will be signed by and between the CLIENT and the Successful

Bidder at the earliest but not later than 30 days from the

CLIENT's Letter of Award. All payments will be made after

signing of contract

b. The Contractor shall present himself for signing the Contract with

proper Power of Attorney and other requisite materials. The

CLIENT shall prepare two (2) originals of Contract for signing the

Contract. After signing the Contract, one original will be given to

the Contractor and the other original will be retained by the

CLIENT. Within 7 days after signing the Contract, the Contractor

shall submit ten (10) true copies of the Contract document with

all enclosures neatly bound, to the CLIENT free of charge.

11.0 NON DISCLOSURE AGREEMENTS (NDA):

The successful Bidder shall be required to execute Non-Disclosure

Agreements with ECT Australia, NLCIL and NMDC immediately after

accepting LOA. as per the Format given at SECTION-H of Tender

Specification.

12.0 General:

12.1 All other terms and conditions not specifically brought out herein aboveshall be as per mutually agreed terms & conditions under variouscorrespondence indicated in the reference.

12.2 This Letter of Award is irrevocable and technically and commerciallyclear document authorizing M/s.Luthra & Luthra Law Offices, New Delhito proceed with the work and .shall be binding on the Purchaser and theContractor. The effective date of contract shall be the date of this Letterof Award.

12.3 Till the Contract incorporating all the terms & Conditions are concluded,this Letter of Award shall be deemed to be the Contract, legallyenforceable.

12.4

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12.5 This Letter of Award is being issued in duplicate. The Contractor is

requested to return the duplicate copy duly signed and stamped on

each page including the enclosed ANNEXURE,by the authorized

signatory as a proof of acknowledgement and confirmation of

acceptance of LOA within a week. Otherwise it will be deemed to have

been accepted by you.

Thanking you,

Yours faithfully,for NLC INDIA LIMITED,

,1\' _ It {) ) 17CHIEF GEN~ A R / CONTRACTS.

• , Me,· ger I C ntracWChief Genera g ate Office

NLC India ltd., Corpor I

Enc!.: ANNEXURE- Schedule of Prices Neyve\t

Received and accepted

for M/s.LUTHRA & LUTHRA LAW OFFICES, New Delhi.

-..

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r

ANNEXURE

SCHEDULE OF PRICES

Item Prices inActivity

No . Rupees

Lumpsum and Firm Price Basis. for conducting due

diligence on legal on master project agreement for

setting up of a Pilot Scale Plant on Matmor process at

Neyveli for the Scope of work covered in Section - C 23,00,000/-

of the Tender Specification, including out Of pocket

expenses such as Travel and Living Expenses,

Computer & photocopying Charges etc.

Lumpsum and Firm Price Basis for conducting due

diligence on Tax advisory and financial consultancy on

master project agreement for setting up of a Pilot

Scale Plant on Matmor process at Neyveli for the16,00,000/-

Scope of work covered in Section - C of the Tender

Specification, including out of pocket expenses such

as Travel and Living Expenses, Computer &

photocopying Charges etc

A 39,00,000/-

B GST on ceiling basis For Legal Services at 18% 414000/-

GST on ceiling basis For Tax advisory and financial288000/-

< consultancy at 18%

Total GST 702000/-

C TOTAL (A+B) 46,02000/-

Total Lump Sum price Rs. 46,02000/- (Rupees Forty Six lakhs Two

thousand only) .'J

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