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1 HARNESSING ENERGY SPREAOING SMilES t(<i1 t(~;rt~. ~ (~~ "''''I~Hl fft"1i$g Ch14fh'H fftfile.s) (m«r ~ cnr.~' ~) NLC INDIA LIMITED (formerly Neyveli Lignite Corporation Limited) ('Navratna' - A Government of India Enterprise) IHHY.itlCfi / ~ CfiT CfiI"'lfM"'I OFFICE OF THE GENERAL MANAGER / CONTRACTS ~/ Tel: , ~~;M!I.~ ~ ~ 1I'lWT / Corporate Contracts Division ~/ Fax: /?5~645 / ~.!'-! : ~ ~ / Corporate Office t-~/ gmconts_co@nlclndla.com :~~. OffiCI> I Block 1,~ /Neyveli gmconts@gmail.com nmiii : : i;, afi:lt"i'1i4> m«r!tamil Nadu, India. gmconts_co@rediffmail.com REGISTERED CIN : L93090TN1956G LETTER OF AWARD BY Speed Post I E.MAIL LOA No. CO CONTS I 0015EI DUE DlLlGENCE/2017, Dt To MIs. LUTHRA & LUTHRA LAW OFFICES, delhi@luthraluthra.com 9th Floor& 103 Ashoka Estate, svyas@luthraluthra.com 24 Barakhamba Road, Tel: NEW DELHI Fax: Kind Attention: 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 process at Neyveli - Letter of Award (LOA) - Issued- Reg. Ref: 1. Tender No: CO CaNTS 10015EI CARD I Due Dili-Matmor I 2017,Dt Our Lr. No.CO CaNTS 10015EI CARD I Due Dili-Matmor I 2017, Dt ( Issue of LTE) 3. Our Letter No. CO CaNTS /o015ei CARD I Due Dili-Matmor I 2017, Dt (Enclosing Corrigendum No.1). 4. Our Letter No. CO CaNTS 10015EI CARD I Due Dili-Matmor I 2017, Dt (Enclosing Corrigendum NO.2) 5. Our Letter No. CO CaNTS 10015EI CARD I Due Dili-Matmor I 2017, Dt (Enclosing Corrigendum No.3) 6. Our Letter No. CO CaNTS 10015EIDue Diliqertce I 2017, Dt Your Letter No. Nil, Dt ***** 1.0 We, NLC INDIA Limited (NLCIL), the Purchaser, are pleased to inform MIs. LUTHRA & LUTHRA LAW OFFICES, (MIs. LUTHRA), New Delhi, the Contractor, that your offer is accepted by NLC India Page 1 of 8 q';iflcfjd CfiI14f{114:~ OR, -;f.8, m flf(pij~ ~,~"QJr.tr, ~lmft(nsrr~ Wn:r,~ Cfii~c.m, ~,~ Registered Office: First Floor, No.8, Mayor Sathyamurthy Road, FSD,Egmore Complex of FCI, Chetpet, Chennal l. ~!Web Site:

2 Ltd. with reference to the tender 1 st cited. The conditions specified in the Tender specification, correspondences mentioned in the reference are also forming part of this Letter of Award. 2.0 Scope of Work: The scope of work covered un.der this "Consultancy Services" is 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 process at Neyveli as detailed in Section - C of Tender Specification. 3.0 Contract Price: 4.0 The Contract price for the complete scope of work Rs.46,02,0001- (Rupees Forty Six Lakhs Two thousand only) all taxes and duties under GST Regime. Time Schedule: shall be including The Scope of consultancy services, covered under this work shall be performed as per the time schedule given below. Submission of draft report Giving presentation to NLCIL & NMDC Final report submission with incorporating remarks given from NLCIL & NMDC Within 4 weeks from the date of issue of LOA. Within 5-6 weeks from the date of issue of LOA. Within 7-8 weeks from the date of issue of LOA. 5.0 DELIVERABLES The Consultant shall prepare and submit to the Client both in soft and hard 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. Page 2 of 8

3 ii) If the reason for the delay is solely attributable to NLCIL, adequate time extension will be given to the Consultant to the extent of delay attributable to NLCIL. iii) If the reason for the delay is purely attributable to the Consultant, extension of time may be granted subject to levy of Liquidated Damages. 6.0 CONTRACT PERFORMANCE GUARANTEE (CPG) 6.1 The Successful Bidder shall furnish a Contract Performance Guarantee in the form of Bank Guarantee acceptable to the CLIENT, as per the format given in Annexure - I of Tender Specification within 15 days from the date of issue of LOA for an amount equal to 10% of the total value of the contract price towards faithful execution of the contract valid up to 3 months from the date of submission of 15 copies of the final report along with other deliverables and acceptance by the Client. The guarantee amount shall, merely on demand, be payable without any previous notice and without any demur and without referring to any other source irrespective of any legal dispute between bank and Consultant and the Client without any condition or dispute whatsoever. 6.2 Without prejudice to the generality of the terms of the Contract Performance Guarantee the CLIENT shall have the right to encash the Contract Performance Guarantee in full or Part for noncompliance of any or all the terms and for recoveries under the contract as well as against defects in work carried out. In the event of invoking the encashment of CPG partially by NLCIL, the consultant shall keep the CPG valid for the balance amount till the end of the period specified in the Contract. 7.0 Payment Terms: All payments shall be made in Indian Rupees. All the payments shall be made subject to acceptance of LOA by the Consultant and submission of CPG (as per Clause 6.0) by the Consultant and acceptance of the same by the CLIENT. '4 7.1 Payment of Contract Price: a. 30% of lumpsum indicated at Item No. A under Schedule of Prices shall be made on acceptance of draft report. b. 30% of lumpsum indicated at Item No. A under Schedule of Prices shall be made on completion of presentation draft report to NLCIL & NMDC. Page3 of 8

4 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 b. CLIENT through e-payment. 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 the payment is due as per the terms of payment set forth above. Payment will become due and payable by the CLIENT within a reasonable period which will not exceed fifteen (15) days from the date of receipt of Consultant's bill/invoice/debit note by the CLIENT, provided the documents submitted are complete and correct in all respects. If it is not payable the invoice will be returned to the Consultant stating the reasons for rejection within a seven (7) Days from the date of receipt by 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. Page 4 of 8

5 7.5.1 GST: The GST shall be claimed by the Consultant subject to the ceiling indicated 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 The GST ceiling indicated in the price schedule is as per the rates prevailing on the first working ~ 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) DOCUMENTS TO BE FURNISHED FOR CLAIMING PAYMENT The following documents shall be sent to the General Manager/ CARD, NLC India Limited, Neyveli for effecting payments Invoices - original + 2 copies Report 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. Page 5 of 8

6 b. Any loss or damage sustained by the Client on account of such defect shall be borne by the Consultant 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 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 General: 12.1 All other terms and conditions not specifically brought out herein above shall be as per mutually agreed terms & conditions under various correspondence indicated in the reference This Letter of Award is irrevocable and technically and commercially clear document authorizing M/s.Luthra & Luthra Law Offices, New Delhi to proceed with the work and.shall be binding on the Purchaser and the Contractor. The effective date of contract shall be the date of this Letter of Award Till the Contract incorporating all the terms & Conditions are concluded, this Letter of Award shall be deemed to be the Contract, legally enforceable Page 6 of 8

7 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 {) ) 17 CHIEF GEN~ A R / CONTRACTS., Me, ger I C ntracw Chief 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. -.. Page 7 of 8

8 r ANNEXURE SCHEDULE OF PRICES Item Prices in Activity 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 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 the 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 Neyveli for the Scope of work covered in Section - C 23,00,000/- 16,00,000/- A 39,00,000/- GST on ceiling basis For Tax advisory and financial < consultancy at 18% B GST on ceiling basis For Legal Services at 18% / /- Total GST /- C TOTAL (A+B) 46,02000/- Total Lump Sum price Rs. 46,02000/- (Rupees Forty Six lakhs Two thousand only).' J Page 8 of 8