Patratu

RFP/JV/JSMDC-01/2011/PATRATU/7/9/11
BID DOCUMENT FOR SELECTION OF JOINT VENTURE PARTNER FOR DEVELOPMENT OF PATRATU COAL BLOCK
VOLUME 1: REQUEST FOR PROPOSAL
Jharkhand State Mineral Development Corporation limited
Khanij Nigam Bhawan, Doranda, Ranchi 834 002
September 2011
JSMDC Ltd. TABLE OF CONTENTS
Patratu Coal Block
S. No.
Contents
Page No.
Disclaimer Definition 1 Introduction 1.1 Background 1.2 Brief description of Bidding Process 1.3 Schedule of Bidding Process 2 2A Instructions to Bidders General 2.1 Scope of Bid 2.2 Eligibility of Bidders 2.3 Price Bid Parameter 2.4 Change in composition of the Consortium 2.5 Number of Bids and costs thereof 2.6 Acknowledgement by Bidder 2.7 Right to accept or reject any or all Bids/ Bids 2B Bid Security 2.8 Bid Security
4 6 8 8 9 10 11 11 11 11 15 15 16 16 16 17 17
2C
Documents 2.9 Contents of the Bid document 2.10 Clarifications 2.11 Amendment of Bid document
18 18 19 20 20 20 20 21 22 22 22 Page |1
2D
Preparation and Submission of Bid 2.12 Language 2.13 Format and signing of Bid 2.14 Sealing and marking of Bids 2.15 Bid Due Date 2.16 Late Bids 2.17 Modifications/ substitution/ withdrawal of Bids
Volume 1 Request For Proposal
JSMDC Ltd. 2.18 Effect & Validity of Bid 22
Patratu Coal Block
2E
Evaluation Process 2.19 Opening and Evaluation of Bids 2.20 Confidentiality 2.21 Tests of responsiveness 2.22 Clarifications
23 23 23 23 24
2F
Qualification 2.23 Qualification and notification 2.24 Proprietary data 2.25 Correspondence with the Bidder
24 24 25 25 26 26 26
Criteria for Evaluation 3.1 Evaluation parameters 3.2 Evaluation Methodology
4 5 6 7
Fraud and Corrupt Practices Pre-Bid Conference Miscellaneous Post Selection Activities & Timelines
29 31 32 33
Appendices I Format for Bid Annex I Details of Bidder Annex II Technical Capacity of Bidder Annex III Financial Capacity of Bidder Annex IV List of Ist Class Mines Managers Annex V Statement of Legal Capacity Annex VI MoU/Investment in the state of Jharkhand II III IV V Format for Power of Attorney for signing of Bid Format for Power of Attorney for Lead Member of Consortium Format for Joint Biddig Agreement for Consortium Letter Comprising the Price Bid Page |2
JSMDC Ltd. VI VII VIII IX X Format for Price Bid Format for Board Resolution Letter of Undertaking Format for Clarification/ Amendment Allocation Letter (MoC)
Patratu Coal Block
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JSMDC Ltd. DISCLAIMER
Patratu Coal Block
The information contained in this bid document or subsequently provided to Bidders(s), in documentary or written form, by or on behalf of Jharkhand State Mineral Development Corporation (JSMDC) or any of its employees or advisors, is provided to Bidders(s) on the terms and conditions set out in this bid document and such other terms and conditions subject to which such information is provided. This bid document is not an agreement and is neither an offer nor invitation by JSMDC to the prospective Bidders or any other person. The purpose of this bid document is to provide interested parties with information that may be useful to them in the formulation of their Bid pursuant to this bid document (the Bid). This bid document includes statements, which reflect various assumptions and assessments arrived at by JSMDC in relation to the Project. Such assumptions, assessments and statements do not purport to contain all the information that each Bidder may require. This bid document may not be appropriate for all persons, and it is not possible for JSMDC, its employees or advisors to consider the investment objectives, financial situation and particular needs of each party who reads or uses this bid document. The assumptions, assessments, statements and information contained in this bid document may not be complete, accurate, adequate or correct. Each Bidder should therefore, conduct its own investigations and analysis and should check the accuracy, adequacy, correctness, reliability and completeness of the assumptions, assessments, statements and information contained in this bid document and obtain independent advice from appropriate sources. Information provided in this bid document to the Bidders(s) is on a wide range of matters, some of which may depend upon interpretation of law. The information given is not intended to be an exhaustive account of statutory requirements and should not be regarded as a complete or authoritative statement of law. JSMDC accepts no responsibility for the accuracy or otherwise for any interpretation or opinion on law expressed herein. JSMDC, its employees and advisors make no representation or warranty and shall have no liability to any person, including any Bidder, under any law, statute, rules or regulations or tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost or expense which may arise from or be incurred or suffered on account of anything contained in this bid document or otherwise, including the accuracy, adequacy, correctness, completeness or reliability of the bid document and any assessment, assumption, statement or information contained therein or deemed to form part of this bid document or arising in any way with qualification of Bidders for participation in the Bidding Process. JSMDC also accepts no liability of any nature whether resulting from negligence or otherwise howsoever caused arising from reliance of any Bidder upon the statements contained in this bid document. JSMDC may, in its absolute discretion but without being under any obligation to do so, update, amend or supplement the information, assessment or assumptions contained in this bid document. The issue of this bid document does not imply that JSMDC is bound to appoint the selected Bidder, for the Project and JSMDC reserves the right to reject all or any of the Bids or Bids Volume 1 Request For Proposal Page |4
JSMDC Ltd. without assigning any reasons whatsoever.
Patratu Coal Block
The Bidder shall bear all its costs associated with or relating to the preparation and submission of its Bid including but not limited to preparation, copying, postage, delivery fees, expenses associated with any demonstrations or presentations which may be required by JSMDC or any other costs incurred in connection with or relating to its Bid. All such costs and expenses will remain with the Bidder and JSMDC shall not be liable in any manner whatsoever for the same or for any other costs or other expenses incurred by an Bidder in preparation or submission of the Bid, regardless of the conduct or outcome of the Bidding Process. ***
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JSMDC Ltd. DEFINITIONS
Patratu Coal Block
Appointed Date shall means the date on which the letter of intent is issued by JSMDC appointing the Bidder for the Project Associate shall mean in relation to the bidder/ Consortium Member, a person who controls, is controlled by, or is under the common control with such bidder/ Consortium Member. As used in this definition, the expression control means, with respect to a person which is a company or corporation, the ownership, directly or indirectly, of more than 50% (fifty per cent) of the voting shares of such person, and with respect to a person which is not a company or corporation, the power to direct the management and policies of such person by operation of law; Bid shall mean Qualifying Bid and Price Bid submitted by the Bidder, in response to this Bid Document, in accordance with the terms and conditions thereof; Bidder shall mean Bidding Company or Bidding Consortium submitting the Bid. Any reference to the Bidder includes Bidding Company/Bidding Consortium/Consortium, and Lead Member of the Bidding Consortium, as the context may require; Bidding Company shall refer to such single company that has submitted the Bid; Bidding Consortium/Consortium shall refer to the group of companies that has collectively submitted the Bid; Bid Document/Bidding Document shall mean information/documents contained in this Bid document or subsequent amendments issued, by or on behalf of JSMDC or any of its employees or advisors, and issued to the Bidder(s) on the terms and conditions set out in this Bid document and such other terms and conditions subject to which the information is provided Bid Due Date shall mean last date of submission of bids Bidding Process shall mean the single stage selection process adopted by JSMDC for selection of Bidder for award of Project Bid security shall mean the unconditional and irrevocable demand draft to be submitted along the Bid by the Bidder under Clause 2.8 of this Bid Document, Conflict of Interest As defined in clause 2.2.1 (c) Estimated Project Cost shall mean Indicative capital cost of the Project Facilitation Fee shall mean fee payable to JSMDC by the JV Company Financial Capacity shall mean the Financial Strength of the Bidder Government shall mean Government of Jharkhand or Government of India as applicable. Joint Bidding Agreement Agreement as per the format at Appendix IV between members of the Consortium for submitting the Bid Joint Venture Agreement (JV Agreement) shall mean long term agreement to be entered into between JSMDC and the Selected Bidder to be made in line with the draft JV Agreement provided as part of the Bidding document pursuant thereof as well as any Volume 1 Request For Proposal Page |6
JSMDC Ltd. modification issued/approved by JSMDC.
Patratu Coal Block
Joint Venture Company (JV Company) shall mean the Joint Venture Company to be formed between JSMDC and the Selected Bidder Joint Venture Partner (JV Partner) the Selected Bidder who will become the Partner of JSMDC for development of the Patratu Coal Block and will sign the JV Agreement and/or any Legal Agreements as prescribed by the laws applicable, with JSMDC. Lead Member shall mean member of the Consortium who shall have an equity stake of at least 26% in the JV Company with JSMDC. It shall not dilute its stake below 26% in the JV Company at any point of time through the period of JV Agreement LoA shall mean Letter of Award to be issued by JSMDC to the selected bidder Member shall mean Member of Consortium Mineral shall mean Iron ore, Limestone, Lignite Net Cash Accrual shall mean Profit after Tax + Depreciation Net Worth shall mean (Subscribed and Paid- up Equity + Reserves) less (Revaluation reserves + miscellaneous expenditure not written off + reserves not available for distribution to equity shareholders) Price Bid shall mean the bid submitted as per clause 2.3 and as per the format at Appendix VII Project shall mean exploration (if required) development, mining and selling of coal from Patratu Coal Block located in the District-Hazaribagh, Jharkhand State Qualifying Bid shall mean bid submitted in accordance with clause 2.2.2, 2.2.3 and 2.14.2 (I) and as per the format at Appendix I. Quoted Fee shall mean fee quoted by the bidder as per Appendix - VI Royalty shall mean, the royalty payable to the State Government for the Mineral Coal as per the provisions of the section 9 of the Mines & Minerals (Development and Regulation) Act, 1957 and as per the rates of royalty notified by the appropriate Government from time to time. Selected Bidder shall mean the Bidder securing the maximum point as per clause 3.2.1 (4) Turnover shall mean gross sales or gross revenue, as defined by the Indian Accounting Standards published by the Institute of chartered Accountants of India (ICAI)
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JSMDC Ltd.
Patratu Coal Block
1. INTRODUCTION 1.1 1.1.1 Background The Jharkhand Mineral Development Corporation (JSMDC) has been set up by the State Government with the mandate of developing the mineral resource in the state of Jharkhand and to acquire, obtain mining lease, reconnaissance permit, prospecting, acquire mines and other activities related with the development of mines and mineral sector in the state of Jharkhand. Ministry of Coal, Government of India, had allocated Patratu Coal Block to JSMDC under the Government Company dispensation in pursuance of the provisions of Section 3(3) (a) (i) of the Coal Mines (Nationalization) Act 1973 with specific terms & conditions for commercial mining purpose. A copy of the allocation letter is attached in of this Bid Document as Appendix X. Pursuant to the above said allocation, JSMDC is looking for technically competent and financially sound organization to become a partner with JSMDC for development, mining and selling of coal from the Patratu Coal Block. Brief details of the Project are as follows: Name of the Block Patratu Coal block Estimated Capacity 0.8 MTPA Estimated Project Cost 250 -300 Crore
1.1.2
1.1.3
Further details of the Patratu Coal Block are provided in Volume -3 of the bid document. 1.1.4 The Bid Documents specification explains in detail the scope of the Bid. The statements and explanations contained in this regard are intended to provide a proper understanding to the Bidders but should not be construed as limiting Bidders responsibilities and / or JSMDCs right to amend / change the scope or the terms, any omissions, conflicts or contradictions in these specifications shall be noted, interpreted and applied appropriately to give effect to this intent. Claims or disputes on account of wrong interpretation or misinterpretation of this intent by Bidder after award of Contract will not be entertained by JSMDC nor will they be legally binding on JSMDC JSMDC intends to select a JV Partner through an open competitive bidding process in accordance with the procedure set out herein for the development, mining and selling of coal from Patratu coal block. The selected Bidder, who is a company incorporated under the Companies Act, 1956 shall be responsible for exploration (if required), obtaining all approvals/clearances, acquisition of land, rehabilitation, financing, development, mining and selling of coal, the operation and maintenance of the coal mine, and subsequent closure of the above mentioned Patratu Coal Block in accordance with the provisions of a long term Joint Venture Agreement to be entered into between the Selected Bidder and JSMDC in line with the Draft JV Agreement provided as part of the Bidding Document and its amendments, if any. Page |8
1.1.5
1.1.6
JSMDC Ltd. 1.1.7
Patratu Coal Block
JSMDC shall receive the bids pursuant to this bid document in accordance with the terms set forth herein as modified, altered, amended and clarified from time to time by JSMDC, and all bids shall be prepared and submitted in accordance with such terms on or before the date specified in Clause 1.3 for submission of Bids (the Bid Due Date). Brief description of Bidding Process JSMDC has adopted a single stage process (referred to as the "Bidding Process") for selection of the bidder for award of the Project. The Bidding process involves the Bidder submitting the Bid document in two parts as Qualifying Bid (technical and financial capabilities/ capacities) and Price Bid in accordance with the provisions of this bid document. The bid document can be obtained on payment of nonrefundable fee of Rs 2, 00,000 (Rupees Two lakh) as the cost of the bidding documents/ process. The qualifying bid submitted by the bidder shall be evaluated on the basis of condition of eligibility as detailed in clause 2.2.1 and 2.2.2 The Price Bid of only those bidders who had satisfied the condition of eligibility as per clause 2.2.1 and 2.2.2 shall be opened and the subsequent evaluation for selection of the Bidder will be performed in accordance with section 3. The evaluation process provides weightages to the price quoted as well as the technical and financial capabilities of the Bidders to select the suitable bidder as per the evaluation methodology described in clause 3.2.1. The bidder who obtains the maximum points as per the above methodology shall be the highest bidder (the Selected Bidder) and the other qualified bidders shall be kept in reserve and may be invited in case the selected bidder is not able to conclude the selection process by entering into the JV agreement.. JSMDC may, in its discretion, invite fresh Bids from the remaining Bidders or annul the Bidding Process, as the case may be. During the bidding process, bidders are encouraged to submit their bid after visiting the Project Site and ascertaining for themselves the site conditions, location, communication, climate, availability of power, applicable laws and regulations, and any other matter considered relevant by them. As part of the Bidding Documents, JSMDC will provide Joint Venture Agreement (Salient Features & Principles) and a brief report/ Summary on Patratu Coal block prepared by JSMDC. JSMDC may issue other relevant document/information pertaining to the project which it may feel necessary. Any queries or request for additional information concerning this Bid document shall be submitted in writing or by fax and e-mail to the officer designated in Clause 2.14.3 below and as per the format provided Appendix IX. The envelopes/ communications shall clearly bear the following identification/ title: "Queries/ Request for Additional Information: Bid for selection of JV Partner for Patratu Coal Block
1.2 1.2.1
1.2.2 1.2.3
1.2.4
1.2.5
1.2.6
1.2.7
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JSMDC Ltd. 1.3 Schedule of Bidding Process JSMDC shall endeavour to adhere to the following schedule
Patratu Coal Block
Event Description
Estimated Date
1. Tender Notice in National and Vernacular dailies 2. Sale of Bid Document 3. Pre Bid Meeting 4. Bid Due Date 5. Opening of Qualifying Bids 6. Intimation to Qualified Bidders 7. Opening of Price Bids 8. Letter of Award (LoA) 9. Validity of Bid 10. Signing of JV Agreement
07.09.2011 07.09.2011 30.09.2011 10.10.2011 04.11.2011 04.11.2011 (3.30 PM) To be Provided To be Provided
Within 30 days of Opening of Price Bid 180 days from Bid Due date Within 45 days from Award of LoA
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JSMDC Ltd.
Patratu Coal Block
2. INSTRUCTIONS TO BIDDERS A. 2.1 2.1.1 GENERAL Scope of Bid JSMDC invites Bids from experienced and capable Bidders for forming a Joint Venture Company for exploration ( if required), development, mining and selling of coal from Patratu Coal block Eligibility of Bidders For determining the eligibility of Bidders for their qualification hereunder, the following shall apply: The Bidder for qualification may be a single entity (the Bidding Company) or group of entities (the Bidding Consortium), coming together to implement the Project. The term Bidder used herein would apply to both a single entity and a Consortium. No Bidder applying individually or as a member of a Consortium, as the case may be, can be member of another Bidder. The Bidding Company/firms that constitute the Consortium shall be incorporated under the Companies Act 1956. The entity/firm can be a private entity, government owned entity or any combination of them with a formal intent to enter into an Agreement or under an existing Agreement to form a Consortium. A Consortium shall be eligible for consideration subject to the conditions set out in Clause 2.2.8 below. A Bidder shall not have a conflict of interest (the Conflict of Interest) that affects the Bidding Process. Any Bidder found to have a Conflict of Interest shall be disqualified. A Bidder shall be deemed to have a Conflict of Interest affecting the Bidding Process, if: i. the Bidder, its Member or Associate (or any constituent thereof) and any other Bidder, its Member or any Associate thereof (or any constituent thereof) have common controlling shareholders or other ownership interest; provided that this disqualification shall not apply in cases where the direct or indirect shareholding of the Bidder, its Member or an Associate thereof (or any shareholder thereof having a shareholding of more than 5 per cent of the paid up and subscribed share capital of such Bidder, Member or Associate, as the case may be) in the other Bidder, its Member or Associate is less than 5 per cent of the subscribed and paid up equity share capital thereof; provided further that this disqualification shall not apply to any ownership by a bank, insurance company, pension fund or a public financial institution referred to in section 4A of the Companies Act, 1956. For the purposes of this Clause 2.2.1(c), indirect shareholding held through one or more intermediate persons shall be computed as follows: (aa) where any intermediary is controlled by a person through management control or otherwise, the entire shareholding held by such controlled intermediary in any other person (the Subject Person) shall be taken into account for computing the shareholding of such controlling person in the Subject Person; and (bb) subject always to subP a g e | 11
2.2 2.2.1 a.
b.
c.
JSMDC Ltd.
Patratu Coal Block clause (aa) above, where a person does not exercise control over an intermediary, which has shareholding in the Subject Person, the computation of indirect shareholding of such person in the Subject Person shall be undertaken on a proportionate basis; provided, however, that no such shareholding shall be reckoned under this sub clause (bb) if the shareholding of such person in the intermediary is less than 26% of the subscribed and paid up equity shareholding of such intermediary; or
ii. iii.
A constituent of such Bidder is also a constituent of another Bidder; or such Bidder, or any Associate thereof receives or has received any direct or indirect subsidy, grant, concessional loan or subordinated debt from any other Bidder, or any Associate thereof or has provided any such subsidy, grant, concessional loan or subordinated debt to any other Bidder, its Member or any Associate thereof; or such Bidder has the same legal representative for purposes of this Bid as any other Bidder; or such Bidder, or any Associate thereof has a relationship with another Bidder, or any Associate thereof, directly or through common third party/ parties, that puts either or both of them in a position to have access to each others information about, or to influence the Bid of either or each other; or Such Bidder, or any Associate thereof has participated as a consultant to JSMDC in the preparation of any documents, design or technical specifications of the Project.
iv. v.
vi.
d.
A Bidder shall be liable for disqualification if any legal, financial or technical adviser of JSMDC in relation to the Project is engaged by the Bidder, its Member or any Associate thereof, as the case may be, in any manner for matters related to or incidental to the Project. For the avoidance of doubt, this disqualification shall not apply where such adviser was engaged by the Bidder, its Member or Associate in the past but its assignment expired or was terminated 6 (six) months prior to the date of issue of this Bid document. Nor will this disqualification apply where such adviser is engaged after a period of 3 (three) years from the date of commercial operation of the Project. Explanation: In case a Bidder is a Consortium, then the term Bidder as used in this Clause 2.2.1, shall include each Member of such Consortium.
2.2.2 A.
To be eligible for qualification and opening of price bid, an Bidder shall fulfill the following conditions of eligibility: Technical Capacity: For demonstrating technical capacity and experience (the Technical Capacity), the Bidder shall meet the following criteria preceding the Bid Due Date 1. Minimum 3 (three) years of coal/mineral mining experience by Open Cast method of mining with average total production of mining should be at least 0.5 MTPA from the last 3 (three) years.
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JSMDC Ltd. Or
Patratu Coal Block
Minimum 3 (three) years of coal/mineral mining experience by Under- ground method of mining with average total production of mining should be at least 0.3 MTPA from the last 3 (three) years. 2. A Bidder shall have at least 3 (three) First Class Mines Manager. B. Financial Capacity: For demonstrating the financial strength, the Bidder shall fulfill the following financial criteria: 1. A Bidder shall have a minimum Net-worth of Rs. 75 Crore (Rupees seventy five Crore) on an average for the last 3 (three) years. 2. A Bidder shall have a minimum Net Cash Accrual of Rs. 35 Crore (Rupees thirty five Crore) on an average for the last 3 (three) years. 3. A Bidder shall have a minimum Annual Turnover of Rs. 90 Crore (Rupees ninety crore) on an average for the last 3(three) years Net Cash Accruals shall mean Profit after Tax + Depreciation Net Worth shall mean (Subscribed and Paid- up Equity + Reserves) less (Revaluation reserves + miscellaneous expenditure not written off + reserves not available for distribution to equity shareholders) Turnover shall mean gross sales or gross revenue, as defined by the Indian Accounting Standards published by the Institute of chartered Accountants of India (ICAI) 2.2.3 2.2.4 The Bidder shall enclose with its bid, to be submitted as per the format at Appendix-I, complete with its Annexes. The Bidder should submit a Power of Attorney as per the format at Appendix-II, authorising the signatory of the Bid to commit the Bidder. In the case of a Consortium, the Members should submit a Power of Attorney in favour of the Lead Member as per format at Appendix-III. In case of Consortium, the technical capacity could be met by any of the members on standalone basis. However, the Lead Member of the consortium shall fulfill the financial capacity as per clause 2.2.2 B In case the Bidder is a SPV already incorporated under the Companies Act, 1956, SPV clearly mention the names of the joint venture organizations involved in creating the SPV. The bidder shall also indicate the technical and financial member for this bidding process. The number of organizations in the SPV shall not be more than 2 (two). In case the Bidder is a single entity not meeting the financial capacity criteria on its own, it can quote on the basis of the strength of the Associate in proportion of its ownership in the Bidder supported by Board Resolution (as per format provided in Appendix VII) and Letter of undertaking (Appendix VIII). However, the technical capacity shall be met by the Bidder only.
2.2.5
2.2.6
2.2.7
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JSMDC Ltd. 2.2.8
Patratu Coal Block
In case the Bidder is a Consortium, it shall, comply with the following additional requirements: a. b. c. Number of members in a consortium shall not exceed 2 (two) Subject to the provisions of sub-clause (a) above, the Bid should contain the information required for each member of the Consortium; Members of the Consortium shall nominate one member as the lead member (the Lead Member). The lead Member will be the one who who shall have an equity share holding of at least 26% (twenty six per cent) in the JV Company with JSMDC throughout the period of JV Agreement, in case the consortium gets selected as the JV Partner. The nomination(s) shall be supported by a Power of Attorney, as per the format at Appendix-III, signed by all the other members of the Consortium; The minimum subscribed and paid-up equity share capital of other member of the consortium in the JV Company shall be at least 10% throughout the period of JV Agreement The Bid should include a brief description of the roles and responsibilities of individual members; An individual Bidder cannot at the same time be member of a Consortium submitting the Bid. Further, a member of a particular Bidding Consortium cannot be member of any other Bidding Consortium submitting the Bid Members of the Consortium shall enter into a binding Joint Bidding Agreement, substantially in the form specified at Appendix-IV (the Joint Bidding Agreement), for the purpose of submitting a Bid. The Joint Bidding Agreement, to be submitted along with the Bid, shall, inter alia: i. convey the intent to perform all the obligations of the JV Partner in terms of the JV Agreement, in case the Consortium is awarded to undertake the development of the project; clearly outline the proposed roles and responsibilities, if any, of each member; commit the minimum equity stake to be held by each member in the JV Company include a statement to the effect that all members of the Consortium shall be liable jointly and severally for all obligations of the JV Partner in relation to the Project until the validity of the JV Agreement
d.
e. f.
g.
ii. iii. iv.
h.
except as provided under this Bidding Documents, there shall not be any amendment to the Jt. Bidding Agreement without the prior written consent of JSMDC.
2.2.9
Any entity which has been barred by the Central/ State Government, or any entity controlled by it, from participating in any project, and the bar subsists as on the date of Bid, would not be eligible to submit the Bid, either individually or as member of a Consortium. P a g e | 14
JSMDC Ltd.
Patratu Coal Block
2.2.10 The Bidder including any Consortium Member or Associate should, in the last 3 (three) years, have neither failed to perform on any contract, as evidenced by imposition of a penalty by an arbitral or judicial authority or a judicial pronouncement or arbitration award against the Bidder, Consortium Member or Associate, as the case may be, nor has been expelled from any project or contract by any public entity nor have had any contract terminated any public entity for breach by such Bidder, Consortium Member or Associate . 2.2.11 The following conditions shall be adhered to while submitting the Bid: a. Bidders should attach clearly marked and referenced continuation sheets in the event that the space provided in the prescribed forms in the Annexes is insufficient. Alternatively, Bidders may format the prescribed forms making due provision for incorporation of the requested information; Information supplied by the Bidder (or other constituent Member if the Bidder is a Consortium) must apply to the Bidder, Member or Associate named in the Bid and not, unless specifically requested, to other associated companies or firms. in case the Bidder is a Consortium, each Member should substantially satisfy the qualification requirements to the extent specified herein.
b.
c. 2.3
Price Bid Parameter The Price Bid Parameter is the Quoted Fee per tonne of coal produced. The Bidder shall quote the Quoted Fee as per the format provided at Appendix VII. The bidders shall also note that whenever there is a change in coal price notified by CCL for Grade E coal, Quoted fee Per tonne will be revised by a percentage equivalent to revise in Grade E Price as and when CCL notified the revised price and accordingly the facilitation fee (as per clause 4.7.1 of the JV Agreement) that will be payable to JSMDC will be revised. For this purpose, the CCL notified price of Grade E coal as applicable 7 days prior to bid submission date shall be considered as the base price. However, in all cases the minimum amount of Quoted Fee Per tonne shall not be less than the Quoted fee Per tonne quoted by the bidder in their price bid. Change in composition of the Consortium Where the Bidder is a Consortium, change in the composition of a Consortium may be permitted by JSMDC during the Bid Stage, only where: a. b. c. the Bid for such change is made no later than 10 (ten) days prior to the Bid Due Date; the Lead Member continues to be the Lead Member of the Consortium; the new Member(s) expressly adopt(s) the Bid already made on behalf of the Consortium as if it were a party to it originally, and is not an Bidder/Member/Associate of any other Consortium bidding for this Project.
2.3.1 2.3.2 2.3.3
2.4 2.4.1
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JSMDC Ltd. 2.4.2 2.4.3 2.5 2.5.1
Patratu Coal Block
Approval for change in the composition of a Consortium shall be at the sole discretion of JSMDC and must be approved by JSMDC in writing. The modified/ reconstituted Consortium shall submit a revised Joint Bidding Agreement before the Bid Due Date. Number of bids and costs thereof No Bidder shall submit more than one Bid for the Project. The Bidder applying individually or as a member of a Consortium shall not be entitled to submit another bid either individually or as a member of any Consortium, as the case may be. The Bidders shall be responsible for all of the costs associated with the preparation of their Bids and their participation in the Bid Process. JSMDC will not be responsible or in any way liable for such costs, regardless of the conduct or outcome of the Bidding Process. Acknowledgement by Bidder It shall be deemed that by submitting the Bidder, the Bid has: a. b. c. made a complete and careful examination of the Bid document; received all relevant information requested from JSMDC; Made a site visit in order to ascertain by themselves the site conditions, location, surroundings, climate, availability of power, water and other utilities for construction, access to site, handling and storage of materials, weather data, applicable laws and regulations, and any other matter considered relevant by them accepted the risk of inadequacy, error or mistake in the information provided in the Bid document or furnished by or on behalf of JSMDC relating to any of the matters referred to in Clause 1.2.5 above; and agreed to be bound by the undertakings provided by it under and in terms hereof.
2.5.2
2.6 2.6.1
d.
e. 2.6.2
JSMDC shall not be liable for any omission, mistake or error in respect of any of the above or on account of any matter or thing arising out of or concerning or relating to the Bid document or the Bidding Process, including any error or mistake therein or in any information or data given by JSMDC. The Bidder shall also submit an affidavit acknowledging Clause 2.6.1 & 2.6.2. Right to accept or reject any or all Bids Notwithstanding anything contained in this Bid document, JSMDC reserves the right to accept or reject any Bid and to annul the Bidding Process and reject all Bids, at any time without any liability or any obligation for such acceptance, rejection or annulment, and without assigning any reasons therefore. In the event that JSMDC rejects or annuls all the Bids, it may, in its discretion, invite all eligible Bidders to submit fresh Bids hereunder. JSMDC reserves the right to reject any Bid if: P a g e | 16
2.6.3 2.7 2.7.1
2.7.2
JSMDC Ltd. a. b.
Patratu Coal Block at any time, a material misrepresentation is made or uncovered, or the Bidder does not provide, within the time specified by JSMDC, the supplemental information sought by JSMDC for evaluation of the Bid.
If the Bidder is a Consortium, then the entire Consortium may be disqualified/ rejected. If such disqualification/ rejection occur after the Bids have been opened and the Highest Bidder gets disqualified/ rejected, then JSMDC reserves the right to: i. ii. 2.7.3 invite the remaining Bidders to match the Highest Bidder/ submit their Bids in accordance with the Bid document; or take any such measure as may be deemed fit in the sole discretion of JSMDC, including annulment of the Bidding Process.
In case it is found during the evaluation or at any time before signing of the Joint Venture (JV) Agreement or after its execution and during the period of subsistence thereof, including the validity of the JV Agreement, that one or more of the qualification conditions have not been met by the Bidder, or the Bidder has made material misrepresentation or has given any materially incorrect or false information, the Bidder shall be disqualified forthwith if not yet appointed as the JV Partner either by issue of the LOA or entering into of the JV Agreement, and if the Bidder has already been issued the LOA or has entered into the JV Agreement, as the case may be, the same shall, notwithstanding anything to the contrary contained therein or in this Bid document, be liable to be terminated, by a communication in writing by JSMDC to the Bidder, without JSMDC being liable in any manner whatsoever to the Bidder and without prejudice to any other right or remedy which JSMDC may have under the Bid Document, the JV Agreement or under applicable law. JSMDC reserves the right to verify all statements, information and documents submitted by the Bidder in response to the Bid Document. Any such verification or lack of such verification by JSMDC shall not relieve the Bidder of its obligations or liabilities hereunder nor will it affect any rights of JSMDC there under. BID SECURITY Bid Security The Bidder shall furnish as part of the bid, a Bid Security of Rs 40, 00,000 (Rs forty lakhs) in the form of Demand draft issued by a nationalized bank, or a Scheduled Bank in India drawn in favour of JSMDC payable at Ranchi and having a validity period of not less than 180 days from the Bid Due Date, as may be extended by the Bidder from time to time. For the avoidance of doubt, Scheduled Bank shall mean a bank as defined under section 2(e) of the Reserve Bank of India Act, 1934. Any Bid not accompanied by the Bid Security shall be rejected by JSMDC as non responsive. The Demand Draft of Bidders who fails to qualify for opening of price bid will be returned by JSMDC, without any interest as promptly as possible. However, the Demand Draft of those bidders who qualify for the opening of Price bid but are unsuccessful will be returned, without any interest by JSMDC on acceptance of the P a g e | 17
2.7.4
B. 2.8 2.8.1
2.8.2 2.8.3
JSMDC Ltd.
Patratu Coal Block
Bid of the Selected Bidder or when the bidding process is cancelled by JSMDC. However, the bid security of the second and third ranked bidders shall be returned only after signing of the JV agreement by between the selected bidder and JSMDC. 2.8.4 The Selected Bidders Bid Security will be returned, without any interest, upon the Bidder signing the JV Agreement and furnishing the Performance Bank Guaranteein accordance with the provision thereof. JSMDC may at the Selected Bidders option, adjust the amount of Bid Security in the amount of Performance Bank Guaranteeto be provided by him in accordance with the provision of the Draft JV Agreement JSMDC shall be entitled to forfeit and appropriate the Bid Security as mutually agreed genuine pre-estimated compensation / damages to JSMDC in any of the events specified in Clause 2.8.6 herein below. The Bidder, by submitting its Bid pursuant to this Bid Document, shall be deemed to have acknowledged and confirmed that JSMDC will suffer loss and damage on account of withdrawal of its Bid or for any other default by the Bidder during the Bid validity period. No relaxation of any kind on Bid Security shall be given to any Bidder. The Bid Security shall be forfeited and appropriated by JSMDC without prejudice to any other right or remedy that may be available to JSMDC hereunder or otherwise, under the following conditions: a) If a Bidder submits a non-responsive Bid; b) If a Bidder engages in a corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice as specified in Clause 4 of this Bid document; c) If a Bidder withdraws its Bid during the period of Bid validity as specified in this Bid document and as extended by JSMDC from time to time; d) In the case of Selected Bidder, if it fails within the specified time limit i. to sign the JV Agreement and/or
2.8.5
2.8.6
ii. to furnish the Performance Bank Guarantee within the period prescribed therefore in the JV Agreement; or e) In case the Selected Bidder, having signed the JV Agreement, commits any breach thereof prior to furnishing the Performance Bank Guarantee. C. 2.9 DOCUMENTS Contents of the Bid Document This Bid Document comprises the disclaimer set forth hereinabove, the contents as listed below, and will additionally include any Addenuma issued in accordance with Clause 2.11 below. Volume -1 Request for proposal Section 1. Introduction Section 2. Instructions to Bidders Section 3. Criteria for Evaluation Section 4. Fraud & Corrupt Practices Volume 1 Request For Proposal P a g e | 18
JSMDC Ltd. Section 5. Pre Bid Conference Section 6. Miscellaneous Section 7. Post Selection Activities and Timelines Appendices I. II. III. IV. V. VI. VII. VIII. IX. X. 2.10 Letter comprising the Qualifying Bid Power of Attorney for signing of Bid Power of Attorney for Lead Member of Consortium Joint Bidding Agreement for Consortium Letter comprising the Price Bid Format for Price Bid Format for Board Resolutions Letter of Undertaking Format for Clarifications Allocation letter (MoC)
Patratu Coal Block
Volume - 2 Draft Joint Venture Agreement Volume - 3 Technical Summary Report on the Patratu Coal Block
Clarifications
2.10.1 Bidders requiring any clarification on the Bid Document may notify JSMDC in writing or by fax and e-mail in accordance with Clause 1.2.7. Request of the clarification should reach JSMDC office at least 7 (Seven) days before the Pre bid meeting, failing which the requests may not be entertained. JSMDC shall endeavour to respond to the queries during the Pre bid meeting as well as during the bid schedule, but no later than 10 (ten) days prior to the Bid Due Date. The responses will be sent by fax and/or e-mail. JSMDC will forward all the queries and its responses thereto, to all purchasers of the Bid Document without identifying the source of queries. 2.10.2 JSMDC shall endeavour to respond to the questions raised or clarifications sought by the Bidders. However, JSMDC reserves the right not to respond to any question or provide any clarification, in its sole discretion, and nothing in this Clause shall be taken or read as compelling or requiring JSMDC to respond to any question or to provide any clarification. 2.10.3 JSMDC may also on its own motion, if deemed necessary, issue interpretations and clarifications to all Bidders. All clarifications and interpretations issued by JSMDC shall be deemed to be part of the Bid document. Verbal clarifications and information given by JSMDC or its employees or representatives shall not in any way or manner be binding on JSMDC.
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JSMDC Ltd. 2.11 Amendment of Bid Document
Patratu Coal Block
2.11.1 At any time prior to the deadline for submission of Bid, JSMDC may, for any reason, whether at its own initiative or in response to clarifications requested by a Bidder, modify the Bid Document by the issuance of an Addendum. 2.11.2 Any Addendum thus issued will be sent in writing to all those who have purchased the Bid Document. 2.11.3 In order to afford the Bidders a reasonable time for taking an Addendum into account, or for any other reason, JSMDC may, in its sole discretion, extend the Bid Due Date. D. 2.12 PREPARATION AND SUBMISSION OF BID Language The Bid and all related correspondence and documents in relation to the Bidding Process shall be in English language. Supporting documents and printed literature furnished by the Bidder with the Bid may be in any other language provided that they are accompanied by translations of all the pertinent passages in the English language, duly authenticated and certified by the concerned Embassy/High Commission/Consulate of the country of origin of Bidder, in India. Supporting materials, which are not translated into English language, shall not be considered for evaluation. For the purpose of interpretation and evaluation of the application, translation certified by Embassy/ High Commission/Consulate shall prevail 2.13 Format and signing of Bid
2.13.1 The Bidder shall provide all the information sought under this Bid document. JSMDC will evaluate only those Bids that are received in the required formats and complete in all respects. Incomplete and /or conditional Bids shall be liable to rejection. 2.13.2 The Bidder shall prepare and submit 1 (one) original set of the Bid (together with originals/ copies of documents required to be submitted along therewith pursuant to this Bid document) and clearly marked ORIGINAL. In addition, the Bidder shall submit 2 (two) copies of the Bid, along with documents required to be submitted, marked COPY. The Bidder shall also provide 2 (two) soft copies on Compact Disc (CD). In the event of any discrepancy between the original and the copy, the original shall prevail. 2.13.3 The Bid and its copy shall be typed or written in indelible ink and signed by the authorised signatory of the Bidder who shall also initial each page in blue ink. In case of printed and published documents, only the cover shall be initialed. All the alterations, omissions, additions or any other amendments made to the Bid shall be initialed by the person(s) signing the Bid. The Bid shall contain page numbers and shall be bound together in hard cover. 2.13.4 Erasures or other changes in the Bid documents shall carry the initials of the person(s) signing the Bid. 2.13.5 The Bid Documents shall be deemed to be part of the bid and the Compliance with the conditions thereof by the Bidders is mandatory. Volume 1 Request For Proposal P a g e | 20
JSMDC Ltd. 2.14 Sealing and Marking of Bids
Patratu Coal Block
2.14.1 The Bidder shall seal the Original and the Copy of the Bid, together with their respective enclosures in separate envelopes duly marking the envelopes as ORIGINAL and COPY. The envelopes will then be sealed in an Outer Envelope which shall also be marked in accordance with clause 2.14.3 2.14.2 The Original bid will be received in two parts i.e. Part I (Qualifying Bid) and Part II (Price Bid) whereas Copy of the Bid shall have only copy of Part I (Qualifying Bid). I. For Part I of the offer: The Part I shall be sealed in an envelope and marked as Qualifying Bid and shall contain the following documents
1. Bid in the prescribed format (Appendix-I) along with Annexes and supporting documents; 2. Power of Attorney for signing the Bid as per the format at Appendix-II; 3. If applicable, the Power of Attorney for Lead Member of Consortium as per the format at Appendix-III; 4. Copy of the Joint Bidding Agreement, in case of a Consortium, substantially in the format at Appendix-IV; 5. Board Resolution as per the format at Appendix VII depending on applicability. 6. Letter of Undertaking at Appendix VIII in case the bidding company is quoting on the financial capacity of the Associate 7. Copy of Memorandum and Articles of Association, if the Bidder is a body corporate; 8. Copies of Bidders duly audited balance sheet and profit and loss account for the preceding three years (2007-08, 2008-09, 2009-10); and 9. Bid Security as per clause 2.8.1 10. Affidavit acknowledging Clause 2.6.1 & 2.6.2 II. For Part II of the offer: The Part II shall be sealed in an envelope and marked as Price Bid and shall contain the following documents 1. Letter as per the format at Appendix - V 2. Price Bid as per the format at Appendix - VI Each of the envelopes shall clearly bear the following identification: Bid for Selection of Joint Venture Partner for Patratu Coal Block and shall clearly indicate the name and address of the Bidder. In addition, the Bid Due Date should be indicated on the right hand corner of each of the envelopes. 2.14.3 Each of the envelopes shall be addressed to:
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JSMDC Ltd.
Patratu Coal Block ATTN. OF: Mr C Mishra DESIGNATION: General Manager (Mines) ADDRESS: Khanij Nigam Bhawan, Doranda, Ranchi 834002, Jharkhand FAX NO: + 91 - 651 -2491916 E-MAIL ADDRESS: : contact@jsmdc.in
2.14.4 If the envelopes are not sealed and marked as instructed above, JSMDC assumes no responsibility for the misplacement or premature opening of the contents of the Bid and consequent losses, if any, suffered by the Bidder. 2.14.5 Bids submitted by fax, telex, telegram or e-mail shall not be entertained and shall be rejected. 2.15 Bid Due Date
2.15.1 Bids should be submitted before 1500 hours IST on the Bid Due Date as mentioned under clause 1.3 (4), at the address provided in Clause 2.14.3 in the manner and form as detailed in this bid document. 2.15.2 JSMDC may, in its sole discretion, extend the Bid Due Date by issuing an Addendum in accordance with clause 2.11 uniformly for all bidders 2.16 Late Bid Bids received by JSMDC after the specified time on the Bid Due Date shall not be eligible for consideration and shall be summarily rejected 2.17 Modifications/substitution/withdrawal of Bids
2.17.1 The Bidder may modify, substitute or withdraw its Bid after submission, provided that written notice of the modification, substitution or withdrawal is received by JSMDC prior to the Bid Due Date. No Bid shall be modified, substituted or withdrawn by the Bidder on or after the Bid Due Date. 2.17.2 The modification, substitution or withdrawal notice shall be prepared, sealed, marked, and delivered in accordance with Clause 2.14, with the envelopes being additionally marked MODIFICATION, SUBSTITUTION or WITHDRAWAL, as appropriate. 2.17.3 Any alteration/ modification in the Bid or additional information supplied subsequent to the Bid Due Date, unless the same has been expressly sought for by JSMDC, shall be disregarded. 2.18 Effect and Validity of Bid
2.18.1 The submission of any Bid connected with the Bid Documents and specifications shall not constitute an agreement and the Bidder shall have no cause of action or claim, against JSMDC for rejection of his Bid. The JSMDC shall always be at liberty to reject or accept any Bid or Bids or to annul the bidding process and reject all Bids at anytime at its sole discretion and any such action will not be called into question and the Bidder shall have no claim in that regard against the JSMDC and the JSMDC shall have no obligation whatsoever to inform the affected Bidder or Bidders about the ground(s) or reason(s) for such action. 2.18.2 The Bid should be kept valid for acceptance for a period of one hundred eighty (180) Volume 1 Request For Proposal P a g e | 22
JSMDC Ltd.
Patratu Coal Block
calender days from the last date of submission of the Bids (Bid Validity Period). Bids valid for a shorter period run the risk of rejection. E. 2.19 EVALUATION PROCESS Opening and Evaluation of Qualifying Bids
2.19.1 JSMDC shall open the Qualifying Bids at 1530 hours IST on the Bid Due Date, at the place specified in Clause 2.14.3 and in the presence of the Bidders who choose to attend. 2.19.2 Bids for which a notice of withdrawal has been submitted in accordance with Clause 2.17 shall not be opened. 2.19.3 JSMDC will subsequently examine and evaluate Qualifying Bids in accordance with the provisions set out in Clause 2.2. 2.19.4 Bidders are advised that qualification of Bidders will be entirely at the discretion of JSMDC. Bidders will be deemed to have understood and agreed that no explanation or justification on any aspect of the Bidding Process or selection will be given. 2.19.5 Any information contained in the Bid shall not in any way be construed as binding on JSMDC, its agents, successors or assigns, but shall be binding against the Bid if the Project is subsequently awarded to it on the basis of such information. 2.19.6 JSMDC reserves the right not to proceed with the Bidding Process at any time without notice or liability and to reject any or all Bid(s) without assigning any reasons. 2.19.7 If any information furnished by the Bidder is found to be incomplete, or contained in formats other than those specified herein, JSMDC may, in its sole discretion, exclude the relevant information from computation of the Point of the Bidder. 2.19.8 Where any information is found to be patently false or amounting to a material misrepresentation, JSMDC reserves the right to reject the Bid and/ or Bid in accordance with the provisions of Clauses 2.6.2 and 2.6.3. 2.20 Confidentiality Information relating to the examination, clarification, evaluation, and selection of the Bidder shall not be disclosed to any person who is not officially concerned with the process or is not a retained professional advisor advising JSMDC in relation to or matters arising out of, or concerning the Bidding Process. JSMDC will treat all information, submitted as part of Bid, in confidence and will require all those who have access to such material to treat the same in confidence. JSMDC may not divulge any such information unless it is directed to do so by any statutory entity that has the power under law to require its disclosure or is to enforce or assert any right or privilege of the statutory entity and/ or JSMDC or as may be required by law or in connection with any legal process. 2.21 Tests of responsiveness
2.21.1 Prior to evaluation of Bids, JSMDC shall determine whether each Bid is responsive to the requirements of the Bid document. An Bid shall be considered responsive only if: a. it is received as per format at Appendix-I. P a g e | 23
JSMDC Ltd. b. c. d. e. it is accompanied by the Bid Security as per clause 2.8
Patratu Coal Block
it is received by the Bid Due Date including any extension thereof pursuant to Clause 2.15.2; it is signed, sealed, bound together in hard cover, and marked as stipulated in Clauses 2.12 and 2.14; it is accompanied by the Power of Attorney as specified in Clause 2.2.4, and in the case of a Consortium, the Power of Attorney as specified in Clause 2.2.5 (c); it contains all the information and documents (complete in all respects) as requested in this Bid document; it contains information in formats same as those specified in this Bid document; it is accompanied by the Jt. Bidding Agreement (for Consortium), specific to the Project, as stipulated in Clause 2.2.8(g); it does not contain any condition or qualification; and it is not non-responsive in terms hereof.
f. g. h. i. j.
2.21.2 JSMDC reserves the right to reject any Bid which is non-responsive and no request for alteration, modification, substitution or withdrawal shall be entertained by JSMDC in respect of such Bid. 2.22 Clarifications
2.22.1 To facilitate evaluation of Bids, JSMDC may, at its sole discretion, seek clarifications from any Bidder regarding its Bid. Such clarification(s) shall be provided within the time specified by JSMDC for this purpose. Any request for clarification(s) and all clarification(s) in response thereto shall be in writing. 2.22.2 If the Bidder does not provide clarifications sought under Clause 2.21.1 above within the prescribed time, its Bid shall be liable to be rejected. In case the Bid is not rejected, JSMDC may proceed to evaluate the Bid by construing the particulars requiring clarification to the best of its understanding, and the Bidder shall be barred from subsequently questioning such interpretation of JSMDC F. 2.23 QUALIFICATION Qualification and notification After the evaluation of Qualifying Bids, JSMDC would announce a list of qualified Bidders (Bidders) who will be eligible for opening of Price Bid. JSMDC shall notify the qualified Bidders indicating the date and time set for opening of Price Bid. JSMDC shall subsequently examine the Price Bid and evaluate the qualified bidders in accordance with section 3 of this bid document. At the same time, JSMDC would notify the other Bidders that have not been qualified and return their price bids in unopened. JSMDC will not entertain any query or clarification from Bidders who fail to qualify.
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JSMDC Ltd.
Patratu Coal Block
2.24
Proprietary data All documents and other information supplied by JSMDC or submitted by a Bidder to JSMDC shall remain or become the property of JSMDC. Bidders are to treat all information as strictly confidential and shall not use it for any purpose other than for preparation and submission of their Bid. JSMDC will not return any Bid or any information provided along therewith.
2.25 Correspondence with the Bidder Save and except as provided in this Bid document, JSMDC shall not entertain any correspondence with any Bidder in relation to the acceptance or rejection of any Bid.
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JSMDC Ltd. 3. CRITERIA FOR EVALUATION 3.1 3.1.1 Evaluation parameters
Patratu Coal Block
Only those Bidders who meet the eligibility criteria specified in Clauses 2.2.2 and 2.2.3 above shall qualify for evaluation under this Section 3. Bids of firms/ consortia who do not meet these criteria shall be rejected. Evaluation Methodology Several parameters have been considered for evaluation. The parameters and the points assigned to them are as follows Parameters Points
3.2 3.2.1
a. Price bid ( Quoted fee) b. Net Worth
80 04 04 04
c. Cash Accrual d. Average Total Production
e. MoU/Investment in the State of Jharkhand 08 a. Price Bid ( quoted fee) The Bidder quoting the maximum quoted fee will get 80 points and others will get point equivalent of their quoted fee in proportion to the maximum quoted fee. b. Net Worth The bidders will get points as per the following table Sl.No 1 2 3 Net Worth (Crores) > 250 151 -250 75 -150 Points 4 3 1
c. Net Cash Accrual The points will be assigned as per the following table Sl.No 1 2 3 Net Cash Accrual (Crores) >100 71-100 35- 70 Points 4 3 1
d. Average Total Production Bidders will get points as per the following level of production Sl.No Avg. Total Production (Million Tonnes/Annum) Points
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JSMDC Ltd. Opencast 1 2 3 >2 1-2 0.5-1 Underground >1 0.5- 1 0.3 -0.5
Patratu Coal Block
4 3 1
e. MoU / Investment in the State of Jharkhand - Bidders will get points in the manner as described below: Investment (in Rs crs) Iron & Steel Sector only Operational End Use Plant Under Construction End Use Plant Proposed End Use Plant (for which MOU has already been signed with GoJ) TOTAL POINTS Example: 1. In case a Bidder is having an end use plant which is operational having an investment in excess of Rs 4000 crores and is not having any under construction or proposed plant, then in that case the Bidder will get a maximum of 5 points. 2. In case a Bidder is having an end use plant which is operational having an investment in excess of Rs 4000 crores and is also having an under construction and proposed plant (for which they have already entered into an MoU with GoJ) of investment in excess of Rs 4000 crores each, then in that case the bidder will be eligible to get 8 points.. 700 to2000 2000+ to 4000 >4000 crores
2.5 1.25 0.25 4
4 1.5 0.5 6
5 2 1 8
Note to the bidders: 1. The data furnished by bidder pertaining to Financial capacity and for Avg. Total Production in decimal will be considered only after rounding them off to nearest integer 2. The points scored by each of the qualified bidders will be calculated 3. The Bidder scoring the maximum point will be the Highest Bidder and will be called for signing of JV Agreement. 4. The Highest Bidder will be the Selected Bidder 5. In the event of two or more bidders get the same points after evaluation, JSMDC shall select the bidder who has obtained the higher quoted fee. In the event of tie up of quoted fee also, JSMDC shall identify the selected bidder by draw of lots, which shall be conducted, with prior notice, in the presence of the Tie Bidders Volume 1 Request For Proposal P a g e | 27
JSMDC Ltd. who choose to attend
Patratu Coal Block
6. In the event that the highest Bidder withdraws or is not selected for any reason in the first instance (the first round of bidding), JSMDC may invite all the remaining qualified Bidders to revalidate or extend their respective Bid Security, as necessary, and match the point of the aforesaid highest Bidder (the second round of bidding). If in the second round of bidding, only one Bidder matches the highest Bidder, it shall be the Selected Bidder. If two or more Bidders match the said highest Bidder in the second round of bidding, then the Bidder whose point was higher as compared to other Bidder(s) in the first round of bidding shall be the Selected Bidder..
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JSMDC Ltd. 4. FRAUD AND CORRUPT PRACTICES 4.1
Patratu Coal Block
The Bidders and their respective officers, employees, agents and advisers shall observe the highest standard of ethics during the Bidding Process. Notwithstanding anything to the contrary contained herein, JSMDC may reject a Bid without being liable in any manner whatsoever to the Bidder if it determines that the Bidder has, directly or indirectly or through an agent, engaged in corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice in the Bidding Process. Without prejudice to the rights of JSMDC under Clause 4.1 hereinabove, if a Bidder is found by JSMDC to have directly or indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice during the Bidding Process, such Bidder shall not be eligible to participate in any bid or bidding document issued by JSMDC during a period of 2 (two) years from the date such Bidder is found by JSMDC to have directly or indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice, as the case may be. For the purposes of this Clause 4, the following terms shall have the meaning hereinafter respectively assigned to them: a. corrupt practice means (i) the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence the actions of any person connected with the Bidding Process (for avoidance of doubt, offering of employment to, or employing, or engaging in any manner whatsoever, directly or indirectly, any official of JSMDC who is or has been associated in any manner, directly or indirectly, with the Bidding Process or the LOA or has dealt with matters concerning the Joint Venture Agreement or arising there from, before or after the execution thereof, at any time prior to the expiry of one year from the date such official resigns or retires from or otherwise ceases to be in the service of JSMDC, shall be deemed to constitute influencing the actions of a person connected with the Bidding Process); or (ii) save and except as permitted under sub clause (d) of Clause 2.2.1, engaging in any manner whatsoever, whether during the Bidding Process or after the issue of the LOA or after the execution of the Joint Venture Agreement, as the case may be, any person in respect of any matter relating to the Project or the LOA or the Joint Venture Agreement, who at any time has been or is a legal, financial or technical adviser of JSMDC in relation to any matter concerning the Project; fraudulent practice means a misrepresentation or omission of facts or suppression of facts or disclosure of incomplete facts, in order to influence the Bidding Process; coercive practice means impairing or harming or threatening to impair or harm, directly or indirectly, any person or property to influence any persons participation or action in the Bidding Process; P a g e | 29
4.2
4.3
b.
c.
JSMDC Ltd. d.
Patratu Coal Block undesirable practice means (i) establishing contact with any person connected with or employed or engaged by JSMDC with the objective of canvassing, lobbying or in any manner influencing or attempting to influence the Bidding Process; or (ii) having a Conflict of Interest; and restrictive practice means forming a cartel or arriving at any understanding or arrangement among Bidders with the objective of restricting or manipulating a full and fair competition in the Bidding Process.
e.
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JSMDC Ltd. 5. PRE-BID CONFERENCE 5.1
Patratu Coal Block
A Pre-Bid conference of the interested parties shall be convened at the designated date, time and place. Only those persons who have purchased the Bid document shall be allowed to participate in the Pre-Bid conference. A maximum of three representatives of each Bidder shall be allowed to participate on production of authority letter from the Bidder. During the course of Pre-Bid conference, the Bidders will be free to seek clarifications and make suggestions for consideration of JSMDC. JSMDC shall endeavour to provide clarifications and such further information as it may, in its sole discretion, consider appropriate for facilitating a fair, transparent and competitive Bidding Process.
5.2
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JSMDC Ltd. 6. MISCELLANEOUS 6.1
Patratu Coal Block
The Bidding Process shall be governed by, and construed in accordance with, the laws of India and the Courts at Ranchi shall have exclusive jurisdiction over all disputes arising under, pursuant to and/ or in connection with the Bidding Process. JSMDC, in its sole discretion and without incurring any obligation or liability, reserves the right, at any time, to; a. suspend and/ or cancel the Bidding Process and/ or amend and/ or supplement the Bidding Process or modify the dates or other terms and conditions relating thereto; consult with any Bidder in order to receive clarification or further information; Qualify or not to qualify any Bidder and/ or to consult with any Bidder in order to receive clarification or further information; retain any information and/ or evidence submitted to JSMDC by, on behalf of, and/ or in relation to any Bidder; and/ or independently verify, disqualify, reject and/ or accept any and all submissions or other information and/ or evidence submitted by or on behalf of any Bidder.
6.2
b. c. d. e. 6.3
It shall be deemed that by submitting the Bid, the Bidder agrees and releases JSMDC, its employees, agents and advisers, irrevocably, unconditionally, fully and finally from any and all liability for claims, losses, damages, costs, expenses or liabilities in any way related to or arising from the exercise of any rights and/ or performance of any obligations hereunder and the Bidding Documents, pursuant hereto, and/ or in connection with the Bidding Process, to the fullest extent permitted by applicable law, and waives any and all rights and/ or claims it may have in this respect, whether actual or contingent, whether present or in future.
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JSMDC Ltd. 7. POST SELECTION ACTIVITIES & TIMELINES
Patratu Coal Block
7.1
The selected bidder would be issued a Letter of Award by JSMDC. Within fifteen (15) days from the date of issue of the LoA, the Successful Bidder shall accept the LoA and return the same to JSMDC. Along with the acceptance of LoA, the successful bidder has to pay a Fee equivalent to 0.65% of the maximum estimated project cost, as per Clause 1.1.3, to JINFRA the project developers towards other cost and expenses towards this Bidding Process.
7.1 (A) The successful Bidder shall also provide along with the acceptance of LoA, the Project Development Expenses as incurred by JSMDC towards the development of Project which includes but not limited to Professional Fees paid to consultants, cost of advertisement, cost incurred by JSMDC for obtaining various reports, approvals etc pertaining to Project. 7.2 Within 30days from the date of LoA, the successful bidder shall submit a Performance bank Guarantee for an amount of Rs.5,00,00,000 (Rupees five Crores) in favour of JSMDC. Within 45 days from the date of LoA, the successful bidder shall enter into the Joint Venture Agreement with JSMDC in line with the Draft JV Agreement entered at Vol -2 of the Bid Document The structure of the JV Company for implementation of the Project will be 51% equity from JSMDC and 49% equity from the selected bidder. The 51% equity allotted to JSMDC shall be cashless. The aggregate equity shareholding of the bidder (either single entity or consortium) shall always be 49% (forty Nine percent) throughout the validity period of the JV agreement. In case, the successful bidder is not able to meet any of the above timelines for deliverables without a proper approval from JSMDC, JSMDC reserves the right to invite any other suitable bidder for discussions/negotiations or may also decide to annul the bidding process or may invite fresh bids for the Project. Only acceptance of LoA without the Fee to JINFRA shall not be considered as acceptance of LoA and in such a case the entire Bid security submitted by the Successful Bidder shall be forfeited. However, JSMDC on receiving request from the Successful Bidder may at its absolute discretion, permit extension of the aforesaid period of 30 days for execution of the JV Agreement. After the formation of the JV Company, the JV Partner who would be responsible for managing the day-today operations of the company, shall make sincere efforts to meet the various timelines/ targets specified by the Ministry of Coal for the development of the Coal Block / mine. During the operational period, the JV Company shall pay the facilitation fee to JSMDC on the basis of per ton of coal mined, as per the details specified under clause 4.7 of the Draft JV Agreement P a g e | 33
7.3
7.4
7.5
7.6
7.7
JSMDC Ltd. APPENDIX I Letter Comprising the Qualifying Bid (Refer Clause 2.14.2)
Patratu Coal Block
Dated: To
The Managing Director Jharkhand State Mineral Development Corporation Khanij Nigam Bhawan, Doranda Ranchi 834002 Jharkhand, India
Sub: Bid for exploration (if required), development, mining and selling of coal from Patratu Coal Block
Dear Sir, 1. With reference to your Bid document dated ..I/we, having examined the Bid document and understood its contents, hereby submit my/our Bid for the aforesaid project. The Bid is unconditional and unqualified. 2. I/ We acknowledge that JSMDC will be relying on the information provided in the Bid and the documents accompanying such Bid for qualification of the Bidders for the aforesaid project, and we certify that all information provided in the Bid and in Annexes I to VI is true and correct; nothing has been omitted which renders such information misleading; and all documents accompanying such Bid are true copies of their respective originals. 3. This statement is made for the express purpose of qualifying as a Bidder for the exploration, development, mining and selling of coal from Patratu Coal Block 4. I/ We shall make available to JSMDC any additional information it may find necessary or require to supplement or authenticate the Qualification statement. 5. I/ We acknowledge the right of JSMDC to reject our Bid without assigning any reason or otherwise and hereby waive, to the fullest extent permitted by applicable law, our right to challenge the same on any account whatsoever. 6. I/ We certify that in the last three years, we/ any of the Consortium Members or our/ their Associates have neither failed to perform on any contract, as evidenced by imposition of a penalty by an arbitral or judicial authority or a judicial pronouncement or arbitration award, nor been expelled from any project or contract by any public authority nor have had any contract terminated by any public authority for breach on our part. 7. I/ We declare that: Volume 1 Request For Proposal P a g e | 34
JSMDC Ltd.
Patratu Coal Block
(a) I/ We have examined and have no reservations to the Bid document, including any Addendum issued by JSMDC; (b) I/ We do not have any conflict of interest in accordance with Clauses 2.2.1(c) and 2.2.1(d) of the Bid document; (c) I/We have not directly or indirectly or through an agent engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice, as defined in Clause 4.3 of the Bid document, in respect of any bid or request for proposal issued by or any agreement entered into with JSMDC or any other public sector enterprise or any government, Central or State; and (d) I/ We hereby certify that we have taken steps to ensure that in conformity with the provisions of Section 4 of the Bid document, no person acting for us or on our behalf has engaged or will engage in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice. 8. I/ We understand that you may cancel the Bidding Process at any time and that you are neither bound to accept any Bid that you may receive nor to invite the Bidders to Bid for the Project, without incurring any liability to the Bidders, in accordance with Clause 2.19.6 of the Bid document. 9. I/ We believe that we/ our Consortium satisfy(s) the Net Worth criteria, Net Cash Accrual and Annual Turnover meet(s) all the requirements as specified in the Bid document and are/ is qualified to submit a Bid. 10. I/ We declare that we/ any Member of the Consortium, or our/ its Associates are not a Member of a/ any other Consortium applying for qualification. 11. I/ We certify that in regard to matters other than security and integrity of the country, we/ any Member of the Consortium or any of our/ their Associates have not been convicted by a Court of Law or indicted or adverse orders passed by a regulatory authority which could cast a doubt on our ability to undertake the Project or which relates to a grave offence that outrages the moral sense of the community. 12. I/ We further certify that in regard to matters relating to security and integrity of the country, we/ any Member of the Consortium or any of our/ their Associates have not been charge-sheeted by any agency of the Government or convicted by a Court of Law. 13. I/ We further certify that no investigation by a regulatory authority is pending either against us/ any Member of the Consortium or against our/ their Associates or against our CEO or any of our directors/ managers/ employees. 14. I/ We undertake that in case due to any change in facts or circumstances during the Bidding Process, we are attracted by the provisions of disqualification in terms of the provisions of this bid document, we shall intimate JSMDC of the same immediately. 15. The Statement of Legal Capacity as per format provided at Annex-V in Appendix-I of the Bid document, and duly signed, is enclosed. The power of attorney for signing of Bid and the power of attorney for Lead Member of consortium, as per format provided at Appendix II and III respectively of the Bid document, are also enclosed. 16. I/ We understand that the selected Bidder shall be an existing Company incorporated Volume 1 Request For Proposal P a g e | 35
JSMDC Ltd. under the Indian Companies Act, 1956,
Patratu Coal Block
17. I/ We hereby irrevocably waive any right or remedy which we may have at any stage at law or howsoever otherwise arising to challenge or question any decision taken by JSMDC in connection with the selection of Bidders, selection of the Bidder, or in connection with the selection/ Bidding Process itself, in respect of the above mentioned Project and the terms and implementation thereof. 18. I/ We agree and undertake to abide by all the terms and conditions of the Bid document. 19. {We agree and undertake to be jointly and severally liable for all the obligations of the JV Partner under the JV Agreement } In witness thereof, I/ we submit this Bid under and in accordance with the terms of theBid document. Yours faithfully,
Date:
(Signature, name and designation of the Authorised Signatory)
Place:
Name and seal of the Applicant/ Lead Member
Note: Paragraphs in square parenthesis may be omitted, if not applicable, or modified as necessary.
P a g e | 36
JSMDC Ltd.
Patratu Coal Block
Appendix I Annex I
ANNEX -I Details of Bidder
Name: Country of incorporation: Address of the corporate headquarters and its branch office(s), if any, in India: Date of incorporation and/ or commencement of business:
2 3
Brief description of the Company including details of its main lines of business and proposed role and responsibilities in this Project: Details of individual(s) who will serve as the point of contact/ communication for JSMDC: a) b) c) d) e) f) g) Name: Designation: Company: Address: Telephone Number: E-Mail Address: Fax Number:
Particulars of the Authorised Signatory of the Bidder: a) b) c) d) e) Name: Designation: Address: Phone Number: Fax Number:
In case of a Consortium: h) i) j) The information above (1-2) should be provided for all the Members of the Consortium. Information ( 3-4) should be provided of the Lead Member only A copy of the Jt. Bidding Agreement, as envisaged in Clause 2.2.8(g) should be attached to the Bid. Information regarding equity of each Member should be provided as per table P a g e | 37
JSMDC Ltd. below: Sl. No. 1. 2. 3. 4. Name of Member
Patratu Coal Block
Percentage of equity in the Consortium{Refer Clauses 2.2.6(a), (c), (d) & (g)}
In case of SPV(Clause 2.2.6 of bid document) a) The information above (1-2) should be provided for all the Members of the SPV.
The following information shall also be provided for each Member of the Consortium/ SPV
Name of Bidder/ member of Consortium/SPV: No. 1. Criteria Has the Applicant/ constituent of the Consortium been barred by the Central/ State Government, or any entity controlled by it, from participating in any project If the answer to 1 is yes, does the bar subsist as on the date of Bid? Has the Applicant/ constituent of the Consortium paid liquidated damages of more than 5% of the contract value in any contract including mining contract due to delay or has been penalised due to any other reason in relation to execution of a contract, in the last three years? Yes No
2. 3.
A statement by the Applicant and each of the Members of its Consortium (where applicable) or any of their Associates disclosing material nonperformance or contractual non-compliance in past projects, contractual disputes and litigation/ arbitration in the recent past is given below (Attach extra sheets, if necessary)
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JSMDC Ltd.
Patratu Coal Block
Appendix I Annex-II ANNEX-II Technical Capacity of the Bidder (Refer to Clauses 2.2.2(A), 3.2.1(1)(d) of the Bid Document)
(Please strike out whichever is not applicable)
I/We (the legal name of the Bidder) confirm I/we have
I/We. (the legal name of the technical member in the SPV) confirm that I/We
I/We (the technical member in the consortium) confirm that I/We have the following technical capacity (clause 2.2.2 A)
1.
Average Total Production
Financial Year
Annual Coal Production (Million Tonne Per Annum) Underground Opencast
1st April 2009 31St March 2010 1st April 2008 31St March 2009 1st April 2007 31St March 2008
Average Production
Total
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JSMDC Ltd. Instructions:
Patratu Coal Block
1. In case the Bidder/member of consortium/technical member of the SPV claiming the above average total production is mine owner then the certified copy of the annual production report submitted to the appropriate authority (coal controller or IBM) shall be submitted as documentary evidence in support. 2. In case where annual total production is reported per calendar year rather than financial year, the bidder shall calculate and submit the annual production per financial year in addition to the above mentioned documentary evidence 3. In case the Bidder/member of consortium/technical member of the SPV claiming the above average total production is a contractor then the Bidder should submit a certificate of annual coal production from the mine owner as documentary evidence in support. The Bidder shall also submit the Annual production report submitted by the owner to the appropriate authority (coal controller) from the mine where Bidder/member of consortium/technical member of the SPV is a contractor.
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JSMDC Ltd.
Patratu Coal Block
ANNEX-III Financial Capacity of the Applicant (Refer to Clauses 2.2.2(B), 2.2.5,2.2.6,2.2.7 of the bid document)
Appendix I Annex-III
(Financial Year ) (In Rs Crores)
(Strike out whichever is not applicable)
Net Worth Fin Year A. Single Entity Single Entity B. Consortium (i) Lead Member (in case of consortium) (ii) Other consortium member C. SPV(as per clause 2.2.6) (i) Financial Member (ii)Technical Member D. Bidder (as per clause 2.2.7) Bidder Associate 07-08 08-09 09-10
Net cash Accrual 07-08 08-09 09-10
Annual Turnover 07-08 08-09 09-10
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JSMDC Ltd.
Patratu Coal Block
Instruction 1. Certificate(s) from its statutory auditors specifying the net worth, cash accrual and annual turnover of the Bidder, for the last 3 (three) years , and also specifying that the methodology adopted for calculating such net worth, cash accrual and annual turnover conforms to the provisions of the Clause 2.2.2 B.
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JSMDC Ltd.
Patratu Coal Block
Appendix I Annex -IV
ANNEX IV List of 1st Class Mines Manager (Refer to clauses 2.2.2A (2) of the bid document)
1. The Bidder shall submit details of 1st Class Mines Manager in the following format
Sl.No
Name
Present Designation
Date of Joining Education
Instructions: 1. Bidder should submit signed copy of Curriculum Vitae (CV) of 1st Class Mines Manager along with photographs. 2. The Bidder should also submit 1st Class Mines Manager Competency Certificate of persons mentioned above in the table
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JSMDC Ltd.
Patratu Coal Block
Appendix I Annex -V ANNEX-V Statement of Legal Capacity (To be forwarded on the letterhead of the Bidder/ Lead Member of Consortium) Ref. Date: To, The Managing Director Jharkhand State Mineral Development Corporation Khanij Nigam Bhawan, Doranda Ranchi 834002 Jharkhand, India
Dear Sir, We hereby confirm that we/ our members in the Consortium (constitution of which has been described in the Bid) satisfy the terms and conditions laid out in the Bid document. We have agreed that (insert members name) will act as the Lead Member of our consortium.* We have agreed that .. (insert individuals name) will act as our representative/ will act as the representative of the consortium on its behalf* and has been duly authorized to submit the Bid document. Further, the authorised signatory is vested with requisite powers to furnish such letter and authenticate the same. Thanking you, Yours faithfully,
(Signature, name and designation of the authorised signatory)
For and on behalf of..
*Please strike out whichever is not applicable
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JSMDC Ltd.
Patratu Coal Block Appendix I Annex -VI ANNEX VI MoU/Investment in the State of Jharkhand (Refer to clause 3.2.1 (1) (g) of the bid document)
Sl. No 1 2 3 4 5 5 6
Particulars Exact legal name of the Company to be considered for evaluation Status of the Company Status of End Use Plant ( Existing/ Under Construction/ Proposed) Capacity of End Use Plant Investment (Rs in crore) Requirement of coal Location of Plant in Jharkhand
Details
Notes: 1. End Use Plants that will be considered for evaluation will be a. Iron & Steel
2. Bidder claiming points as per clause 3.2.1 (e) should produce a certificate from the appropriate authority (Govt Agency) regarding the status of their End Use Plant. Only those bidders who have submitted the relevant document/ certificate will be considered for evaluation as per clause 3.2.1 (e) 3. The Bidder should also submit relevant document/certificate pertaining to Investment required for End Use Plant
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JSMDC Ltd. APPENDIX II Power of Attorney for signing of Bid (Refer Clause 2.2.4)
Patratu Coal Block
Know all men by these presents, We.. (name of the firm and address of the registered office) do hereby irrevocably constitute, nominate, appoint and authorise Mr/ Ms (name), son/daughter/wife of and presently residing at ., who is presently employed with us/ the Lead Member of our Consortium and holding the position of .in our firm, do hereby irrevocably designate, nominate, constitute, appoint and authorize as our true and lawful attorney (hereinafter referred to as the Attorney) to do in our name and on our behalf, all such acts, deeds and things as are necessary or required in connection with or incidental to submission of our Bid for qualification and submission of our bid for the exploration (if required), development, mining and selling of coal from Patratu Coal block proposed or being developed by JSMDC in terms of Bid Document No.. dated., including but not limited to signing and submission of all Bids, bids and other documents and writings, participate in Pre-Bids and other conferences and providing information/ responses to JSMDC, representing us in all matters before JSMDC, signing and execution of all Agreement including the Joint Venture Agreement and undertakings consequent to acceptance of our bid, and generally dealing with JSMDC in all matters in connection with or relating to or arising out of our bid for the said Project and/ or upon award thereof to us and/or till the entering into of the JV Agreement with JSMDC. AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us. IN WITNESS WHEREOF WE, ., THE ABOVE NAMED PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS DAY OF . 2.. For ..
(Signature, name, designation and address) Witnesses: 1 2 Accepted (Signature) (Name, Title and Address of the Attorney)
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JSMDC Ltd. Notes:
Patratu Coal Block
The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure. Wherever required, the Bidder should submit for verification the extract of the charter documents and documents such as a board or shareholders resolution/ power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder.
P a g e | 47
JSMDC Ltd. APPENDIX III
Patratu Coal Block
Power of Attorney for Lead Member of Consortium (Refer Clause 2.2.4) Whereas the Jharkhand State Mineral Development Corporation (JSMDC) has invited Bids from interested parties for the Exploration, development, mining and selling of coal from Patratu Coal Block (the Project). Whereas, .., and .. (collectively the Consortium) being Members of the Consortium are interested in bidding for the Project in accordance with the terms and conditions of the Bid document and other connected documents in respect of the Project, and Whereas the members to record their understanding to participate in the bidding with JSMDC in terms of Bid Document No.. dated., have entered into the Consortium Agreement dated ,, and Whereas, it is necessary for the Members of the Consortium to designate one of them as the Lead Member with all necessary power and authority to do for and on behalf of the Consortium, all acts, deeds and things as may be necessary in connection with the Consortiums bid for the Project and its execution. NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS We, M/s.. having our registered office at .., (hereinafter collectively referred to as the Principals) do hereby irrevocably designate, nominate, constitute, appoint and authorise M/S .. having its registered office at .., being one of the Members of the Consortium, as the Lead Member and true and lawful attorney of the Consortium (hereinafter referred to as the Attorney). We hereby irrevocably authorise the Attorney (with power to sub-delegate) to conduct all business for and on behalf of the Consortium and any one of us during the bidding process and, in the event the Consortium is selected as JV Partner, during the execution of the Project and in this regard, to do on our behalf and on behalf of the Consortium, all or any of such acts, deeds or things as are necessary or required or incidental to the qualification of the Consortium and submission of its bid for the Project, including but not limited to signing and submission of all Bids, bids and other documents and writings, participate in pre -bid and other conferences, respond to queries, submit information/ documents, sign and execute contracts and undertakings consequent to acceptance of the bid of the Consortium and generally to represent the Consortium in all its dealings with JSMDC, and/ or any other Government Agency or any person, in all matters in connection with or relating to or arising out of the Consortiums bid for the Project and/ or upon award thereof till the JV Agreement is entered into with JSMDC. AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us/ Consortium.
P a g e | 48
JSMDC Ltd.
Patratu Coal Block
IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS . DAY OF . 2..
For .. (Signature) .. (Name & Title) For .. (Signature) .. (Name & Title)
Witnesses: 1 2
(Executants) (To be executed by all the Members of the Consortium) Notes: The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure. Also, wherever required, the Bidder should submit for verification the extract of the charter documents and documents such as a board or shareholders resolution/ power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the bidder.
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JSMDC Ltd. APPENDIX IV Joint Bidding Agreement (Refer Clause 2.14.2)
Patratu Coal Block
(To be executed o n Stamp paper of appropriate value)
THIS JOINT BIDDING AGREEMENT is entered into on this the day of 20 AMONGST 1. { Limited, a company incorporated under the Companies Act, 1956} and having its registered office at (hereinafter referred to as the Lead Member or First Part which expression shall, unless repugnant to the context include its successors and permitted assigns) AND 2. { Limited, a company incorporated under the Companies Act, 1956} and having its registered office at (hereinafter referred to as the Other Member or Second Part which expression shall, unless repugnant to the context include its successors and permitted assigns)
The above mentioned parties of the FIRST PART, SECONDPART are collectively referred to as the Parties and each is individually referred to as a Party WHEREAS, A THE JHARKHAND STATE MINERAL DEVELOPMENT CORPORATION, has been set up by the State Government with the mandate of developing the mineral resource in the state of Jharkhand having its registered office at Khanij Nigam Bhawan, Doranda, Ranchi - 834002 (hereinafter referred to as JSMDC which expression shall, unless repugnant to the context or meaning thereof, include its administrators, successors and assigns) has invited Bids (the Bids) by its Bid Document No. dated for qualification and selection of JV Partner for exploration (if required), development, mining and selling of coal from Patratu Coal Block (the Project) through formation of JV Company The Parties are interested in jointly bidding for the Project as members of a Consortium and in accordance with the terms and conditions of the Bid document and other documents in respect of the Project, and It is a necessary condition under the Bid document that the members of the Consortium shall enter into a Joint Bidding Agreement and furnish a copy thereof with the Bid.
NOW IT IS HEREBY AGREED as follows: 1 Definitions and Interpretations P a g e | 50
JSMDC Ltd.
Patratu Coal Block
In this Agreement, the capitalised terms shall, unless the context otherwise requires, have the meaning ascribed thereto under the Bid Document. 2 2.1 Consortium The Parties do hereby irrevocably constitute a consortium (the Consortium) for the purposes of jointly participating in the Bidding Process for the Project. The Parties hereby undertake to participate in the Bidding Process only through this Consortium and not individually and/ or through any other consortium constituted for this Project, either directly or indirectly or through any of their Associates. Role of the Parties The Parties hereby undertake to perform the roles and responsibilities as described below: (a) Party of the First Part shall be the Lead member of the Consortium and shall have the power of attorney from all Parties for conducting all business for and on behalf of the Consortium during the Bidding Process and until the Appointed Date under the JV Agreement
Joint and Several Liability The Parties do hereby undertake to be jointly and severally responsible for all obligations and liabilities relating to the Project and in accordance with the terms of the Bid Document and the Joint Venture Agreement, till such time as under and in accordance with the JV Agreement.
5 5.1
Shareholding in the JV Company The Parties agree that the minimum proportion of shareholding among the Parties in the JV Company at all times shall be as follows: First Party: 26% Second Party: 10%
5.2
The Parties undertake that they shall collectively hold 49% (forty nine per cent) of the subscribed and paid up equity share capital of the JV Company at all times until the validity of the JV Agreement with JSMDC. The Proposed shareholding by the Consortium members are as follows: (i) Lead Member .% (in words) (ii) Other Member% (in words)
5.3
Representation of the Parties Each Party represents to the other Parties as of the date of this Agreement that: a) Such Party is duly organised, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; The execution, delivery and performance by such Party of this Agreement has been authorised by all necessary and appropriate corporate or governmental P a g e | 51
b)
JSMDC Ltd.
Patratu Coal Block action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge: i. ii. iii. iv. require any consent or approval not already obtained; violate any Applicable Law presently in effect and having applicability to it; violate the memorandum and articles of association, by-laws or other applicable organisational documents thereof; violate any clearance, permit, grant, license or other governmental authorisation, approval, judgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement;
v.
c) d)
this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and there is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfillment of its obligations under this Agreement.
Termination This Agreement shall be effective from the date hereof and shall continue in full force and effect until the validity of the JV Agreement, in case the Project is awarded to the Consortium. However, in case the Consortium is either not qualified for the Project or does not get selected for award of the Project, the Agreement will stand terminated in case the Bidder is not qualified or upon return of the Bid Security by JSMDC to the Bidder, as the case may be.
8 8.1 8.2
Miscellaneous This Joint Bidding Agreement shall be governed by laws of {India}. The Parties acknowledge and accept that this Agreement shall not be amended by the Parties without the prior written consent of JSMDC.
IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN. Volume 1 Request For Proposal P a g e | 52
JSMDC Ltd.
Patratu Coal Block
SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED For and on behalf of LEAD MEMBER by: SECOND PART
(Signature)
(Signature)
(Name)
(Name)
(Designation)
(Designation)
(Address) Notes: 1
(Address)
The mode of the execution of the Joint Bidding Agreement should be in accordance with the procedure, if any, laid down by the Applicable Law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure. Each Joint Bidding Agreement should attach a copy of the extract of the charter documents and documents such as resolution / power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member.
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JSMDC Ltd. APPENDIX V Letter Comprising the Price Bid (Refer Clause 2.14.2)
Patratu Coal Block
To, Managing Director Jharkhand State Mineral Development Corporation Khanij Nigam Bhawan, Doranda Ranchi 834002 Jharkhand, India
Dear Sir, We, the Bidder herewith enclose the Price Bid for selection of our firm as JV Partner for above. We agree that this offer shall remain valid for a period of 180 (one hundred and eighty) days from the Bid Due Date or such further period as may be mutually agreed upon.
Yours faithfully, (Authorised Representative) Name Designation Company Address Phone Nos. Fax Nos. E-mail Address
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JSMDC Ltd. APPENDIX VI Format for the Price Bid (Refer Clause 2.14.2) Description of Item (In words) Quoted Fee per tonne of coal (In Rs.)
Patratu Coal Block
(In Nos.)
Note:
1. The Bidder shall quote a Quoted Fee per Tonne payable to JSMDC
Signature and Seal of Authorized Representative of the Bidder
Date
Place
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JSMDC Ltd.
Patratu Coal Block
APPENDIX -VII
Format for Board Resolution
A For a Single Entity as Bidder:
RESOLVED THAT approval of the Board be and is hereby granted to(Name and address of the Company) for submission of bid to JSMDC for Exploration (if required), Development, Mining and Selling of coal from Patratu Coal Block in the State of Jharkhand through formation of a Joint venture company with JSMDC RESOLVED FURTHER THAT Mr. ---------------------- (name), (designation) be and is hereby authorised to sign the bidding documents on behalf of the..(Name of the Company) for submission of the bidding documents and execute a Power of Attorney in favour of ---------------- to act as the representative of the Company. B For a Single Entity as Bidder quoting on the financial strength of the Associate (Format for Board Resolution from the Associate)
RESOLVED THAT pursuant to the provisions of the Companies Act, 1956 and compliance thereof and as permitted under the Memorandum and Articles of Association of the Company, approval of the Board be and is hereby granted to [Insert the name of the Bidder ], for submission of bid to JSMDC for Exploration (if required), Development, Mining and Selling of coal from Patratu Coal Block in the State of Jharkhand through formation of a Joint venture company with JSMDC whereby the Company undertakes to invest the equity capital requirement of (Name of the Bidder) in the Project, in case of failure of (Name of the Bidder) to make such investment. RESOLVED FURTHER THAT Mr. ., (Designation), of the (Name of associate Company), is hereby authorized to issue the letter of undertaking ..on behalf of the Company.
C For Consortium of Bidders: Format for Lead Member RESOLVED THAT approval of the Board be and is hereby granted to join the consortium with and ----------------------------------------------------- (name and address of the consortium member) for joint submission of bid to JSMDC for Exploration (if required), Development, Mining and Selling of coal from Patratu Coal Block in the State of Jharkhand through formation of a Joint venture company with JSMDC (the Project). Volume 1 Request For Proposal P a g e | 56
JSMDC Ltd.
Patratu Coal Block
RESOLVED FURTHER THAT the draft Memorandum of Understanding (MoU) to be entered into with the consortium partners (a copy whereof duly initialed by the Chairman is tabled in the meeting) be and is hereby approved.
RESOLVED FURTHER THAT Mr. ---------------------- (name), (designation) be and is hereby authorised to enter into an MoU, on behalf of the company, with the consortium members and to sign the bidding documents on behalf of the consortium for submission of the bidding documents and execute a Power of Attorney in favour of ---------------- to act as the Lead Member.
Format for Member RESOLVED THAT approval of the Board be and is hereby granted to join the consortium with and ------------------------------------------------ (name and address of the Lead Member) for joint submission of bid to JSMDC for Exploration (if required), Development, Mining and Selling of coal from Patratu Coal Block (the Project) in the State of Jharkhand through formation of a Joint venture company with JSMDC RESOLVED FURTHER THAT the draft Memorandum of Understanding (MoU) to be entered into with the consortium partners (a copy whereof duly initialed by the Chairman is tabled in the meeting) be and is hereby approved. RESOLVED FURTHER THAT Mr. ---------------------- (name),(designation) be and is hereby authorized to enter into an MoU with the consortium members and execute a power of attorney in favour of ------------------------------ to act as the Lead Member
Notes : 1) This certified true copy should be submitted on the letterhead of the Company, signed by the Company Secretary or any of the authorised Directors of the Company and the rubber stamp for the Company shall be affixed. 2) The contents of the format should be suitably re-worded indicating the identity of the entity passing the resolution i.e. the Bidding Company, each Member of the Bidding Consortium.
P a g e | 57
JSMDC Ltd. APPENDIX VIII
Patratu Coal Block
Letter of Undertaking [on the letter head of Associate whose financial capability has been taken]
The Managing Director Jharkhand State Mineral Development Corporation Khanij Nigam Bhawan, Doranda Ranchi 834002 Jharkhand, India
Dear Sir,
We certify that [Insert Name of the Associate] is the Associate of the [Bidding Company] as per the provisions of the bid document and that our ownership stake in the Bidding Company is.. %. Our Financials for the last three (3) years are indicated below
Parameter
Rs. Crore Year-1
Financial Years Year-2 Year-3
Net Worth
Annual Turnover
Cash Accrual
In view of the above, we hereby undertake to you and confirm that we will make the required investment in the Project, in case the bidding company/ bidder fails to make such investment required for the project
P a g e | 58
JSMDC Ltd.
Patratu Coal Block
We have attached hereto certified true copy of the Board Resolution (Format B, Appendix VIII) whereby the Board of Directors of our Company has approved issue of this Undertaking by the Company.
Signature of Chief Executive Officer/Managing Director
Signature and Stamp of Statutory Auditor
(Please also affix common seal of Associate)
Date; Note: 1. The above response sheet should be signed and certified as true by the Chief Executive Officer/Managing Director being full time Director and Statutory Auditor of the Associate
P a g e | 59
JSMDC Ltd. APPENDIX IX
Patratu Coal Block
Format for clarification/ Amendment
Sl.No
Bid Document
Clause No and existing provision
Clarification required
Suggested Rationale text for the for Amendment Clarification or Amendment
P a g e | 60
JSMDC Ltd. APPENDIX X Letter of Allocation (MoC)
Patratu Coal Block
P a g e | 61

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RFP/JV/JSMDC-01/2011/PATRATU/7/9/11

VOLUME 1: REQUEST FOR PROPOSAL

Jharkhand State Mineral Development Corporation limited

Khanij Nigam Bhawan, Doranda, Ranchi 834 002

JSMDC Ltd. TABLE OF CONTENTS

Patratu Coal Block

Volume 1 Request For Proposal

JSMDC Ltd. 2.18 Effect & Validity of Bid 22

Patratu Coal Block

Criteria for Evaluation 3.1 Evaluation parameters 3.2 Evaluation Methodology

Volume 1 Request For Proposal

Patratu Coal Block

Volume 1 Request For Proposal

JSMDC Ltd. DISCLAIMER

Patratu Coal Block

JSMDC Ltd. without assigning any reasons whatsoever.

Patratu Coal Block

Volume 1 Request For Proposal

JSMDC Ltd. DEFINITIONS

Patratu Coal Block

JSMDC Ltd. modification issued/approved by JSMDC.

Patratu Coal Block

Volume 1 Request For Proposal

Patratu Coal Block

Volume 1 Request For Proposal

JSMDC Ltd. 1.1.7

Patratu Coal Block

Volume 1 Request For Proposal

Patratu Coal Block

Volume 1 Request For Proposal

Patratu Coal Block

Volume 1 Request For Proposal

Volume 1 Request For Proposal

Patratu Coal Block

Volume 1 Request For Proposal

JSMDC Ltd. 2.2.8

Patratu Coal Block

ii. iii. iv.

Volume 1 Request For Proposal

Patratu Coal Block

2.3.1 2.3.2 2.3.3

Volume 1 Request For Proposal

JSMDC Ltd. 2.4.2 2.4.3 2.5 2.5.1

Patratu Coal Block

2.6.3 2.7 2.7.1

Volume 1 Request For Proposal

Volume 1 Request For Proposal

Patratu Coal Block

Patratu Coal Block

Volume 1 Request For Proposal

JSMDC Ltd. 2.11 Amendment of Bid Document

Patratu Coal Block

JSMDC Ltd. 2.14 Sealing and Marking of Bids

Patratu Coal Block

Volume 1 Request For Proposal

Patratu Coal Block

Volume 1 Request For Proposal

JSMDC Ltd. b. c. d. e. it is accompanied by the Bid Security as per clause 2.8

Patratu Coal Block

Volume 1 Request For Proposal

Patratu Coal Block

Volume 1 Request For Proposal