Exploration, development and operation of the Project. Work shall also include detailed survey, scientific study, hydro-geological study; preparation of geological report, mining plan and detailed project report

NOTICE INVITING TENDER (NIT)
(through GeM Portal )
NIT No: ECL/HQ/CMC/Amarkonda Murgadangal MDO NIT/144 Dated: 30.03.2024
1. Eastern Coalfields Limited insert name of subsidiary of Coal India
Limited*****] (the “Authority”) is engaged in the development and operation
of coal mines and as part of this endeavor, the Authority has decided to
undertake exploration, planning, development and operation of Amarkonda
Murgadangal coal block (the “Project”) through a mine operator for
excavation of coal and delivery thereof to the Authority.
2. Pursuant to this NIT, the Authority invites Bids on a “single stage two-part”
bidding basis on the website, http://www.gem.gov.in (“Government e-
marketplace (GeM) Portal”) from reputed and experienced Bidders for the
following work:
Description of
work
Location of
the Project
Application
fee
( ₹ )
Bid Security
(₹ in million)
Duration of
the Contract
(in years)
Exploration,
development and
operation of the
Project. Work
shall also include
detailed survey,
scientific study,
hydro-geological
study; preparation
of geological
report, mining
plan and detailed
project report.
Dumka
District
Jharkhand
Nil 20 (Twenty)
28 years starting
from the date of
Contract
Agreement
Or
End of life of
the mine as
proposed by the
Bidder
whichever is
earlier
1
Instructions for project-specific customization
This NIT and Request for Bids (the “RFB”) may be customized for project-specific use in
accordance with the instructions below:
Note 1: Serially numbered footnotes in this RFB are for guidance of the Authority and should be
omitted from the RFB document forming part of the Bidding Documents.
Note 2: All project-specific provisions in this RFB have been enclosed in square parenthesis and
should be modified appropriately or omitted, as necessary, before issuing/uploading this RFB for
online bidding by Bidders. The values or particulars specified within square brackets are only for
guidance of the Authority while customizing this RFB for a specific project.
Note 3: The asterisks in this RFB should be substituted by project-specific particulars by the
Authority before issuing and uploading this RFB for online bidding by Bidders.
Note 4: The provisions of curly parenthesis are to be retained in the formats of the Appendices
forming part of the Bidding Documents and shall be suitably modified by the Bidders with relevant
particulars of the Bidders while submitting their Bids in order to reflect the details of their Bids.
Note 5: Footnotes marked “£” or in other non-numerical characters are to be retained in the RFB.
These notes are for the guidance of the Bidders.
Note 6: The words or expressions beginning with capital letters and defined in this RFB shall, unless
the context otherwise requires, have the meaning ascribed thereto herein or in the Contract
Agreement provided in Appendix-VI.

Note:
The Bidding Documents will be available on the website(s)
http://www.gem.gov.in
3. Time Schedule of Tender2
Sl.
No.
Activity Date Time
(IST,
hours)
1 Last date to Seek clarification/Representation of
published NIT (“Clarification Submission Due Date”)
As given on GeM Portal
https://www.gem.gov.in
2 Date of Pre-bid Meeting
3 Bid submission start date/time
4 Bid submission end date/time(“Bid Due Date”)
5 Bid Opening Date/Time
4. General Instructions
4.1. Bidders must review the Bidding Documents as a whole and ensure that their
Bids are as per the terms of the Bidding Documents. The Authority retains the
right to modify the terms of the Bidding Documents and/ or any of the sections/
attachments/ formats thereto at any time prior to the Bid Due Date.
4.2. The Bidders are expected to examine the Bidding Documents, including all
instructions, forms, terms, specifications, conditions, and other documents and
requirements of the Bidding Documents. Failure to furnish all or any
information required by the Bidding Documents, or submission of a Bid which
is not responsive to the Bidding Documents in every respect may result in the
rejection of the Bid. Bidders shall be deemed to have understood and taken into
account all the terms and conditions prescribed in the Bidding Documents.
4.3. Once a Bid is submitted no changes will be permitted to be made by the Bidder
except as permitted under the Bidding Documents.
4.4. Words and expressions beginning with capital letters used in this NIT without
being defined shall have the same meaning as assigned to them in the RFB, the
Contract Agreement or the other Bidding Documents.
5. Deposit of Bid Security
5.1. A Bidder shall furnish, as part of its Bid, a bid security equal to Rs. 20,000,000
(Indian Rupees twenty million only) (the “Bid Security”). The Bid Security
can be deposited through the following modes:
2
These dates are to be given only in online mode. At least 90 days’ time period from the publication
of the NIT shall be given for submission of the Bid. For second time bidding, if any, a time period
of 45 days from the date of publication of the NIT shall be given for submission of the Bid.

(a) Online fund transfer from [Designated Bank]; or
(b) NEFT/ RTGS from any scheduled bank, as included under the Second
Schedule to the Reserve Bank of India Act, 1934.
In case of payment through NEFT/RTGS the Bidder will have to make
payment and have to furnish online the UTR Numbers before submission
of Bid. Bidders will have to submit the proof of payment of Bid Security.
The Bid Security payment through NEFT/ RTGS mode should be made well
before the Bid Due Date to ensure that the Bid Security amount is received in
the account of the Authority before the Bid Due Date.
Bid can only be submitted when the Bid Security is received in the account of
the Authority.
SL.
No.
Description For deposition of EMD
/ Bid Security by the
bidder
1 Account Name Eastern Coalfields Ltd.
2 Bank Name State Bank of India
3 Branch Name Asansol
4 Bank A/c Number 11214377214
5 IFSC SBIN0000011
5.2 The Authority shall not be liable to pay any interest on the Bid Security so
deposited.
5.3. For further details on Bid Security, refer to Clause 2.16 under Section II of RFB
(Instruction to Bidders).
The Bidders shall submit MANDATE FORM for e-payment as per the
format given in Enclosure-II of this NIT.
6. Pre-Bid Conference
A pre-bid conference shall be held in CMC Conference Hall, 2nd Floor,
Technical Building, ECL HQ on 06.05.2024 at 11:30 AM. The said Pre-Bid
meeting can also be attended through Video Conference facility using the
following link:
https://railtel.webex.com/railtel/j.php?MTID=md461db8f8a07507e319d0da9
123a2136 Password: 098765
For further details on pre- bid conference, refer to Section V of the RFB (Pre-
Bid Conference).
7. Clarifications
Refer Clause 2.9 of Section-II of RFB.
8. Deleted
9. Qualification Criteria
9.1. Technical Capacity
For the qualification requirements with respect to Technical Capacity, Bidders

are required to refer to Clause 2.2.2 under Section II of the RFB (Instruction to
Bidders) and Clause 3.2 and Clause 3.3 under Section III of the RFB
(Evaluation of Bids).
For substantiating the volume of actual work executed during the period for
which experience is claimed, Bidders are required to furnish the following
information online:
(a) Start date and end date of qualifying period (such that the
difference between the end date and start date does not exceed 365
days);
(b) Nature of experience (as a contractor or sub-contractor or mine owner),
of each qualifying experience;
(c) Reference number of the document(s), of each qualifying experience in
the following manner:
(i) in case of a contractor, work order/agreement number;
(ii) in case of a sub-contractor, work order/agreement number from
the employer and the principal employer; and
(iii) in case of an owner of mine/ project, reference number of the
document(s) evidencing the ownership/title rights to the mine/
project and for operation of mine/ project.
(d) Start date and end date of each qualifying experience;
(The start date and the end date of each qualifying experience must fall
on or between the start date and the end date of the qualifying period)
(e) Executed eligible volume of work within the start date and end date;
(As per Sl. No. 10 of the format provided at Annex-II to Appendix I of
RFB) submitted by the Bidder, for each qualifying experience)
(f) Scanned copies of the documents as specified in Paragraph 10 of the
NIT, in relation to Technical Capacity.
Notes:
Note 1. In case the Bidder is a Consortium, the work experience of any or all
of the Members (if applicable) may be furnished for evaluation by
adding the Technical Capacity of each Member. If work experience of
all the Members is not submitted, the system shall consider a value of
zero for the Member(s) whose work experience has/ have not been
submitted.
Note 2. Percentage (%) share in each qualifying experience of the Bidder, any
Member (in case the Bidder is a Consortium) or an Associate of the
Bidder or Member, as the case may be, whose Technical Capacity is
furnished and relied upon by the Bidder for the purpose of eligibility
criteria under this RFB, shall be the actual percentage (%) share in
the qualifying experience. Only those qualifying experiences shall be
considered where the actual percentage (%) share of the Bidder,
Member or Associate (as the case may be) in the qualifying experience
is 26% or more.
Note 3. For qualifying experience as contractor or sub-contractor, in both
cases, the work execution certificate from the principal employer shall
only be considered.

9.2. Financial Capacity
For qualification requirements with respect to Financial Capacity, Bidders are required to
refer to Clause 2.2.3 under Section II of the RFB (Instruction to Bidders) and Clause 3.4
under Section III of the RFB (Evaluation of Bids). It is hereby clarified that for the purpose of
the qualification requirements with respect to Financial Capacity, each Bidder is required to
choose any 3 (three) financial years from the last 4 (four) immediately completed
consecutive financial years as on date of invitation of Bids. The 3 (three) financial years as
chosen by the Bidder shall be the same for each Member (if the Bidder is a Consortium) and
the Associate(s) of the Bidder, whose Financial Capacity is furnished and relied upon by the
Bidder.
(a) The Bidder shall have a minimum Net Worth of Rs. 67,20,00,000 (Indian Rupees
sixty seven crore twenty lakhs only) at the close of the latest financial year among
the 3 (three) financial years chosen by the Bidder. For the purposes of the Bidding
Documents, the term “Net Worth” shall mean:
(i) where the Bidder is a company, the aggregate of the subscribed and paid up
capital and reserves less the sum of revaluation reserves, miscellaneous expenditure
not written off and reserves not available for distribution to shareholders; and (ii) in
all other cases, the aggregate of fixed assets, investments and current assets less the
sum of revaluation reserves, current liabilities and long term borrowings.
It is further clarified that the Bidder (or each member of the Consortium where
the Bidder is a Consortium) and its Associate, whose Technical Capacity and/or
Financial Capacity is furnished and relied upon, shall have a positive Net Worth; and
(b) Average Total Income of the Bidder in the 3 (three) financial years, as chosen by the
Bidder, shall not be less than Rs. 201,60,00,000 (Indian Rupees two hundred one
crore sixty lakhs only). For the purposes of the Bidding Documents, the term “Total
Income” shall mean the aggregate value of the realisation of amount made from the
sale, supply or distribution of goods or on account of services rendered, or both, by the
company/entity during a financial year;
10. For substantiating the Financial Capacity, the Bidders are required to furnish the
following information online:
(a) Value of Net Worth (to be submitted in Indian Rupees and in the format
provided at Annex III of Appendix I of RFB);
(b) Value of Total Income in the 3 (three) financial years as chosen by the Bidder
(to be submitted in Indian Rupees and in the format provided at Annex III of
Appendix I of RFB);
(c) Membership number of the chartered accountant£
certifying the Net Worth and
Total Income, where applicable; and
(d) Scanned copies of the documents as specified in Paragraph 10 of the NIT, in
relation to the Financial Capacity.
Note: In case the Bidder is a Consortium, the aforesaid certificates and information
shall be submitted in respect of all the Members and the Financial
£
Any approximate equivalent of a chartered accountant may provide the relevant certificates
required under this RFB. Jurisdictions which do not have a licence/ certification/ membership
requirement for accountants to describe themselves or to practice as chartered accountants (or
any approximate equivalent), any qualified accountant may provide the certificates required
under this RFB.

Capacity of the Consortium will be assessed by adding the information so
furnished.
Bidders shall submit the information in an objective manner, in conformity
with the formats prescribed, confirmed by the uploaded documents. The
documents related to the information furnished online on GeM Portal will only
be considered. If a Bidder uploads any other document, it will not be given any
cognizance.
A scanned copy of the following documents shall be submitted online by the
Bidders in support of the information / declaration furnished by the Bidder at
the time of submission of their Bids:
Sl.
No.
Submission of
documents
related
to qualification
criteria
Scanned copy of documents (self-certified and
notarized/ certified
) to be uploaded by Bidders
in support of information / declaration furnished
online by the Bidder against each qualification
criteria
(CONFIRMATORY DOCUMENT)
1. Bidder's Covering
Letter and
acceptance of bid
conditions
Copy of the Bidder's Covering Letter, acceptance of
the Bid conditions and making commitments on the
Bidder’s letter head as per proforma (provided at
Appendix I of RFB).
Note: In case the Bidder is a Consortium, the
above documents are to be signed by all the
Members.
2. Technical
Capacity
i) For each qualifying experience of the Bidder
against the eligibility criteria as sought online as
contractor/ sub-contractor:
(a) In case the qualifying experience of a Member
of the Consortium is submitted, MOU/
consortium agreement stating the percentage
(%) share of each Member in the consortium;
In case the MOU/ consortium agreement or
such certificate does not include the
percentage (%) share of each member, each
Member shall be deemed to have an equal
share in the Consortium and the relevant
qualifying experience.
The Bidder may also support its claim for the
share in work done for that particular work
experience by producing a certificate from
its statutory auditor§
or the client.

For any document issued overseas, the document will also have to be legalised by the Indian
Embassy and notarised in the jurisdiction where the document is being issued. However, any
document provided by bidders from countries that have signed the Hague Convention, 1961 is
not required to be legalised by the Indian Embassy if it carries a conforming apostille certificate.
§
In jurisdictions that do not have statutory auditors, the firm of auditors which audits the annual
accounts of the Bidder may provide the certificates required under this RFB.

(b) Copy of the work order issued by the relevant
issuing authority, employer or principal
employer, as the case may be. It is hereby
clarified that in case of a sub-contractor, copies
of work orders issued by both the employer as
well as the principal employer are required.
(c) Copy of the employer’s certificate endorsing
the execution of the excavation work stating
the volume (in case of Overburden) and/or
tonnage (in case of coal / lignite / iron ore/
bauxite/ manganese ore/ copper ore) along
with the period during which the work was
executed. In case of the sub-contractor such
certificates as issued by the principal
employer.
ii) For each qualifying experience of the Bidder
against the eligibility criteria as sought online as
a mine/ project owner:
(a) Copy of mining lease/rights (only relevant
pages) or any other document issued or
executed by the relevant statutory authority,
evidencing the Bidder’s right/ title of
ownership of the mine/ project;
(b) Copy of the permission for opening/ operating
the mine (or coal seams)/ project, issued by the
relevant statutory authority;
(c) Copy of the latest certified mining plan (only
the relevant pages) approved by the
relevant statutory authority stating the planned
output of coal/ lignite/ iron ore/ bauxite/
manganese ore/ copper ore, Overburden,
stripping ratio (average), as applicable, during
the lease period; or copy of any excavation plan
of the project as approved by the relevant
statutory authority; and
(d) Copy of submissions made to the relevant
statutory authorities for the excavated
volume/quantity of coal/ lignite/ iron ore/
bauxite/ manganese ore/ copper ore,
Overburden, for the relevant period (e.g. copies
of monthly/ annual return, audited annual
reports, royalty payment, etc. or any other
document acceptable to the Authority). The
documents should be certified bythe concerned

statutory authority or the statutory auditor§
of
the Bidder, as applicable.
iii) Annex II (provided at Appendix I of RFB) duly
filled in and uploaded, for each qualifying
experience.
above documents are to be submitted in respect
of the Member(s) whose technical capacity is
relied upon.
3. Financial Capacity i) Certificate specifying the Net Worth of the Bidder
as at the close of the latest financial year among the
3 (three) financial years as chosen by the Bidder,
from a chartered accountant based on the financial
statements audited by statutory auditor∞
exhibiting
the information submitted by the Bidder and
confirming that the methodology adopted for
calculating the Net Worth conforms to the
provisions of the Bidding Documents;
ii) Certificate specifying the average Total Income of
the Bidder during the 3 (three) financial years, as
chosen by the Bidder, from a chartered accountant
based on the financial statements audited by statutory
auditor∞
exhibiting the information submitted by the
Bidder online and also specifying the methodology
adopted for calculating the average Total Income;
iii) Audited annual reports of the Bidder for the 3
(three) financial years, as chosen by the Bidder,
comprising of the audited balance sheets and profit
and loss accounts of the Bidder.
iv) A duly filled in Annex III (provided at Appendix
I of RFB).
Notes:
i. For the purpose of Financial Capacity, the
Bidder can choose any 3 (three) financial
years from the 4 (four) immediately
completed consecutive financial years as on
the date of invitation of Bids. In addition,
the 3 (three) financial years as chosen by
the Bidder shall be the same for each
§
∞
∞

Member (in case of Consortium) and the
Associate(s) of the Bidder, whose Financial
Capacity is furnished and relied upon by
the Bidder.
ii. In case the Bidder is a Consortium, the
above documents are to be submitted in
respect of all the Members. In case of
Associate(s) whose Technical Capacity /
Financial Capacity is furnished and relied
upon, documents showing the Net Worth of
such Associate(s) are to be submitted.
4. Integrity pact Duly signed and witnessed integrity pact as per
proforma provided at Appendix VIII of RFB.
integrity pact is to be signed by all the Members.
5. Authorization The Bidder(s) have to register themselves on the
GeM Portal. For Consortium, which do not have
PAN, GST at the time of bidding in GeM Portal, the
Members shall authorize the Lead Member to
register on GeM Portal to participate in the Bid.
6. Undertaking in
Support of the
authenticity of
submitted
information and
documents and
other
commitments
An undertaking is to be given by the Bidder as per
the format given at Enclosure I of this NIT,
confirming the genuineness of the information
furnished online, authenticity of scanned copy of
documents uploaded and such other declarations.
undertaking is to be signed by all the Members.
(Original undertaking shall be submitted as per the
provisions of NIT)
7. Any other document to support the qualification information as submitted
by the Bidder online.
8. Note: Only one file in .pdf format can be uploaded against each
qualification criteria. Any additional/ other relevant documents to
support the information/declaration furnished by Bidder online
against qualification criteria may also be attached by the Bidder in
the same file to be uploaded against respective qualification criteria.

Part-I/ Cover-I - Other Important Documents (“OID”):

For any document issued overseas, the document will also have to be legalised by the Indian Embassy and
notarised in the jurisdiction where the document is being issued. However, any document provided by bidders
from countries that have signed the Hague Convention, 1961 is not required to be legalised by the Indian
Embassy if it carries a conforming Apostille certification.
Sl.
No.
Criteria Scanned copy of documents (self-certified and notarized/
certified
) to be uploaded by Bidder in support of
information/ declaration furnished online
by the Bidder against each criteria (CONFIRMATORY
DOCUMENT)
1. Legal status of the
Bidder
Documents to be submitted as applicable:
1. Affidavit or any other document to prove the proprietorship/
individual status of the Bidder (applicable only where the
Bidder is an individual or sole proprietor);
2. Partnership deed/ agreement containing name of partners
(applicable only where the Bidder is a partnership firm or a
limited liability partnership);
3. Memorandum and Articles of Association with certificate of
incorporation containing name of Bidder or any similar charter/
constitutional documents (applicable where the Bidder is a
company);
4. Appropriate documents as applicable for any other Bidder not
mentioned above.
5. Annex I (Appendix I of RFB) duly filled in and uploaded
6. In case of Consortium:
(i) Details of all Member(s) as at 1/ 2/ 3 (as applicable) above;
(ii) Joint Bidding Agreement as per format provided at Appendix
IV of RFB;
(iii) Annex I (Appendix I of RFB) duly filled in and uploaded;
(iv) Annex IV (Appendix I of RFB) duly filled in and uploaded.
7. An undertaking in the format given in Enclosure-III with
respect to the ultimate beneficial ownership of the Bidder and
each Member (in case the Bidder is a Consortium), in light of the
General Financial Rules, 2017 read with the OM No.
F.No.6/18/2019-PPD dated 23 July 2020, the Consolidated FDI
Policy (effective from 15 October 2020) and the Press Note No. 3
(2020 Series) dated 17 April 2020 issued by the Department for
Promotion of Industry and Internal Trade (FDI Policy Section),
Ministry of Commerce and Industry,
Government of India, each as amended or supplemented from
time to time.

11. Submission of Bids
11.1. All Bids are to be submitted online on the website https://www.gem.gov.in.
No Bid shall be accepted offline.
11.2. The Bidders should strictly comply with following instructions:
(a) The Bidders are required to submit their Bids online giving reference to
this NIT number and date, in 2 (two) parts in the links “Part-I/ Cover I”
and “Part-II/ Cover II”.
(b) Two parts of the Bid should contain the
following details:
Part-I/ Cover I:
1. Bidder’s Covering Letter;
2. Details of Bid Security;
3. Information on qualifying criteria as detailed at Paragraph 9 and
Paragraph 10 above including necessary scanned documents as
elaborated there; and
4. A Mining Scheme, as per Clause No. 1.1.4 in the proforma given in
Appendix IX, for the Project to be explored, developed and operated.
Part-II/ Cover II:
Price Bid.
11.3. In order to submit a Bid, the Bidders have to get themselves registered online
on GeM Portal. For Consortium which do not have PAN, GST at the time of
bidding in GeM Portal, below is the alternate solution for them:
ẞ
For a power of attorney executed and issued overseas, the document will also have to be legalised
by the Indian Embassy and notarised in the jurisdiction where the power of attorney is being issued.
However, the power of attorney provided by Bidders/ Members from countries that have signed the
Hague Convention, 1961 are not required to be legalised by the Indian Embassy if it carries a
conforming Apostille certificate.
S
l
.
N
o
.
Criteria Scanned copy of documents (self-certified and notarized/
certified
) to be uploaded by Bidder in support of
information/ declaration furnished online
by the Bidder against each criteria (CONFIRMATORY
DOCUMENT)
2
.
Power of attorneyẞ
As per the format annexed as Appendix II (as applicable) and
Appendix III (in case the Bidder is a Consortium).
3
.
Joint Operating
Agreement (JOA)
A duly executed and adequately stamped joint operating agreement
in the format set out in Appendix V, if applicable.
4
.
Mandate Form for
Electronic Fund
Transfer
Copy of mandate form duly filled in as per proforma provided at
Enclosure II of this NIT.
5
.
Any other document to support the qualification information as submitted by the Bidder
online.

(a) The Lead Member of Consortium shall participate in the Bid on behalf of the
Consortium since the Consortium at this stage of Bid, has not been registered
as a Company.
(b) Once the Consortium has been selected as Successful Bidder, Authority will
issue LOA to the above Lead Member of the Consortium. The Consortium will
thereafter form an SPV/Mine Operator to execute this Contract under Clause
2.2.6 and 2.2.7 of RFB and obtain PAN, GST etc. in the name of the SPV/ Mine
Operator. The SPV/ Mine Operator shall be registered in GeM Portal as a new
Service Provider (SP). It shall submit the Performance Security within 90
(ninety) days as per Article 9 of Contract Agreement. GeM will update the new
SP details on demand through backend which will enable the Authority to
execute the Contract Agreement with the SPV/ Mine Operator.
11.4. Bidder’s Covering Letter (Part-I/ Cover I): The format of the “Bidder's
Covering Letter” (as given in the RFB) will be downloaded by the Bidder and
will be printed/ typed on its letter head. This document will be signed by the
Bidder or an authorized person of the Bidder and a scanned copy of the same
will be uploaded during bid submission in Part-I/ Cover I. This will be the
covering letter of the Bidder for its submitted Bid. The content of the “Bidder's
Covering Letter” uploaded by the Bidder must be the same as per the format
downloaded from GeM Portal and it should not contain any other information.
If there is any change or discrepancy in the contents of the Bidder's Covering
Letter as uploaded by the Bidder as compared to the format of the Bidder's
Covering Letter uploaded by the Authority, then the Bid will be rejected.
11.5. Price Bid (Part-II/ Cover II): The Bidder shall quote “Mining Charge” per tonne
in the price bid. The Bidder shall quote the value of Mining Charge per tonne
including the applicable GST at the rate 18 (eighteen) %. The price bid of
the Bidders shall specify (in Indian Rupees) “Mining Charge” per tonne to
undertake the Project in accordance with the RFB, the Contract Agreement and
the other Bidding Documents. The price bid which is incomplete and not
submitted as per the instructions given above will be rejected.
11.6. It is the Bidder’s responsibility to comply with the system requirements, i.e.
hardware, software and internet connectivity at the Bidder’s premises to access
the GeM Portal. Under any circumstances, the Authority shall not be liable to
the Bidders for any direct/ indirect loss or damages incurred by them arising
out of incorrect use of the GeM Portal or internet connectivity failures.
11.7. The Bidders are required to understand and comply with the requirements of
GeM Portal procedure for submission of the Bids and are required to submit
their Bids in compliance with the GeM Portal procedure. Insufficient or lack
of knowledge of GeM Portal shall not excuse the Bidder from complying with
the requirements of the Bidding Documents and any Bids not in compliance
with the requirements of GeM Portal shall be liable for rejection.
12. Bid Opening and Evaluation
For details in relation to Bid opening and evaluation refer to Section III of the
RFB (Evaluation of Bids).
13. Bid Validity

The validity period of the Bids shall be not less than 180 (one hundred and
eighty) days from the Bid Due Date. A Bid valid for a shorter period shall be
rejected by the Authority as being non-responsive.
14. Modification and Withdrawal of Bids
14.1 The modification and withdrawal of offer till Bid Due Date shall be as per latest
GeM Portal functionality.
14.2 For withdrawal of Bid after the Bid Due Date, the Bidder will have to make a
request in writing to the Authority. Withdrawal of Bid may be allowed before
the issuance of LOA with the following provision of penal action:
a) If the request is received before opening of price bid:
i. The Bid Security will be forfeited;
ii. The Bidder will be debarred for minimum period of (one) 1 year from
participating in tenders issued by the Authority/Coal India Limited;
iii. Any other penal action as per GTC/guidelines of GeM Portal.
The price bid of remaining Bidders will be opened and the tender process shall
go on.
b) If the request is received after opening of price bid:
i. The Bid Security will be forfeited;
ii. The Bidder will be debarred for minimum period of (one) 1 year from
participating in tenders issued by the Authority/Coal India Limited;
iii. Any other penal action as per GTC/guidelines of GeM Portal.
The price bid of all eligible Bidders including this Bidder will be opened and
the action shall follow as under:
I. If the Bidder withdrawing its Bid is other than H-1 NPV, the tender process
shall go on.
II. If the Bidder withdrawing its Bid is H-1 NPV, then a re-tender will be done.
15. The Authority reserves the right, at its discretion, to postpone the Bid Due Date
and the date of opening of the Bids, or reject any or all Bids without giving any
reason or to accept any Bid which, in the Authority’s sole judgment and
discretion, is the most beneficial to the Authority and/or to cancel the Bidding
process and reject all the Bids, at any time prior to the award of the Project,
without thereby incurring any liability to the affected Bidder or Bidders and
without any obligation to inform the affected Bidder or Bidders of the grounds
or reasons for the Authority’s actions. The Authority further reserves the right
to negotiate with any or all the Bidders in relation to their Bids. Any such action
shall not be called into question and the Bidders shall have no claim or cause
of action in this regard against the Authority or its officers, employees,
consultants, agents, successors or assignees for rejection of its bids. Neither the
Authority nor its employees or advisers shall entertain any claim of any nature,
whatsoever, including without limitation, any claim seeking costs, expenses or
damages, which may be raised by the Bidder or any person claiming through
such Bidder in relation to the preparation or submission of Bids.

16. The Authority does not bind itself to accept the Bid having highest NPV and reserves
the right to reject any or all the Bids without assigning any reasons whatsoever and also
to split up the work between two or more Bidders or accept the Bid in part and not in its
entirety, at its sole discretion.
17. Any addendum/ corrigendum/ date extension etc. in respect of this tender shall be
issued on the website http://www.gem.gov.in only. No separate notification shall be
issued in the press. Bidders are therefore requested to visit GeM Portal regularly to keep
themselves updated.
18. Integrity Pact
The Bidders are required to go through the integrity pact which is a part of the Bidding
Documents. Bidders shall accept the integrity pact as given in the Bidding Documents.
19. Name, address and contact number of the independent external monitor nominated
for this tender:
Sl. Name Address
No.
1 Shri V.N.Gaur, IAS (Retd) email ID:
vngaur@gmail.com
45. Panchsheel Judges Society, Pocket
7, Builders Area, Greater Noida
Gautam Buddha Nagar - 201315
2 Shri S Srinivasan, IAS (Retd) Email ID:
s.srinivasan1980@gmail.com
Flat no. D 5 – 107, Block no. 5, V
Floor, Kendriya Vihar, B.B. Road
(Bangalore – Bellary Road),
Yelahanka, Bangalore - 560064
20. Procurement & Sourcing of Goods and Services for the Project
The Authority will follow and comply with the “Public Procurement (Preference to
Make in India), order 2017” as per office order No. P- 45021/2/2017-B.E.-II dated 15
June 2017 of Department of Industrial Policy and Promotion, Ministry of Commerce
and Industry, Government of India and any revision or other instruction(s) or order(s)
issued by the appropriate Government in this regard. The Bidder shall also abide by
any applicable order(s) or instruction(s) issued by the Government of India for
compliance in this regard. This will be amended as per GeM Portal General Terms and
Conditions (GTC).
21. Planning and Designing in Purview of Vulnerability Atlas of India
Vulnerability Atlas of India (VAI) is a comprehensive document which provides
existing hazard scenario for the entire country and presents the digitized State/UT —
wise hazard, maps with respect to earthquakes, winds and floods for district-wise
identification of vulnerable areas. It also includes additional digitized maps for
thunderstorms, cyclones and landslides. The main purpose of this Atlas is its use for
disaster preparedness and mitigation at policy planning and project formulation / stage.
This Atlas is one of its kind single point source for the various stakeholders including
policy makers, administrators, municipal commissioners, urban managers, engineers,
architects, planners, public etc. to ascertain proneness of any city/location/site to multi-
hazard which includes earthquakes, winds, floods thunderstorms, cyclones and
landslides. While project formulation, approvals and implementation of various urban
housing, buildings and infrastructures schemes, this Atlas provides necessary
information for risk analysis and hazard assessment. The Vulnerability Atlas of India
has been prepared by Building Materials and Technology Promotion Council under

Ministry of Housing and Urban Affairs, Government of India and available at their
website www.bmtpc.org.
It is mandatory for the Bidders to refer Vulnerability Atlas of India for multi- hazard
risk assessment and include the relevant hazard proneness specific to Project location
while planning and designing the Project in terms of:
i) Seismic zone (II to V) for earthquakes,
ii) Wind velocity (Basic wind velocity: 55, 50, 47. 44, 39 & 33 m/s)
iii) Area liable to floods and probable maximum surge height
iv) Thunderstorms history
v) Number of cyclonic storms/ severe cyclonic storms and maximum sustained
wind specific to coastal region
vi) Landslides incidences with annual rainfall normal
vii) District wise probable maximum precipitation.
22. Help for participating in e-Tender:
For tender related queries, the bidders may seek help from the following:
Type of Support Contact Persons Contact Numbers
Tender Inviting Authority
(TIA) /Representative of
TIA(For Tender Related
Assistance)
1) Malay Das
email: cgmcmc.ecl.cil@coalindia.in
2) Mr. Deepak Kumar
email: deepak.kumar@coalindia.in
1. 9434795844
2. 9434795674
-Sd-
Distribution:-
1. C M D, ECL
HOD (CMC)
ECL HQ
2. D(T) P&P/ D(T) OP/D(F)/D(P), ECL
3. CVO, ECL HQ.
for kind information
4. Shri V.N.Gaur, 45. Panchsheel Judges Society, Pocket 7, Builders Area, Greater Noida Gautam Buddha Nagar –
2013155
5. Shri S Srinivasan, Flat no. D 5 – 107, Block no. 5, V Floor, Kendriya Vihar, B.B. Road (Bangalore – Bellary Road),
Yelahanka, Bangalore - 560064
6. GM (CMC) – All subsidiaries
7. TS to CMD, ECL HQ.
8. GM (P&P)/GM (F)/GM (E&M)/GM(C)/GM(P&IR)/GM(IED)/GM(Excv)/GM(M&S)-ECL HQ.
9. GMs - All Areas / Projects of ECL
10. Dy. PRM, ECL/HQ - with the request to arrange for publication of abridged form of NIT as per policy of the
Company
11. Hony. Secretary - Builders' Association of India, Asansol Center. C/o. Sri J.C. Lal, M/s. Linkers India, Lithuria
Road, Neamatpur, P.O. Sitarampur - 713 359.
12. President, Coal & Steel Chamber of Commerce & Industries, P.O. Ukhra, Dist. Burdwan (WB).
13. GM/APM, New Coal Block
14. Embassies/Consulates – as per list enclosed

Exploration, development and operation of the Project. Work shall also include detailed survey, scientific study, hydro-geological study; preparation of geological report, mining plan and detailed project report

Enclosure-I
(Format of Undertaking)β
(For commitment, genuineness of the information furnished online and authenticity of
the documents uploaded during the Bidding Process)
UNDERTAKING
I/ We,.................................................................., hereby agree, undertake, and confirm that:
1. I/We am/are submitting a bid for the work...........................................................against
NIT No. ......................... dated ………………… and I/we agree and undertake to
execute the work in accordance with all the terms, conditions and provisions of the
Bidding Documents.
2. All information furnished by me/ us in respect of fulfillment of qualification criteria for
our Bid is complete, correct and true.
3. All copies of documents uploaded along with our Bid are genuine, authentic, complete,
true and valid.
4. I/ We hereby authorize the Authority and/ or its authorized representatives to seek
references/ clarifications from our bankers.
5. If any information and document furnished/ uploaded by me/ us is found to be false/
incorrect at any time, the Authority may reject my/ our Bid and action as deemed fit
may be taken against me/us, including termination of the Contract Agreement (if the
Project is awarded to me/us), forfeiture of all dues including the Bid Security and
banning/ delisting of me/ us and all members/ partners.
6. Capitalized terms used herein, unless defined herein, shall have the same meaning
assigned to them in the Bidding Documents.
Signature of the Bidder
(In case of Consortium, signature of
all the Members)
Dated:
Seal of Notary
β
The undertaking is to be submitted on the letterhead of the Bidder.
16

Enclosure-II
MANDATE FORM FOR ELECTRONIC FUND TRANSFER /
INTERNET BANKING PAYMENT
1. Name of the Bidder: …………………………………………………………
2. Address of the Bidder: ……………………………………………………….
…………………………………………………………………………………….
City………………………. Pin Code………………………….
E-mail Id ………………………………………………………
Permanent Account Number …………………………………..
3. Particulars of Bank:
Bank Name Branch Name
Branch Place Branch City
Pin Code Branch Code
MICR No. Soft Code
Swift Code IBAN Code
BIC Code
Digital Code number appearing on the MICR Band of the cheque supplied by the
Bank. Please attach Xerox copy of a cheque of your Bank for ensuring accuracy
of the Bank Name, Branch Name and Code Number.
RTGS CODE
Account Type Savings Current Cash Credit
Account Number (as appearing
in the Cheque Book.
4. Date from which the mandate should be effective:
I/ We hereby declare that the particulars given above are correct and complete. If any
transaction is delayed or not effected for reasons of incomplete or incorrect information, I/ we
shall not hold the Authority responsible. I/ We also undertake to advise any change in the
particulars of my/ our account to facilitate updation of records for purpose of credit of amount
through SBI NEFT / RTGS transfer. I/ We agree to discharge the responsibility expected of me
as a participant under the scheme. Any bank charges levied by the bank for such e-transfer shall
be borne by me/ us.
Place:
Date:
Signature of the Bidder/Authorised Signatory
Certified that particulars furnished above are correct as per our records.
Banker’s Stamp
Date
Signature of the authorised official from the Bank
17

Enclosure-III
(Format of Undertaking)β
UNDERTAKING
{Insert name of the Bidder}, (“Undersigned Bidder”) hereby agrees, undertakes, and
confirms each of the following:
1. The Undersigned Bidder is submitting a Bid for the work ‘Exploration, planning,
development and operation of Amarkonda Murgadangal Project’ against NIT No. []
dated [] and agrees and undertakes to execute the work in accordance with all the
terms, conditions and provisions of the Bidding Documents.
2. The Undersigned Bidder is aware of the restrictions on procurement from a “bidder
from a country which shares a land border with India”, as defined and specified under
the General Financial Rules, 2017 read with the OM no. F.No.6/18/2019-PPD dated
23 July 2020 issued by the Public Procurement Division, Department of Expenditure,
Ministry of Finance, Government of India, as amended or supplemented (“Indian
Public Procurement Laws”), the Consolidated FDI Policy (effective from 15 October
2020) and the Press Note No. 3 (2020 Series) dated 17 April 2020 issued by the
Department for Promotion of Industry and Internal Trade (FDI Policy Section),
Ministry of Commerce and Industry, Government of India, each as amended or
supplemented from time to time.
I/We hereby declare and certify that:
(a) {the Undersigned Bidder is not incorporated or registered in a country which
shares a land border with India and is eligible to be considered, in terms of the
Indian Public Procurement Laws OR the Undersigned Bidder is incorporated or
registered in a country which shares a land border with India and is registered with
the competent authority, as prescribed under the Indian Public Procurement Laws.
A certified true copy of the registration certificate obtained by the Undersigned
Bidder is submitted along with the Bid}; and
(b) the Undersigned Bidder is permitted to submit the Bid and carry out all the
functions of a successful Bidder in accordance with the applicable laws in India.
3. All copies of documents uploaded along with our Bid are genuine, authentic, complete,
true and valid.
4. If any information and document furnished/ uploaded by the Undersigned Bidder is
found to be false or incorrect at any time, the Authority may reject the Bid of the
Undersigned Bidder and action(s) as deemed fit may be taken against the Undersigned
Bidder, including but not limited to the termination of the Contract Agreement (if the
Project is awarded to the Undersigned Bidder), forfeiture of all dues including the Bid
Security and banning and/or delisting of the Undersigned Bidder and all its members,
partners or other constituents.
5. All capitalised terms used herein, unless specifically defined herein, shall have the
same meaning assigned to them in the Bidding Documents.
Signature of the Bidder
(In case of the Consortium, signature of
all the Members)
Dated:
Seal of Notary
β
This undertaking shall be submitted on the letterhead of the Bidder.
18

Request for Bid
(RFB)
for
Exploration, Development & Operation
of
Amarkonda Murgadangal Opencast Coal Mine
through Mine Operator
Eastern Coalfields Limited
(A subsidiary of Coal India Limited)
Sanctoria, P.O-Dishergarh
Dist-Burdwan, W.B
1

2
GLOSSARY
Annual Contract Value As defined in Clause 2.2.6 of this RFB
Associate As defined in Clause 2.2.4 of this RFB
Authority As defined in Clause 1.1.1 of this RFB
Bid shall mean a bid submitted pursuant to this RFB
Bid Due Date As defined in Paragraph 3 of NIT
Bid Security As defined in Paragraph 5 of NIT
Bidder(s) shall mean any single entity or a Consortium which
submits a Bid pursuant to this RFB
Bidding Documents shall mean the documents set forth in Clause 2.8.1 of this
RFB
Bidding Process As defined in Clause 1.2.1 of this RFB
Clarification Submission As defined in Paragraph 3 of NIT
Due Date
Contract Agreement As defined in Clause 1.1.1 of this RFB
Conflict of Interest As defined in Clause 2.2.1(b) of this RFB
Consortium shall mean the consortium of the Lead Member and other
Members, who have jointly submitted a Bid pursuant to
this RFB
Damages As defined in Clause 2.2.1(b) of this RFB
Exploration Charge As defined in Clause 1.1.5 of this RFB
Financial Capacity As defined in Clause 2.2.3 of this RFB
Gem Portal shall mean Government e marketplace
GTC of Gem shall mean General Terms and Conditions of GeM Portal
Government Government of India/ Government of Jharkhand
or the Government of the country of origin of the
Bidder, as the case may be.
Joint Bidding Agreement As defined in Clause 2.2.7(e) of this RFB
Joint Operating Agreement As defined in Clause 2.2.11 of this RFB
Lead Member in relation to a Consortium shall mean and refer to the
entity identified/ nominated by the Members of a
Consortium as the lead member of the Consortium

3
LOA shall mean the letter of award issued by the Authority
to the Successful Bidder
Member
Mine Operator
Mine Profile
Mining Charge
Mining Scheme
Net Worth
NIT
Overburden
PAPs
Performance Security
Project
Re. or Rs. or INR or
RFB or Request for Bid
Successful Bidder
SPV
Technical Capacity
Total Income
in relation to a Consortium shall mean and refer to each
single entity (not a consortium), which is a part of such
Consortium
As defined in Clause 1.1.2 of this RFB
As defined in Paragraph 9.2 of NIT
shall mean the Notice Inviting Tender No. ECL/HQ/CMC/Amarkonda
Murgadangal MDO NIT/144 Dated: 30.03.2024
shall mean the rock, soil and ecosystem that lies above the
coal/lignite seam or around the ore body of iron/ bauxite/
manganese/ copper (for the purpose of this RFB) and is
removed during surface mining, and may be used to
restore an exhausted mining site to a semblance of its
appearance before mining began
As defined in the Contract Agreement
Indian Rupee
shall mean this Request for Bid No.
ECL/HQ/CMC/Amarkonda Murgadangal MDO NIT/144
Dated: 30.03.2024 (including all annexures, appendix,
schedules, forms hereto), as amended from time to time
shall mean the Bidder selected pursuant to this RFB
As defined in Paragraph 9.2 of NIT
Words and expressions beginning with capital letters, but not defined shall, unless repugnant
to the context, have the meaning so ascribed in the other provisions of the Bidding
Documents.

4
TABLE OF CONTENTS
Glossary 2
Disclaimer 6
1. SECTION I: INTRODUCTION....................................................................................9
1.1 Background ..........................................................................................................9
1.2 Brief description of the Bidding Process............................................................12
2 SECTION II: INSTRUCTIONS TO BIDDERS (ITB).................................................14
2.1 General Terms of Bidding..................................................................................14
2.2 Eligibility and Qualification Criteria..................................................................15
2.3 Change in composition of the Consortium.........................................................22
2.4 Number of Bids and costs thereof......................................................................22
2.5 Site visit and verification of information ...........................................................22
2.6 Acknowledgement by Bidder.............................................................................22
2.7 Right to accept any Bid, negotiate and to reject any or all Bids ........................23
2.8 Contents of the Bidding Documents ..................................................................24
2.9 Clarifications by Bidders....................................................................................25
2.10 Amendment to Bidding Documents...................................................................25
2.11 Language ............................................................................................................26
2.12 Format and signing of Bid..................................................................................26
2.13 Bid Due Date......................................................................................................26
2.14 Modifications and Withdrawal of Bids ..............................................................26
2.15 Bid Validity........................................................................................................26
2.16 Bid Security........................................................................................................27
2.17 Proprietary data ..................................................................................................28
2.18 Correspondence with the Bidder........................................................................28
2.19 Integrity pact.......................................................................................................28
3 SECTION III: EVALUATION OF BIDS.......................................................................29
3.1 Evaluation parameters........................................................................................29
3.2 Technical Capacity for purposes of evaluation ..................................................29
3.3 Details of Experience .........................................................................................29
3.4 Financial information for purposes of evaluation ..............................................29
3.5 Opening of Bids..................................................................................................29
3.6 Test of responsiveness........................................................................................30
3.7 Clarifications by Authority.................................................................................31
3.8 Evaluation of Bid................................................................................................31
3.9 Selection of Bidder.............................................................................................33
3.10 Contacts during Bid Evaluation .........................................................................34
3.11 Confidentiality....................................................................................................34
4 SECTION IV: FRAUD AND CORRUPT PRACTICES ..............................................35
5 SECTION V: PRE-BID CONFERENCE.......................................................................38
6 SECTION VI: MISCELLANEOUS................................................................................39
PART-I/ COVER-I: BID FOR QUALIFICATION...................................................................................... 40
I Bidder’s Covering Letter £ ...............................................................................................41
Annex - I Details of Bidder......................................................................................44

5
Annex - II Technical Capacity of the Bidder @ .........................................................46
Annex - III Financial Capacity of the Bidder .............................................................48
Annex - IV Statement of Legal Capacity....................................................................50
II Power of Attorney for signing of Bid...............................................................................51
III Power of Attorney for Lead Member of Consortium.......................................................54
IV Joint Bidding Agreement .................................................................................................56
V Joint Operating Agreement ..............................................................................................62
VI Contract Agreement .........................................................................................................74
VII Mine Profile .....................................................................................................................75
Annex - I Geological Information............................................................................76
VIII PROFORMA FOR INTEGRITY PACT .........................................................................77
IX PROFORMA OF MINING SCHEME.............................................................................78
PART-II/ COVER-II: PRICE BID................................................................................................................ 79
X Price Bid...........................................................................................................................80
PART-III: GENERAL ................................................................................................................................... 81
XI Deleted .............................................................................................................................82
XII High Power Committee Recommendations .....................................................................83

6
Disclaimer
The information contained in this RFB or subsequently provided to the Bidder(s), whether
verbally or in documentary or in any other form, by or on behalf of the Authority or any of
its employees or advisors, is provided to the Bidder(s) on the terms and conditions set out
in the Bidding Documents and such other terms and conditions subject to which such
information is provided.
This RFB is not an agreement and is neither an offer nor an invitation by the Authority to
the prospective Bidders or any other person. The purpose of this RFB is to provide
interested parties with information that may be useful to them in making their Bids
including financial offers pursuant to this RFB and for no other purpose, and is not
intended to form the basis of any decision on part of the Bidder(s) to proceed with the Bid.
This RFB includes statements, which reflect various assumptions and assessments arrived
at by the Authority in relation to the Project. Such assumptions, assessments and
statements do not purport to contain all the information that each Bidder may require. This
RFB may not be appropriate for all persons, and it is not possible for the Authority, its
employees or advisors to consider the investment objectives, financial situation and
particular needs of each party who reads or uses this RFB. The assumptions, assessments,
statements and information contained in the Bidding Documents, especially the Mine
Profile, and Contract Agreement 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 RFB and obtain independent
advice in relation to the same from appropriate sources.
Information provided in the Bidding Documents to the Bidder(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. The Authority accepts no
responsibility for the accuracy or otherwise of any interpretation or opinion on law
expressed herein.
The Authority, its employees and advisors make no representation or warranty and shall
have no responsibility or 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 the Bidding Documents or otherwise,
including the accuracy, adequacy, correctness, completeness or reliability of the Bidding
Documents and any assessment, assumption, statement or information contained therein or
deemed to form part thereof or arising in any way from participation in the Bidding
Process. Any liability is accordingly expressly disclaimed by the Authority, its
consultants, partners, affiliates, their respective officers, agents and employees even if any
loss or damage is caused by any act or omission on the part of the Authority, its
consultants, partners, affiliates, their respective officers, agents or employees, whether
negligent or otherwise. Nothing in the Bidding Documents shall be construed as legal,
financial or tax advice.

7
The Authority 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 the Bidding Documents.
By acceptance of this RFB, the Bidders agree that information contained herein
supersedes document(s) or earlier information, if any, in relation to the scope of work/
Project. The Bidding Documents and any information herewith will be superseded by any
later written information on the same subject made available to the recipient by or on
behalf of the Authority.
Each Bidder agrees, understands and accepts that the information contained in the Bidding
Documents is subject to change without notice. Further, in no event, may it be assumed
that there shall be no deviation or change in any of the information mentioned herein. The
Authority 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 the
Bidding Documents.
The issue of the Bidding Documents does not imply that the Authority is bound to select a
Bidder or to appoint the Successful Bidder for the Project and the Authority reserves the
right to reject all or any of the Bidders or Bids without assigning any reason whatsoever.
The Bidding Documents have not been filed, registered or approved in any jurisdiction.
Recipients of the Bidding Documents resident in jurisdictions outside India should inform
themselves of, and observe any applicable legal requirements.
The Authority reserves the right at any time to alter, amend, modify, cancel and recall the
RFB or any part of it.
The Authority is not bound to accept any or all the offers. The Authority reserves the right
to reject any or all the offers without assigning any reason. The Authority further reserves
the right to negotiate with any or all Bidders in relation to their offers. No Bidder shall
have any cause of action or claim against The Authority or its officers, employees,
consultants, agents, successors or assignees for rejection of its offer.
Each Bidder shall bear all its costs associated with or relating to the preparation and
submission of its Bid including the price bid, but not limited to preparation, copying,
postage, delivery fees, expenses associated with any demonstrations or presentations
which may be required by the Authority or any other costs incurred in connection with, or
relating to, its Bid. All such costs and expenses will remain with the Bidder and the
Authority shall not be liable in any manner whatsoever for the same or for any other costs
or other expenses incurred by a Bidder in preparation or submission of its Bid, regardless
of the conduct or outcome of the Bidding Process.
All Bids, including any and all supporting documents submitted therewith, pursuant to the
Bidding Documents, once submitted, shall become the property of the Authority. Provided
however, any intellectual property rights existing in the information contained in such Bid
will remain the property of the Bidder (or other persons, as appropriate) submitting that
Bid. Provided further that the Bidder shall have deemed to have licensed and authorised
the Authority, its officers, employees, advisers, consultants and agents to copy, adapt,
disclose or to use, as the Authority may deem fit, all information and material contained in

8
the Bid for the purposes of the Bidding Process including, without limitation, evaluation
of the Bids.

9
1.1 Background
1.1.1 Eastern Coalfields Limited (the “Authority”) is engaged in opening, development and
operation of coal mines and as part of this endeavour, the Authority has decided to
undertake exploration, planning, development and operation of Amarkonda
Murgadangal coal block (the “Project”) through a mine operator for excavation of
coal and delivery thereof to the Authority. The brief available information of the
Project is given in the mine profile annexed as Appendix VII (the “Mine Profile”) and
the contract agreement annexed as Appendix VI (the “Contract Agreement”).
1.1.2 The “Mine Operator” i.e. the company limited by shares to be promoted and
incorporated under the Companies Act, 2013 by the Successful Bidder prior to
execution of the Contract Agreement, shall be responsible for designing, financing,
procurement, construction, exploration, development, operation and maintenance
activities of the Project under and in accordance with the provisions of the bidding
requirement and Contract Agreement to be entered into between the Mine Operator
and the Authority.
1.1.3 The scope of work of the Mine Operator will broadly include but not limited to
undertake detailed exploration, planning, obtaining physical possession of the land,
development and operation of the mine. The Mine Operator shall undertake detailed
survey, scientific study, hydro-geological study, detailed designing, financing, mine
construction, procurement of mining and other equipment, operation and maintenance
of the mine under the Project for excavation and delivery of coal, and performance of
all other obligations of the Mine Operator in accordance with the bidding requirement
and Contract Agreement. The scope of work includes (but is not limited to) creation
of box cut, haul road construction, removal and transportation of Overburden etc.;
transportation of coal, material, machinery and men; storage, transportation, handling
and use of explosive; supply, installation, operation and maintenance of all mining
and other equipment/machinery; electrical power supply and distribution; lighting
arrangement; drainage and pumping of water; firefighting arrangement; mine
communication and all other provisions for surface infrastructure, coal handling,
railway siding and all other project facilities as required shall be included within the
scope of work for the Mine Operator.
The responsibility of the Mine Operator includes detailed exploration and preparation
of Geological Report; preparation and procuring approval of Mining Plan; preparation
of Detailed Project Report; undertaking rehabilitation and resettlement activities for
project affected persons (“PAPs”) as per the approved R&R plan; procuring
environmental clearance and forest clearance, if required; obtaining applicable
permits, licenses, statutory clearances etc. for exploration, development and operation
of the mine; and performing all other obligations of the Mine Operator in accordance
with the Contract Agreement. The Mine Operator shall be responsible for compliance
of all conditions laid down in the environmental clearance and forest clearance as
issued by the appropriate authority and such other conditions as laid down by the
relevant pollution control board(s) or any other Government Instrumentality. The
1. SECTION I: INTRODUCTION

10
Mine Operator shall employ suitably qualified and skilled persons for the
development and operation of the Project and shall be responsible for payment of
wages to them in accordance with the applicable laws and in consonance with the
recommendations of the High Power Committee Recommendation annexed as
Appendix X. Environmental monitoring and management, including reclamation and
progressive mine closure, will also be the responsibility of the Mine Operator. If the
final mine closure occurs during the period of the Contract Agreement, the
responsibility for undertaking final mine closure shall be that of the Mine Operator.
The Authority shall be the „owner‟ of the Mine under the Project for the purposes of
the Mines Act, 1952 and shall appoint the agent, manager and other statutory
personnel pursuant to the requirements as given under Schedule N of the Contract
Agreement. The Authority shall support, co-operate and facilitate the Mine Operator
in the implementation and operation of the Project in accordance with and subject to
the provisions of the Contract Agreement.
The responsibility of the Authority broadly includes procurement of legal notifications
for land acquisition, submission of an application for Term of Reference (ToR) for
environmental clearance, submission of applications to appropriate authority for
environmental clearance and forest clearance (if any). The Authority shall reimburse
the direct and documented cost incurred by the Mine Operator for R&R activities. The
statutory cost incurred by the Mine Operator for procuring environmental clearance
and forest clearance shall also be reimbursed by the Authority.
Bidders should note that the matters described above in this Clause 1.1.3 are
indicative in nature. Bidders are expected to review the Contract Agreement in detail
which contains the detailed terms of the respective obligations and responsibilities of
the Mine Operator and Authority, and which will govern the actual relationship
between the parties.
1.1.4 The Bidders have to submit a scheme (the “Mining Scheme”) with their Bids
incorporating the proposed exploration programme and proposed production
schedule for 25 (twenty five) years or until the life of the mine as proposed by the
Bidder, whichever is earlier, coal seams to be worked, major machineries to be used
etc. It is clarified that the Appointed Date as defined in the Contract Agreement
shall be considered as zero date for the proposed production schedule. During
preparation of the Mining Scheme, the Bidder is required to adhere to the Minimum
Extractable Reserve of 94.00 (ninety four) million tonne from the Project and peak
rated capacity 6.0 (six) million tonne per year considering the Mine Profile set forth
in Appendix VII. However the Bidder shall consider the estimated total extractable
reserve of 94.00 (ninety four) million tonne during preparation of Mining Plan. The
format for the preparation of the Mining Scheme is given in Appendix IX.
1.1.5 In consideration of the excavation and delivery of coal, the Authority shall pay to the
Mine Operator, a mining charge per tonne of coal delivered by the Mine Operator in
accordance with the provisions of the Contract Agreement (the “Mining Charge”).
Additionally, upon completion of detailed exploration in accordance with the
modified Indian Standard Procedure for Coal Resource Estimation, 2017 (as amended
from time to time) and with the provisions of the Contract Agreement, the Mine

11
Operator shall have to prepare and submit a Geological Report to the Authority. On
written approval of the Geological Report by the Authority, a fixed exploration charge
of Rs. 10,63,78,493 (Rupees ten crore sixty three lakh seventy eight thousand four
hundred ninety three only) shall be paid by the Authority to the Mine Operator in
accordance with the provisions of the Contract Agreement (the “Exploration
Charge”). It is hereby clarified that the exploration cost in excess of Exploration
Charge, cost for preparation of Mining Plan and Detailed Project Report shall also
deemed to be included in the Mining Charge.
Upon Authority‟s written approval of the Geological Report, the Mine Operator shall
have to prepare and procure approval of the Mining Plan and Detailed Project Report
in accordance with the Contract Agreement and Applicable Laws. During preparation
of the Mining Plan & Detailed Project Report the proposed production schedule as
provided in the Mining Scheme shall be adhered to. However, if it is required to
change the proposed production schedule of the Mining Plan/Detailed Project Report
from that provided in the Mining Scheme, the same shall be informed to the Authority
with proper justification, prior to approval of the Mining Plan. If the justification is
acceptable to the Authority, the Mine Operator may be allowed to increase or
decrease the proposed production schedule by up to 20% (twenty percent) for any
Accounting Year. If the Authority accepts the proposed change in proposed
production schedule, the revised production schedule may be incorporated in the
Mining Plan. If the Authority rejects the proposed change in the proposed production
schedule, the originally proposed production schedule as provided in the Mining
Scheme shall be considered for the Mining Plan.
After approval of the Mining Plan and preparation of Detailed Project Report, if it is
assessed by the Mine Operator that the Project is not viable for the Mine Operator
with the Mining Charge to be received, the Mine Operator may terminate the Contract
Agreement without forfeiture of the Performance Security and additional performance
guarantee, if any, deposited with the Authority. It is hereby clarified that the Authority
shall not be liable to pay any amount for preparation of the Mining Plan and Detailed
Project Report to the Mine Operator. However, the reports submitted to the Authority
by the Mine Operator shall be the property of the Authority.
Similarly, on receiving of the Detailed Project Report, if it is determined by the
Authority that the Project is not viable for the Authority, the Authority may terminate
the Contract Agreement with no obligation to either Party. However in such case, an
additional amount of Rs. 2,65,94,623 (Rupees two crore sixty five lakh ninety four
thousand six hundred twenty three only) shall be paid to the Mine Operator along
with the return of the Performance Security and additional performance guarantee, if
any, deposited with the Authority.
The provision to terminate the Contract Agreement, as set out in more detail at clause
2.2 of the Contract Agreement, for either Party shall be valid only for the duration of
30 (thirty) days from the date of submission of approved Mining Plan or date of
submission of Detailed Project Report, whichever is later. If neither Party exercises its
right to terminate the Contract Agreement within the stipulated time period of 30
(thirty) days, the Contract Agreement shall continue to be in full force and effect.
1.1.6 As part of the Bidding Documents, the Authority has provided a Contract Agreement
which sets forth the detailed terms and conditions of the Project, including the
exploration, development, operation and maintenance of the mine, excavation and

12
delivery of coal and rights and obligations of the Mine Operator. The Contract
Agreement should be read and understood by the Bidders.
1.1.7 The statements and explanations contained in this RFB are intended to provide a better
understanding to the Bidders about the subject matter of this RFB and should not be
construed or interpreted, as limiting, in any way or manner the scope of services and
obligations of the Mine Operator as set forth in the Contract Agreement or the
Authority's rights to amend, alter, change, supplement or clarify the scope of work, the
Contract Agreement or the terms thereof or herein contained. Consequently, any
omissions, conflicts or contradictions in the Bidding Documents, including this RFB,
are to be noted, interpreted and applied appropriately to give effect to this intent, and
no claims on that account shall be entertained by the Authority.
1.1.8 The Bidders would be required to furnish all the information specified in this RFB.
The Bidders are advised to visit the site and familiarise themselves with the Project
before submitting their Bids. Further, the Bidders are invited to examine the Project in
detail, and to carry out, at their cost, such studies as may be required for submitting
their respective Bids.
1.1.9 The Authority invites Bids (through GeM Portal) from eligible Bidders pursuant to
this RFB in accordance with the terms set forth in the Bidding Documents for
exploration, development and operation of the Project for excavation and delivery of
coal to the Authority, and all the Bids shall be prepared and submitted in accordance
with such terms on or before the Bid Due Date.
1.2 Brief description of the Bidding Process
1.2.1 The Authority has adopted a single stage two-part process (referred to as the “Bidding
Process”) for award of the Project to the Successful Bidder. All the Bids are to be
submitted online and on the website http://www.gem.gov.in. The Bidders are to
submit offers in 2 (two) parts in the links “Part-I/ Cover I” and “Part-II/ Cover II” as
follows:
Part-I/ Cover I:
1. Bidder’s Covering Letter;
2. Details of Bid Security;
3. Information on qualifying criteria as detailed at Paragraph 9 and Paragraph 10 of
NIT including necessary scanned documents as elaborated there.
4. A Mining Scheme as detailed in Clause No. 1.1.4 in the proforma given in
Appendix IX.
Part-II/ Cover II: Price Bid.
No Bid shall be accepted offline.
1.2.2 In order to submit a Bid, the Bidders have to get themselves registered online on GeM
Portal.
1.2.3 In order to become an eligible bidder, the Bidders shall have to accept unconditionally
all the terms and conditions of the RFB, the Contract Agreement and other terms and
conditions forming part of the Bidding Documents, along with the online undertaking
in support of the authenticity of the declarations regarding the facts, figures,

13
information and documents furnished by the Bidders online. No conditional Bid shall
be accepted. The Authority makes no representation or warranty, express or implied,
as to the accuracy, correctness and completeness of the information contained in the
Bidding Documents. Each Bidder must conduct its/his own investigation and analysis
and should check the accuracy, reliability and completeness of the information and
obtain independent professional advice on the legal, financial, regulatory and taxation
consequences of entering into any agreement or arrangement in relation to the same
from appropriate sources to satisfy itself that the Bidding Documents are complete in
all respects.
1.2.4 It shall be the Bidders‟ responsibility to comply with the system requirements i.e.
hardware, software and internet connectivity to access the GeM Portal and to submit
the Bids online. Under any circumstances, the Authority shall not be liable to any of
the Bidders for any direct/indirect loss or damages incurred by any Bidder as a result
of, or arising out of, or related to incorrect use of the GeM Portal system or internet
connectivity failures.
1.2.5 The Bidders are required to understand and comply with the GeM Portal procedure for
submission of Bids online and are required to submit their Bids in compliance with
the GeM Portal procedure. Insufficient or lack of knowledge of e-tendering process
shall not excuse the Bidder from complying with the requirements of the Bidding
Document and any Bids not in compliance with the GeM Portal procedure shall be
liable for rejection.

14
A. GENERAL
2.1 General Terms of Bidding
2.1.1 The Mine Profile is being provided as a reference document by way of assistance to
the Bidders for submitting their Bids. Nothing contained in the Mine Profile shall
confer any right on the Bidders, and the Authority shall not be bound by, and shall
have no liability whatsoever, in relation to, or arising out of, any or all contents /
provisions of the Mine Profile. The Bidders are expected to carry out their own
surveys, investigations and other detailed examination of the Project before submitting
their Bids.
2.1.2 Notwithstanding anything to the contrary contained in the Bidding Documents, the
detailed terms specified in the Contract Agreement shall have an overriding effect;
provided, however, that any conditions or obligations imposed on the Bidder
hereunder shall continue to have effect in addition to its obligations under the Contract
Agreement.
2.1.3 The Bids must be in compliance with the requirements, specifications, and other
applicable attachments, including all other terms and conditions mentioned in this
RFB and the other Bidding Documents. Any Bid containing any exceptions/
deviations to the terms and conditions (except in accordance with the Bidding
Documents) shall be liable to be rejected at the sole discretion of the Authority. Any
condition or qualification or any other stipulation contained in the Bid of any Bidder
shall render the Bid liable for rejection as a non-responsive Bid.
2.1.4 The Bids and all communications/ clarifications in relation to, or concerning, the
Bidding Documents shall be in English language.
2.1.5 The Bidding Documents provided by the Authority are, and shall remain, or become,
the property of the Authority and are transmitted to the Bidders solely for the purpose
of preparation and submission of a Bid in accordance herewith. The 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 Bids. The provisions of this Clause 2.1.5
shall also apply mutatis mutandis to the Bids and all other documents submitted by the
Bidders, and the Authority will not return to the Bidders any Bid or document or
information provided along therewith.
2.1.6 Non-compliance with any of the bidding instructions may lead to rejection of the Bid.
2.1.7 This RFB is not transferable.
2.1.8 Any award of the Project pursuant to this RFB shall be subject to the terms of the
Contract Agreement and other Bidding Documents.
2 SECTION II: INSTRUCTIONS TO BIDDERS (ITB)

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2.2 Eligibility and Qualification Criteria
2.2.1 Eligible Bidders
(a) Bids may be submitted by a single Bidder or a Consortium formed by a
maximum of 3 (three) Members, which satisfy the qualification criteria
stipulated in the Bidding Documents. Where the Bidder is a Consortium, it shall
comply with the conditions set out in Clause 2.2.7 below.
(b) 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. In the event of disqualification, the Authority shall be entitled to
forfeit and appropriate the Bid Security or Performance Security, as the case may
be, as mutually agreed genuine pre-estimated loss and damage likely to be suffered
and incurred by the Authority and not by way of penalty for, inter alia, the time,
cost and effort of the Authority (the “Damages”), without prejudice to any other
right or remedy that may be available to the Authority under the Bidding
Documents and/ or the Contract Agreement or otherwise. A Bidder shall be deemed
to have a Conflict of Interest affecting the Bidding Process, if:
i. Participation by a Bidder, its Member or Associate (or any constituent thereof)
that are either involved in the consultancy contract to which this
tender/procurement is linked; or
ii. If they are part of more than one bid in the tender/procurement; or
iii. (If the Bidder, its Member or Associate (or any constituent thereof) have
relationships or business transactions with any official of procuring entity
Authority who are directly related to tender or execution process of contract;
or
iv. Improper use of information obtained by the (prospective) bidder from the
procuring entity Authority with an intent to gain unfair advantage in the
Bidding Process/procurement process or personal gain.
Note: If Members/partners of any Consortium involved in the participation and/or
execution of some other project of Authority, participates in the present tender as an
individual or as a Member/partner in a different Consortium, the same shall not be
construed as conflict of interest subject to above stipulations.
(c) A Bidder shall be liable for disqualification and forfeiture of the Bid Security or
Performance Security, as the case may be, if any legal, financial or technical
adviser of the Authority 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 during the Bidding Process or subsequent
to the (i) issue of the LOA or (ii) execution of the Contract Agreement. In the
event any such adviser is engaged by the Successful Bidder after issue of the
LOA or execution of the Contract Agreement for matters related or incidental to
the Project, then notwithstanding anything to the contrary contained herein or in
the LOA or the Contract Agreement and without prejudice to any other right or
remedy of the Authority, including the forfeiture and appropriation of the Bid

16
Security or Performance Security, as the case may be, which the Authority may
have under the LOA or the Contract Agreement, as the case may be, shall be
liable to be terminated without the Authority being liable in any manner
whatsoever to the Successful Bidder for the same. 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 RFB for the Project.
In addition, this disqualification shall not apply where such adviser is engaged
after a period of 3 (three) years from the Commercial Operation Date of the
Project.
(d) Any entity which has been barred by Coal India Limited or any subsidiary of
Coal India Limited or the Ministry of Coal, Government of India, from
participating in any project and the bar subsists as on the date of the Bid, would
not be eligible to submit a Bid, either individually or as Member of a
Consortium.
2.2.2 Technical Capacity
For demonstrating its technical capacity and experience (the “Technical Capacity”),
the Bidder shall have carried out, for itself or as a contractor or sub-contractor,
„excavation and transportation‟ of Overburden by mechanized means and/or
„excavation and transportation‟ of coal/ lignite/ iron ore/ bauxite/ manganese ore/
copper ore by mechanized means during the past 7 (seven) years ending on the last
day of the February 2024, such that the total composite volume of such „excavation
and transportation‟ during any period of 1 (one) year (consecutive 365 days) (the
“qualifying period”) within the aforesaid period of 7 (seven) years is more than 20
million cubic meter, (the “qualifying quantity”), from maximum 5 (five) opencast
mines of coal/ lignite/ iron/ bauxite/ manganese/ copper; provided that the quantity
handled in at least one mine should not be less than 8 million cubic meter.
For the purpose of the Bid, the specific gravity of coal, lignite, iron ore, bauxite,
manganese ore and copper ore shall be considered as 1.6, 1.15, 4.0, 2.4, 3.7 and 3.0
respectively.
The start date and end date of the qualifying period shall be specified by the Bidder.
The start date and end date of each work claimed for qualifying experience shall fall
on or within the dates specified in the qualifying period.
If the Bidder was a consortium member in the claimed work experience, then the
eligible executed volume of work shall be arrived at by multiplying the percentage
share of the Bidder (as part of such consortium) by the actual volume of the work
executed. If the percentage share of the Bidder as a consortium member was less than
26%, such work experience shall not be considered. In this regard, a certificate from
the client showing the percentage share of work experience shall be submitted. In
case, the percentage of share of the Bidder in the consortium is not specified, the
percentage share of each member shall be considered equal for the purpose of the
Technical Capacity.
In case the Bidder was a sub-contractor in the claimed work experience, the Technical
Capacity will be considered on the basis of the actual volume of work executed by the
sub-contractor.

17
2.2.3 Financial Capacity
The Bidder shall have a minimum average Total Income during the 3 (three) financial
years as chosen by the Bidder from the 4 (four) immediately completed consecutive
financial years as on date of invitation of Bids, of Rs. 201,60,00,000 (Indian Rupees
two hundred one crore sixty lakhs only) and a minimum Net Worth of Rs.
67,20,00,000 (Indian Rupees sixty seven crore twenty lakhs only) at the close of
the latest financial year among the 3 (three) financial years as chosen by the Bidder
(the “Financial Capacity”).
It is hereby clarified that the 3 (three) financial years chosen by the Bidder shall be the
same and applicable for each Member (where the Bidder is a Consortium) and the
Associate(s), whose Financial Capacity is furnished and relied upon by the Bidder.
It is further clarified that the Bidder (or each Member of the Consortium where the
Bidder is a Consortium) and its Associate, whose Technical Capacity and/ or
Financial Capacity is furnished and relied upon by the Bidder, shall have positive Net
Worth.
2.2.4 Associates
(i) In computing the Technical Capacity and Financial Capacity of a Bidder (or any
Member(s) thereof where the Bidder is a Consortium) the Technical Capacity
and Financial Capacity of its Associates would also be eligible hereunder. It is
clarified that a Bidder (or any Member(s) thereof where the Bidder is a
Consortium) will be permitted to submit and rely upon the experience of only 1
(one) Associate for the purpose of qualification and eligibility under this RFB.
(ii) For purposes of this RFB, the expression “Associate” means, in relation to the
Bidder/ Member, a person who is controlled by such Bidder/ Member. As used
in this definition, the expression “control” means, with respect to a person
which is a company or corporation, (a) the right to appoint, or cause the
appointment of, more than 50% (fifty per cent) of the members of the board of
directors (or similar governing body) of such person; or (b) 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.
(iii) No change in control of an Associate of the Bidder or Member whose Technical
Capacity and/ or Financial Capacity is furnished and relied upon by the Bidder
for the purpose of eligibility and qualification under this RFB, shall be permitted
during the Bidding Process and, if the Project is awarded to such Bidder, until
the expiry of a period of 2 (two) years from the Commercial Operation Date of
the Project.
(iv) Without prejudice to sub-clause (iii) above, in the event of a change in control
of any Associate of the Bidder or Member (where the Bidder is a Consortium)
whose Technical Capacity and/ or Financial Capacity is furnished and relied
upon by the Bidder for the purpose of eligibility and qualification under this
RFB, the Bidder shall inform the Authority forthwith along with all relevant
particulars and the Authority may, in its sole discretion, disqualify such Bidder/
reject its Bid or withdraw the LOA, as the case may be. In the event such change

18
in control occurs after signing of the Contract Agreement, it would,
notwithstanding anything to the contrary contained in the Contract Agreement,
be deemed a breach thereof, and the Contract Agreement may be liable to be
terminated without the Authority being liable to the Bidder in any manner
whatsoever.
2.2.5 The Bidder shall furnish the requisite documents listed in Paragraph 9 and Paragraph
10 of NIT.
2.2.6 The Successful Bidder (whether a single entity or a Consortium) shall be required to
promote and incorporate a company limited by shares under the provisions of the
(Indian) Companies Act, 2013 as a special purpose vehicle (the “SPV”) to execute the
Contract Agreement with the Authority for exploration, development and operation of
the Project. The subscribed and paid up equity share capital of the SPV shall be at
least 20% (twenty percent) of the value arrived by multiplying the maximum coal
production in a year (as proposed in the Mining Scheme) with the quoted Mining
Charge (the “Annual Contract Value”). The board of directors of the SPV so
incorporated shall have at least 1 (one) director representing: (a) the Bidder (where the
Bidder is a single entity); or (b) each Member of the Consortium (where the Bidder is
a Consortium). In the event the Bidder is a single entity (and not a Consortium),
subject to the provision of the Contract Agreement, the Bidder shall hold not less than
75% (seventy-five per cent) of the subscribed and paid up equity share capital of the
SPV at all times during the tenure of the Project.
NOTE:
The SPV/ Mine Operator (whether a single entity or a Consortium) shall be registered
in GeM Portal as a Service Provider (SP). It shall submit the Performance Security
within 90 (ninety) days as per Article 9 of Contract Agreement. GeM will update the
Service Provider details on demand through backend which will enable the Authority
to execute the Contract Agreement with the SPV/ Mine Operator.
2.2.7 In case the Bidder is a Consortium, the following requirements must be complied with:
(a) number of Members shall not exceed 3 (three); and each Member shall be a
single entity (and not a consortium in itself).
(b) the Lead Member shall hold at least 26% (twenty-six per cent) of the paid up
and subscribed share capital of the SPV;
(c) the Bid should include a brief description of the roles and responsibilities of
each Member, particularly with reference to financial and technical
obligations;
(d) in case the Project is awarded to the Consortium, the Contract Agreement shall
be signed by all the Members so as to be legally binding on all the Members;
(e) Members of the Consortium shall enter into a binding joint bidding agreement,
substantially in the form annexed as Appendix IV (the “Joint Bidding
Agreement”), for the purpose of making and submitted a Bid. The Joint
Bidding Agreement, to be submitted along with the Bid, shall, inter alia:
(i) convey the intent to form an SPV with shareholding/ ownership equity
commitment(s) in accordance with this RFB, which would enter into

19
the Contract Agreement and subsequently perform all the obligations
of the Mine Operator in terms of the Contract Agreement, in case the
Project is awarded to the Consortium;
(ii) clearly outline the proposed roles and responsibilities of each Member;
(iii) commit the minimum equity stake to be held by each Member in the
SPV;
(iv) commit that each of the Members, whose technical and financial
experience will be evaluated for the purposes of this RFB, shall each
subscribe to 26% (twenty six per cent) or more of the paid up and
subscribed equity share capital of the SPV and shall further commit
that each such Member shall, for a period starting from the date of
incorporation of the SPV until the second anniversary of the date of
commercial operation (as defined in the Contract Agreement) of the
Project, hold at least: 26% (twenty six per cent) of the subscribed and
paid up equity share capital of the SPV;
(v) subject to Clause 2.2.7(e)(iv) above and the provision of the Contract
Agreement, commit that Members of the Consortium shall collectively
hold not less than 75% (seventy-five per cent) of the subscribed and
paid up equity share capital of the SPV at all times during the tenure of
the Project.
It is hereby clarified that the Consortium with 3 (three) Members shall
collectively hold more than 75% (seventy-five per cent) of the
subscribed and paid up equity share capital of the SPV by fulfilling the
provisions of Clause 2.2.7(e)(iv) above. However, for the Consortium
with only 2 (two) Members to collectively hold more than 75%
(seventy-five per cent) of the subscribed and paid up equity share
capital of the SPV, one or both Members shall have to hold more than
26% (twenty six per cent) of the subscribed and paid up equity share
capital of the SPV;
(f) except as provided under this RFB and the other Bidding Documents, there
shall not be any amendment to the Joint Bidding Agreement without the prior
written consent of the Authority; and
(g) commit that in no event shall the subscribed and paid up equity share capital
of the SPV be less than 20% (twenty per cent) of the Annual Contract Value.
NOTE:
For Consortium which do not have PAN, GST at the time of bidding in GeM Portal,
below is the alternate solution for them:
(a) Lead Member of Consortium shall participate in the Bid on behalf of the
Consortium since the Consortium at this stage of Bid has not been registered
as a Company.
(b) Once the Consortium has been selected as Successful Bidder, Authority will
issue LOA to the above Lead Member of the Consortium. The Consortium
will thereafter form a SPV/ Mine Operator to execute this Contract under
Clause 2.2.6 and 2.2.7 of RFB and obtain PAN, GST etc. in the name of the
SPV/ Mine Operator. The SPV/Mine Operator shall be registered in GeM

20
Portal as a new Service Provider (SP). It shall submit the Performance
Security within 90 (ninety) days as per Article 9 of Contract Agreement. GeM
will update the new SP details on demand through back-end which will enable
the Authority to execute Contract Agreement with the SPV/ Mine Operator.
2.2.8 The following conditions shall be adhered to while submitting a Bid:
(a) Bidders should upload 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;
(b) information supplied by a Bidder (must apply to the Bidder, Member (s), if the
Bidder is a Consortium) or Associate named in the Bid and not unless
specifically requested, to other associated companies or firms; and
(c) in responding to the qualification submissions, Bidders should demonstrate
their capabilities in accordance with Clause 3.1 below.
2.2.9 For the Bidder (including each Member, where the Bidder is a Consortium) from any
country outside India, the following provisions shall apply:
(a) where, on the date of the Bid, not less than 15% (fifteen per cent) of the
aggregate issued, subscribed and paid up share capital of a Bidder or its
Member(s) is held by persons resident outside India or where a Bidder or its
Member(s) is controlled by persons resident outside India; or
(b) if at any subsequent stage after the date of the Bid, there is an acquisition of
not less than 15% (fifteen per cent) of the aggregate issued, subscribed and
paid up equity share capital or control, by persons resident outside India, in or
of the Bidder or its Member(s):
then the qualification of such Bidder or in the event described in sub-clause (b) above,
the continued qualification of the Bidder shall be subject to approval of the Authority
from national security and public interest perspective. The decision of the Authority in
this behalf shall be final, conclusive and binding on the Bidder.
The holding or acquisition of equity or control, as stated above, shall include direct or
indirect holding/ acquisition, including by transfer, of the direct or indirect legal or
beneficial ownership or control, by persons acting for themselves or in concert and in
determining such holding or acquisition, the Authority shall be guided by the
principles, precedents and definitions contained in the Securities and Exchange Board
of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, or any
substitute thereof, as in force on the date of such acquisition.
The Bidder shall promptly inform the Authority of any change in the equity
shareholding, as above, and failure to do so shall render the Bidder liable for
disqualification from the Bidding Process.
The Bidder or each Member (where the Bidder is a Consortium) shall fulfil all
conditions for it to be considered eligible to submit its bid in terms of the General
Financial Rules, 2017 read with the OM no. F.No.6/18/2019-PPD dated 23 July 2020
issued by the Public Procurement Division, Department of Expenditure, Ministry of

21
Finance, Government of India, as amended or supplemented (“Indian Public
Procurement Laws”).
In addition, the Bidder or each Member, as the case may be, shall comply with the
provisions under the Foreign Exchange Management Act, 1999 read with all rules,
regulations, circulars, guidelines and notifications issued thereunder (as amended from
time to time), including but not limited to Press Note No. 3 (2020 Series) dated 17
April 2020 and the Consolidated FDI Policy (effective from 15 October 2020) issued
by the Department for Promotion of Industry and Internal Trade (FDI Policy Section),
Ministry of Commerce and Industry, Government of India.
In this regard, the Bidder shall:
(a) submit an undertaking in the format given in Enclosure-III of the NIT with
respect to the ultimate beneficial ownership of the Bidder (or each Member, in
case the Bidder is a Consortium), as the case may be;
(b) disclose its ultimate beneficial ownership, in light of Press Note No. 3 (2020
Series) dated 17 April 2020 read with the Consolidated FDI Policy (effective
15 October 2020) issued by the Department for Promotion of Industry and
Internal Trade (FDI Policy Section), Ministry of Commerce and Industry,
Government of India, as amended from time to time. For the purposes of this
sub-clause determination of „beneficial owner‟ shall be made in accordance
with the Foreign Exchange Management Act, 1999 read with all rules,
regulations, circulars, guidelines and notifications issued thereunder (as
amended from time to time); and
(c) ensure that the beneficial owner(s) of the Bidder do not belong to any country
which shares a land border with India.
2.2.10 For the purpose of Financial Capacity of the Bidder, the Bidder shall choose any 3
(three) financial years from the 4 (four) immediately completed consecutive financial
years, as on date of invitation of Bids. However, the 3 (three) financial years chosen
by the Bidder shall be the same and applicable for each Member (in case of
Consortium) and the Associate(s), whose Financial Capacity is furnished and relied
upon by the Bidder.
2.2.11 A validly executed, adequately stamped and legally enforceable Joint Operating
Agreement in the form prescribed at Appendix V to this RFB (the “JOA” or “Joint
Operating Agreement”) is required to be submitted by the Bidder along with its Bid,
where the Bidder furnishes and relies upon the Technical Capacity of any of the: (a)
Associate(s) (where the Bidder is either a single entity or Member(s) of Consortium);
and/or (b) Member(s) of the Consortium (where the Bidder is a Consortium). For
avoidance of doubt, it is hereby clarified that depending upon the reliance placed by
the Bidder upon the Technical Capacity of Associate(s) and/or Member(s) of
Consortium, as provided in this Clause 2.2.11, the JOA shall be executed
between/among (a) all the Members of the Consortium (where Bidder is a
Consortium); or (b) all the Members of the Consortium and Associate(s) (where
Bidder is a Consortium); or (c) the Bidder (where Bidder is a single entity) and the
Associate(s), as the case may be.

22
The validity of the JOA shall be 2 (two) years from the COD in terms of the Contract
Agreement.
In addition, each of the executants of the JOA shall be required to submit an additional
performance guarantee for an amount of equivalent to 1% (one per cent) of the
Annual Contract Value in Indian Rupees, within 60 (sixty) days from the date of
issuance of the LOA. This additional performance guarantee in the form of an
irrevocable and unconditional bank guarantee in the prescribed format given in
Annex-I of Appendix-V in favour of the Authority shall be kept valid and operative up
to 90 (ninety) days after the expiry of the validity of JOA.
2.3 Change in composition of the Consortium
No change in the Members of a Consortium will be permitted without the prior written
permission of the Authority.
2.4 Number of Bids and costs thereof
2.4.1 A Bidder cannot submit multiple Bids for the Project, either as a single entity and/or
as a part of a Consortium by forming multiple consortia with different Members.
2.4.2 Bidders shall be responsible for all the costs and expenses associated with the
preparation, submission and negotiation of their Bid and their participation in the
Bidding Process (including without limitation, costs associated with the submission of
information additionally requested and with its preparation for and attendance at
clarification meetings). The Authority will not be responsible or in any way liable for
such costs, regardless of the conduct or outcome of the Bidding Process or evaluation.
2.5 Site visit and verification of information
Bidders are encouraged to submit their respective Bids after visiting the Project site
and ascertaining for themselves the site conditions, geological data, 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.
2.6 Acknowledgement by Bidder
2.6.1 It shall be deemed that by submitting a Bid, the Bidder has:
(a) made a complete and careful examination of the RFB, the Contract Agreement
and other Bidding Documents;
(b) received all relevant information requested by it from the Authority;
(c) accepted the risk of inadequacy, error or mistake in the information provided
in the RFB and other Bidding Documents or furnished by or on behalf of the
Authority relating to any of the matters referred to in Clause 2.5 above;
(d) satisfied itself about all matters, things and information including matters
referred to in Clause 2.5 hereinabove, necessary and required for submitting an
informed Bid, execution of the Project in accordance with the Contract

23
Agreement and other Bidding Documents and performance of all of its
obligations thereunder;
(e) acknowledged and agreed that any inadequacy, lack of completeness or
incorrectness of information provided in the Bidding Documents or ignorance
of any of the matters referred to in Clause 2.5 hereinabove shall not be a basis
for any claim for compensation, damages, extension of time for performance
of its obligations, loss of profits etc. from the Authority, or a ground for
termination of the Contract Agreement by the Bidder;
(f) acknowledged that it does not have a Conflict of Interest; and
(g) agreed to be bound by the undertakings provided under and in terms of the
Bidding Documents including the Contract Agreement.
2.6.2 The Authority 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 RFB or the Bidding Process, including any error or mistake therein, or
in any information or data given by the Authority.
2.7 Right to accept any Bid, negotiate and to reject any or all Bids
2.7.1 Notwithstanding anything contained in this RFB, the Authority reserves the right to
accept, negotiate or reject any Bid and to annul the Bidding Process and reject all Bids
(in whole or part) at any time without any liability or any obligation for such
acceptance, rejection or annulment, and without assigning any reasons therefore.
2.7.2 The Authority reserves the right to reject any Bid or price bid and appropriate the Bid
Security if at any time a material misrepresentation is made or uncovered. Such
misrepresentation shall lead to disqualification of the Bidder. If such disqualification/
rejection occurs after the Bids have been opened and the lowest Bidder gets
disqualified/ rejected, then the Authority reserves the right to take any such measure
as may be deemed fit in the sole discretion of the Authority, including annulment of
the Bidding Process. In case the Bidding Process is annulled by the Authority in
accordance with the Bidding Documents, it will refund the Bid Security within 30
(thirty) days without any interest.
2.7.3 In case it is found during the evaluation process or at any time before signing of the
Contract Agreement or after its execution and during the period of subsistence thereof,
that one or more of the conditions for qualification have not been met by the Bidder,
or the Bidder has made misrepresentation or has given any incorrect or false
information to the extent that had the correct or true information been made available
to the Authority at the time of Bid evaluation, the Bid would have been declared
ineligible or unsuccessful, its Bid shall be rejected and the concerned Bidder shall be
disqualified forthwith if not yet appointed as the Mine Operator either by issue of the
LOA or entering into of the Contract Agreement. If the Bidder has already been issued
the LOA or has entered into the Contract Agreement, as the case may be, the same
shall, notwithstanding anything to the contrary contained therein or in this RFB, be
liable to be terminated, by a communication in writing by the Authority to the Mine
Operator, without the Authority being liable in any manner whatsoever. In such an
event, the Authority shall be entitled to forfeit and appropriate the Bid Security or
Performance Security, as the case may be, as Damages, without prejudice to any other

24
right or remedy which the Authority may have under this RFB, the Bidding
Documents, the Contract Agreement or otherwise.
2.7.4 The Authority reserves the right to verify all statements, information and documents
submitted by the Bidders in response to the RFB or the Bidding Documents and the
Bidders shall, when so required by the Authority, make available all such information,
evidence and documents as may be necessary for such verification. Any such
verification or lack of such verification by the Authority shall not relieve the Bidder of
its obligations or liabilities hereunder nor will it affect any rights of the Authority
thereunder.
2.7.5 Bids not complying with the requirements of the Bidding Documents shall be liable
for rejection.
2.7.6 Bids, which are not complete in all respects shall be liable for rejection without any
requirement of intimation to the Bidders.
B. DOCUMENTS
2.8 Contents of the Bidding Documents
2.8.1 The scope of work, bidding procedures, contract terms and technical requirements are
prescribed in the Bidding Documents. The “Bidding Documents” include the
following:
(i) NIT
(ii) RFB containing the following:
Section I Introduction
Section II Instructions to Bidders
Section III Evaluation of Bids
Section IV Fraud & Corrupt Practices
Section V Pre-Bid Conference
Section VI Miscellaneous
Appendices
Part-I/ Cover-I: Bid for Qualification
Appendix-I: Format of Bidder’s Covering Letter
Annex-I: Details of Bidders
Annex-II: Technical Capacity of Bidders
Annex-III: Financial Capacity of Bidders
Annex-IV: Statement of Legal Capacity
Appendix-II: Power of Attorney for signing of Bid
Appendix-III: Power of Attorney for Lead Member of Consortium
Appendix-IV: Joint Bidding Agreement for Consortium
Appendix-V: Format for Joint Operating Agreement
Appendix-VI: Format of Contract Agreement
Appendix-VII: Mine Profile
Appendix-VIII: Proforma for Integrity Pact
Appendix-IX: Proforma for Mining Scheme
Part-II/ Cover-II: Price Bid
Part-III: General

25
Appendix-X: Deleted
Appendix-XI: High Power Committee Recommendations
2.8.2 The Contract Agreement and the Mine Profile provided by the Authority as part of
Bidding Documents shall be deemed to be part of this RFB.
2.8.3 The Bidder is expected to examine all instructions, forms, terms, conditions,
specifications and other information in the Bidding Documents. Failure to furnish all
information required as per the Bidding Documents or submission of a Bid not
substantially responsive to the Bidding Documents in every respect will be at the
Bidder’s risk and may result in rejection of its Bid.
2.9 Clarifications by Bidders
2.9.1 A Bidder requiring any clarification of the RFB Documents may post their request for
clarification on GeM Portal. The Authority will respond to any request for
clarification which is received not later than the date of Pre-Bid conference. The
Authority will post the clarifications at GeM Portal (https://gem.gov.in/) through
“View Corrigendum” tab and Bidders can view these clarifications once they are
posted at GeM Portal (https://gem.gov.in/) at “View Corrigendum” Tab. Bidders are
advised to regularly check GeM website (https://gem.gov.in/) regarding posting of
clarification, if any. Regularly checking GeM Website regarding posting of
clarification by the Authority shall be the sole responsibility of bidders. The Authority
shall have no obligation to send notification/communication regarding posting of
clarification to the bidders.
2.9.2 The Authority shall endeavour to respond to the questions raised or clarifications
sought by the Bidders. However, the Authority 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 the Authority to respond to any
question or to provide any clarification.
2.9.3 The Authority may also on its own motion, if deemed necessary, issue interpretations
and clarifications. All clarifications and interpretations issued by the Authority shall
be deemed to be part of the Bidding Documents. Verbal clarifications and information
given by Authority or its employees or representatives shall not in any way or manner
be binding on the Authority.
2.10 Amendment to Bidding Documents
2.10.1 At any time prior to the Bid Due Date, the Authority may, for any reason, whether at
its own initiative or in response to clarifications requested by a Bidder (or pursuant to
the Pre-Bid Conference), modify the Bidding Documents by the issuance of any
addendum.
2.10.2 Any addendum thus issued will be uploaded on the portal and will be binding on the
Bidders. In order to afford the Bidders a reasonable time for taking an addendum into
account, or for any other reason, the Authority may, in its sole discretion, extend the
Bid Due Date.
2.10.3 The corrigendum(a)/ Amendment(s) will be posted at GeM website
(https://gem.gov.in) for viewing by the Bidder at “View Corrigendum” Tab. Bidders
are also advised to regularly check GeM website (https://gem.gov.in/) regarding

26
posting of Amendment, if any. Regularly checking GeM Website regarding posting of
corrigendum(a)/ Amendment(s) by the Authority shall be the sole responsibility of
bidders. The Authority shall have no obligation to send notification/communication
regarding posting of corrigendum(a) / Amendment(s) to the bidders.
C. PREPARATION AND SUBMISSION OF BIDS
2.11 Language
The Bids and all related correspondence, information and documents in relation to the
Bids shall be in the English language. Supporting documents and printed literature/
material/ documentary evidence etc. accompanying the Bid such as copies of purchase
orders, experience certificates, etc. furnished by a Bidder with its Bid may be in any
other language provided that they are accompanied by a translation in the English
language (duly authenticated by the embassy of the country of the Bidder). Supporting
materials, which are not translated into English, may not be considered. For the
purpose of interpretation and evaluation of the Bid, the English language translation
shall prevail.
2.12 Format and signing of Bid
All Bids shall be prepared and submitted in accordance with the specifications in the
NIT and other Bidding Documents. The Bidder shall provide all the information
sought under the Bidding Documents. The Authority 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 for rejection.
Bids submitted by fax, telex, telegram or e-mail shall not be entertained and shall be
rejected.
The Bidders are requested to submit their Bid in compliance with the Bidding
Documents, and to avoid seeking deviations (i.e. any non-conformity to any of the
terms, conditions etc. contained in the Bidding Documents) to the terms of the
Bidding Documents.
2.13 Bid Due Date
2.13.1 Bids shall be submitted online on the website http://www.gem.gov.in within the Bid
Due Date as specified in the NIT.
2.13.2 The Authority may at its discretion extend the deadline for submission of Bids by
amending the Bid Due Date in the Bidding Documents, in which case all rights and
obligations of the Authority and the Bidders will be subject to the Bid Due Date as
extended.
2.14 Modifications and Withdrawal of Bids
Modifications and withdrawal of Bids shall be permitted only in accordance with
Paragraph 14 of NIT.
2.15 Bid Validity
2.15.1 The Bids shall be valid for acceptance for a period of not less than 180 (one hundred
and eighty) days from the Bid Due Date.

27
2.15.2 In exceptional circumstances, the Authority may solicit the Bidder's consent to an
extension of the Bid validity period. A Bidder may refuse the request without
forfeiting its Bid Security. A Bidder granting the request will not be required nor
permitted to modify its Bid.
2.16 Bid Security
2.16.1 The Bidder shall furnish as part of its Bid, a Bid Security in accordance with
Paragraph 5 of NIT.
2.16.2 Any Bid not accompanied by the Bid Security shall be summarily rejected by the
Authority as non-responsive.
2.16.3 Save and except as provided in Clauses 2.16.4 and 2.16.5 below, the Bid Security of
unsuccessful Bidders will be returned by the Authority, without any interest,
immediately on acceptance of the Bid of the Successful Bidder or where the Bidding
Process is cancelled by the Authority, within 30 (thirty) days from such cancellation.
The refund of Bid Security shall be through electronic transfer.
2.16.4 The Successful Bidder's Bid Security will be returned, without any interest, upon the
Successful Bidder signing the Contract Agreement and furnishing the Performance
Security in accordance with the provisions thereof. The Authority may, at the
Successful Bidder's option, adjust the amount of Bid Security in the amount of
Performance Security to be provided by it in accordance with the provisions of the
Contract Agreement.
2.16.5 The Authority shall be entitled to forfeit and appropriate the Bid Security as Damages
in case of any of the events specified in Clause 2.16.6 herein below. The Bidder, by
submitting its Bid pursuant to this RFB, shall be deemed to have acknowledged and
confirmed that the Authority will suffer loss and damage on account of withdrawal of
its Bid or for any other default by the Bidder during the period of validity of Bid as
specified in this RFB. No relaxation of any kind on Bid Security shall be given to any
Bidder.
2.16.6 The Bid Security shall be forfeited as Damages without prejudice to any other right or
remedy that may be available to the Authority under the Bidding Documents and/ or
under the Contract Agreement, or otherwise, under the following conditions.
(a) If a Bidder engages in a corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice as specified in Section IV of this
RFB;
(b) If a Bidder withdraws its Bid during the period of validity of Bid as specified in
this RFB (or as extended in accordance with the terms hereof);
(c) In the case of the Successful Bidder, if it fails within the specified time limit:
(i) to sign the Contract Agreement; or
(ii) to furnish the Performance Security;
(d) Any other conditions as specified in this RFB.

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In addition, upon the occurrence of any of the above set out conditions, the defaulting
Bidder shall be debarred and black-listed from participating in any bids/tenders
floated by Coal India Limited and/or its subsidiaries for a minimum period of 1 (one)
year from the date of getting declared as debarred/black-listed. It is further clarified
that the decision of the Authority in relation to occurrence of the any of the above set
out conditions shall be final and binding.
2.17 Proprietary data
All documents and other information supplied by the Authority or submitted by a
Bidder to the Authority shall remain or become the property of the Authority. 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. The Authority will not return
any Bid or any information provided along therewith.
The Bidder’s Covering Letter and the documents attached thereto shall be considered
forming part of the Contract Agreement.
2.18 Correspondence with the Bidder
Save and except as provided in the Bidding Documents, the Authority shall not
entertain any correspondence with any Bidder in relation to the acceptance or
rejection of any Bid.
2.19 Integrity pact
Bidders are required to upload the integrity pact annexed as Appendix VIII (the
“Integrity Pact”) as part of their Bids.
Name, address and contact details of independent external monitors (“IEMs”):
Sl. No. Name Address
1
Shri V.N.Gaur, IAS (Retd)
email ID: vngaur@gmail.com
45. Panchsheel Judges Society, Pocket
7, Builders Area,
Greater Noida
Gautam Buddha Nagar – 201315
2
Shri S Srinivasan, IAS (Retd)
emailID:
s.srinivasan1980@gmail.com
Flat no. D 5 – 107, Block no. 5, V
Floor, Kendriya Vihar, B.B. Road
(Bangalore – Bellary Road),
Yelahanka, Bangalore – 560064
Any change in IEMs which will be intimated to the Bidders. However, change in
IEMs will not in any way affect the enforceability of the Contract Agreement.

29
3.1 Evaluation parameters
3.1.1 Only those Bidders who meet the eligibility criteria specified in Clause 2.2 of this
RFB shall qualify for evaluation under this Section III. Bids which do not meet these
criteria shall be rejected.
3.1.2 The Bidder’s competence and capability is proposed to be established by the
following parameters:
(a) Technical Capacity; and
(b) Financial Capacity.
3.2 Technical Capacity for purposes of evaluation
For a work experience to qualify, it should fulfill the stipulations under Clause 2.2.2 of
this RFB.
3.3 Details of Experience
3.3.1 The Bidder should furnish the details of eligible experience during the past 7 (seven)
years ending on the last day of the February 2024 as specified in Clause 2.2.2 of this
RFB.
3.3.2 The Bidder shall furnish the required specific work experience information and
evidence in support of its claim in relation to Technical Capacity as per the format
annexed as Annex II of Appendix I of this RFB.
3.4 Financial information for purposes of evaluation
3.4.1 The Bid must be accompanied by certificates from a chartered accountant or its
equivalent in respect of the Net Worth and average Total Income (for preceding 3
(three) financial years as chosen by the Bidder) based on the audited annual accounts.
The same shall be furnished with respect to each Member, in case of a Consortium.
3.4.2 The Bidder must establish the minimum Net Worth and the average Total Income and
provide evidence in support of its claim in relation to Financial Capacity as per the
format annexed as Annex III of Appendix I of this RFB.
3.4.3 Audited annual reports for the 3 (three) financial years, as chosen by the Bidder,
comprising of the audited balance sheets and profit and loss accounts shall be
furnished with respect to the Bidder and each Member (where the Bidder is a
Consortium).
3.5 Opening of Bids
3.5.1 The Bids will be opened on the pre-scheduled date/ revised schedule date. The
Authority shall open „Part-I/ Cover-I‟ of the bid if at least 3 (three) Bids are received.
However, if the number of Bids received, within the stipulated Bid Due Date, through
GeM Portal is less than 3 (three) then the originally stipulated Bid Due Date shall be
manually extended by 4 (four) days. If, even after granting extension as aforesaid, less
than 3 (three) Bids are received, the Bids so far submitted shall be opened without any
3 SECTION III: EVALUATION OF BIDS

30
further extension. No separate corrigendum shall be issued and published by the
Authority for extending Bid Due Date. In case no Bid is received, the tender will be
cancelled.
3.5.2 The date of opening of Bids shall be as specified in Paragraph 3 of NIT. In the event
such date is extended by the Authority at its discretion, then during such extended
period, any new Bidder having the requisite eligibility can submit its Bid. The existing
Bidders shall however be allowed to revise their Bids.
3.5.3 In the event of the specified date for the opening of the Bids being declared a holiday
for the Authority, the Bids will be opened at the appointed time on the next working
day.
3.6 Test of responsiveness
3.6.1 Prior to evaluation of Bids, the Authority shall determine whether each Bid is
responsive to the requirements of the Bidding Documents. A Bid shall be considered
responsive only if:
(a) it is received as per the format annexed as Appendix-I.
(b) it is received by the Bid Due Date including any extension thereof pursuant to
Clause 2.13.2;
(c) it is accompanied by the Bid Security;
(d) the price bid is received as per format;
(e) it is accompanied by the power of attorney as specified in Paragraph 10 of
NIT;
(f) it contains all the information and documents (complete in all respects) as
requested in this RFB and/or Bidding Documents;
(g) it contains information in formats same as those specified in this RFB and/or
Bidding Documents;
(h) it contains documents and/or certificates, as specified in the Bidding
Documents, towards fulfilment of eligibility criteria for Technical Capacity
and Financial Capacity as per Clause 2.2.2 and Clause 2.2.3;
(i) it is accompanied by the Joint Bidding Agreement specific to the Project, as
stipulated in Clause 2.2.7(e);
(j) it is accompanied by the Joint Operating Agreement specific to the Project, as
stipulated in Clause 2.2.11;
(k) it does not contain any condition or qualification; and
(l) it is not non-responsive in terms hereof.
3.6.2 The Authority reserves the right to reject any Bid which is non-responsive and no
request for alteration, modification, substitution or withdrawal shall be entertained by
the Authority in respect of such Bid.

31
3.6.3 No deviation, whatsoever, is permitted by the Authority, to the terms, conditions and
specifications of the Bidding Documents. In case any deviation, variations and
additional conditions etc. found anywhere in a Bid, the same shall not be given effect
to and (without prejudice to the right of the Authority to reject such Bid in accordance
with the provisions of the Bidding Documents) it will be considered that the Bid
complies with all the requirements in the Bidding Documents and the Bidders shall be
required to comply with all terms, conditions and specifications of the Bidding
Documents without any extra cost to the Authority irrespective of any mention to the
contrary, anywhere else in the Bid, failing which the Bid Security of the Bidder may
be forfeited.
3.7 Clarifications by Authority
3.7.1 To facilitate evaluation of Bids, the Authority may, at its sole discretion, seek
clarifications from any Bidder regarding its Bid. Such clarification(s) shall be
provided within the time specified by the Authority for this purpose. Any request for
clarification(s) and all clarification(s) in response thereto shall be in writing.
3.7.2 If a Bidder does not provide clarifications sought under Clause 3.7.1 within the
prescribed time, its Bid shall be liable to be rejected. In case the Bid is not rejected,
the Authority 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 the Authority.
3.8 Evaluation of Bid
3.8.1 Techno-Commercial Evaluation of Tender:
(a) Any Bid which is not accompanied with the requisite amount of Bid Security
will not be considered for further evaluation.
(b) The Authority will determine the techno-commercial acceptability of the
Bidders on the basis of the original offer and subsequent clarifications/
confirmation, if any. For the purpose of this determination, a techno-
commercially acceptable Bid is one, which conforms to all the terms and
conditions of the Bidding Documents and the requirements of all commercial
terms and mandatory qualifications without deviations, exceptions, objections,
conditionality or reservations.
(c) The techno-commercial Bids which do not meet the requirements stipulated
under the NIT will be rejected by the Authority.
(d) Shortfall / confirmatory documents:
(i) During evaluation of the Bids, the Authority may seek any shortfall/
confirmatory documents, if required.
(ii) In case the Tender Committee finds that there is some deficiency in
uploaded documents corresponding to the information furnished through
Bid submission confirmation sheet or in case corresponding document
have not been uploaded by Bidder(s) then the same will be specified

32
online in GeM Portal clearly indicating the omissions/shortcomings in
the uploaded documents and indicating start date and end date allowing
07 days (7 x 24 hours) time for online re-submission by such Bidder(s).
The information shall also be sent as per GeM Portal conditions. Non-
receipt of communication from GeM Portal will not be accepted as a
reason of non-submission of documents within prescribed time. The
Bidder(s) will upload the scanned copy of all those specified documents
in support of the information/ declarations furnished by them online
within the specified period of 07 (seven) days. If the Bidder(s) fails to
submit the specified document/s in such 07 (seven) days. No further
opportunity for submitting documents shall be sought to the Bidder.
Seeking clarification shall be restricted to confirmation of submitted
document/ online information only and it should be only for one time for
a period of up to 07 (seven) days. The clarification shall be taken in
online mode in the GeM Portal.
(iii) It is the responsibility of the Bidder(s) to upload a legible/ clearly
readable scanned copy of all the required documents as mentioned
above.
(iv) The tender will be evaluated on the basis of documents uploaded by the
Bidder(s) online. The Bidder(s) is/are not required to submit hard copy
of any document through offline mode. Any document submitted offline
will not be given any cognizance in the evaluation of tender.
(v) In case Bidder(s) submits requisite documents online as per this Bid
Document, then the Bidder will be considered eligible for opening of
Price Bid.
(vi) In case the Bidder(s) fails to confirm the online submitted
information(s)/declaration(s) by the submitted documents as (ii) above,
their/his Bid shall be rejected; however, if the confirmatory documents
do not change eligibility status of the Bidder in connection with its
submitted online information(s)/ declaration(s), then his/their Bid will be
accepted for opening of Price Bid.
3.8.2 Determination of the Preferred Bidder
a) Price-Bid (Part-II/Cover-II) will be opened after the evaluation of Part-I/Cover-I.
The Part-II/Cover-II of only the techno-commercially acceptable Bidders (the
Bidders who have qualified against Part-I/Cover-I) shall be opened on the
scheduled date and time as notified in the GeM Portal.
b) Price bid submitted by the Bidders containing Mining charge per tonne of coal and
production schedule as proposed in the Mining Scheme shall be considered for
evaluation.
Year wise net cash flow for each Bidder with respect to the Authority will be
generated considering proposed production schedule, Mining Charge quoted by

33
the Bidder and sale value of coal (CIL notified price for the Average Grade of coal
as provided in the Mine Profile given in Appendix-VII). Corresponding net
present value (NPV) will be estimated by discounting method with a discounting
rate of 10% per annum.
A comparative statement of NPV will be prepared for all the techno-commercially
acceptable Bidders and the bidder having highest NPV (“H-1 NPV”) shall be
declared as „preferred Bidder‟.
c) In the event that the same H-1 NPV is estimated for more than 1 (one) Bidders, the
Bidder having the highest Net Worth (as per the Bid submitted) shall be
determined as the “preferred Bidder”.
3.9 Selection of Bidder
3.9.1 Subject to the provisions of this RFB, the Bidder whose Bid has been determined to be
substantially responsive and who is established as the „preferred Bidder‟ shall be
considered as the Successful Bidder for award of the Project, subject to the
reasonability of the price bid and viability of the Project for the Authority. For
viability of the Project, H-1 NPV shall have a positive value.
If the price bid of the preferred Bidder is unreasonable or it is unacceptable on ground
of being too high or too low, the Authority reserves the right to seek justification of
the price from the Bidder of such price. If such price bid is not considered reasonable,
the Authority may not accept such Bid and another tender process may be initiated.
3.9.2 The Authority does not bind itself to accept the H-1 NPV and reserves the right to
reject any or all the Bids without assigning any reasons whatsoever without thereby
incurring any liability to the affected Bidder(s) (or otherwise), or any obligation to
inform the affected Bidder(s) on the ground of the Authority’s action.
3.9.3 Prior to the expiration of the period of Bid validity, the Authority will notify the
Successful Bidder that its Bid has been accepted by way of issuance of the LOA to the
Successful Bidder by uploading a scanned copy of the LOA on the GeM Portal. The
notification of the LOA will constitute the formation of the contract. This is to be
noted that the post contract management will be done offline by the Authority.
3.9.4 The Successful Bidder after furnishing the requisite Performance Security shall
execute the Contract Agreement within 90 (ninety) days or such period as extended by
the Authority from the date of issue of LOA through the SPV. The Successful Bidder
shall not be entitled to seek any deviation, modification or amendment in the Contract
Agreement. The Performance Security will be provided in accordance with the
Contract Agreement no later than 90 (ninety) days from the date of issue of LOA. The
Authority may at its sole discretion, upon the occurrence of any special circumstances,
grant an extension to the time period of 90 (ninety) days for the purpose of furnishing
Performance Security and execution of the Contract Agreement. After furnishing the
Performance Security through the SPV, the details of the SPV should be
communicated to GeM Portal through backend channel. This SPV shall be Service
Provider to execute this contract.

34
3.9.5 Bidders are advised that the assessment of qualification of Bidders will be entirely at
the discretion of the Authority. 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 by the Authority. The Authority will not entertain any query or
clarification from Bidders who fail to qualify. The reason of rejection of unsuccessful
Bidder(s) shall be communicated online on the portal itself.
3.9.6 Any information contained in the Bid shall not in any way be construed as binding on
the Authority, its agents, successors or assigns, but shall be binding against the Bidder
if the Project is subsequently awarded to it on the basis of such information.
3.9.7 The Authority 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.
3.9.8 If any information furnished by the Bidder is found to be incomplete, or contained in
formats other than those specified herein, the Authority may, in its sole discretion,
exclude the relevant project from computation of the eligible experience of the
Bidder.
3.9.9 In the event that a Bidder claims credit for Technical Capacity or Financial Capacity,
and such claim is determined by the Authority as incorrect or erroneous, the Authority
shall reject such claim and the decision of the Authority shall be final. Where any
information is found to be patently false or amounting to a material misrepresentation,
the Authority reserves the right to reject the Bid in accordance with the provisions of
Clauses 2.7.2 and 2.7.3.
3.10 Contacts during Bid Evaluation
Bids shall be deemed to be under consideration immediately after the Bid Due Date
and until such time the Authority makes official intimation of award/ rejection to the
Bidders. While the Bids are under consideration, Bidders and/ or their representatives
or other interested parties are advised to refrain, save and except as required under the
Bidding Documents, from contacting by any means, the Authority and/ or their
employees/ representatives / consultants/ advisers on matters related to the Bids under
consideration.
3.11 Confidentiality
Information relating to the examination, clarification, evaluation, and recommendation
in relation to the Bidders shall not be disclosed to any person who is not officially
concerned with the process or is not a retained professional advisor advising the
Authority in relation to, or matters arising out of, or concerning, the Bidding Process.
The Authority will treat all information, submitted as part of the Bid, in confidence
and will require all those who have access to such material to treat the same in
confidence. The Authority may not divulge any such information unless it is directed
to do so by any statutory authority that has the power under law to require its
disclosure or is to enforce or assert any right or privilege of the statutory authority as
may be required by law or in connection with any legal process.

35
4.1 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, the Authority 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.
4.2 Without prejudice to the rights of the Authority under Clause 4.1 hereinabove, if a
Bidder is found by the Authority 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 tender process issued by the Authority during a
period of 5 (five) years from the date such Bidder is found by the Authority 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.
4.3 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 the Authority 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 Contract Agreement or
arising therefrom, before or after the execution thereof, at any time prior to the
expiry of 1 (one) year from the date such official resigns or retires from or
otherwise ceases to be in the service of the Authority, 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 (c) 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 Contract
Agreement, as the case may be, any person in respect of any matter relating to
the Project or the LOA or the Contract Agreement, who at any time has been
or is a legal, financial or technical adviser of the Authority in relation to any
matter concerning the Project;
(b) “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;
(c) “coercive practice” means impairing or harming or threatening to impair or
harm, directly or indirectly, any person or property to influence any person’s
participation or action in the Bidding Process;
(d) “undesirable practice” means (i) establishing contact with any person
connected with or employed or engaged by the Authority 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
4 SECTION IV: FRAUD AND CORRUPT PRACTICES

36
(e) “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.

37
5.1 A pre-bid conference of the interested parties shall be convened at the designated date,
time and place. A maximum of 2 (two) representatives of each Bidder shall be allowed
to participate on production of an authority letter from the Bidder. The purpose of the
pre-bid conference will be to clarify any issue regarding the Bidding Documents. The
Bidder is requested to submit questions for the pre-bid conference online not later than
the Clarification Submission Due Date.
5.2 During the course of pre-bid conference, the Bidders will be free to seek clarifications
and make suggestions for consideration of the Authority no later than the clarification
Submission Due Date. The Authority 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. Any clarifications provided in the
pre-bid conference are only indicative and Bidders will only be entitled to rely on the
clarifications subsequently provided in writing by the Authority.
5.3 Non-attendance of Bidders at the pre-bid conference will not be a cause for
disqualification of the Bidder and it shall be presumed that the Bidder does not require
any clarification.
5 SECTION V: PRE-BID CONFERENCE

38
6.1 The Bidding Process shall be governed by, and construed in accordance with, the laws
of India and the Kolkata High court shall have exclusive jurisdiction over all disputes
arising under, pursuant to and/ or in connection with the Bidding Process.
6.2 The Authority, 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;
(b) consult with any Bidder in order to receive clarification or further information;
(c) qualify or disqualify any Bidder;
(d) retain any information and/ or evidence submitted to the Authority by, on behalf
of, and/ or in relation to any Bidder; and/ or
(e) 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.
6.3 It shall be deemed that by submitting the Bid, the Bidder agrees and releases the
Authority, 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.
6 SECTION VI: MISCELLANEOUS

39
PART-I/ COVER-I: BID FOR QUALIFICATION

40
To,
[The ***,
***********
***********]
APPENDIX I
I Bidder’s Covering Letter £
(Refer Paragraph 11.4 of NIT)
Dated:
Sub: Bid for the Amarkonda Murgadangal Opencast mine (the “Project”)
Dear Sir,
$
With reference to your Request for Bid No. [****] dated [****] (the “RFB”), I/we,
having examined the RFB and understood its contents, hereby submit my/our Bid for
the aforesaid Project. The Bid is unconditional and unqualified.
2. I/ We acknowledge that the Authority will be relying on the information provided in
the Bid and the documents accompanying such Bid for the aforesaid Project, and I/we
certify that all information provided in the Bid and in Annexes I to IV is true,
complete 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. I/ We shall make available to the Authority any additional information it may find
necessary or require to supplement or authenticate my/ our Bid.
4. I/ We acknowledge the right of the Authority to reject my/our Bid without assigning
any reason or otherwise and hereby waive, to the fullest extent permitted by
applicable law, my/our right to challenge the same on any account whatsoever.
5. I/ We declare that:
(a) I/ we have examined and have no reservations to the RFB, including any
addendum issued by the Authority;
(b) I/ we are eligible to submit a bid in accordance with Clause 2.2.1 and in
particular, do not have any Conflict of Interest in accordance with Clause
2.2.1(b);
(c) I/we have not directly or indirectly or through an agent engaged or indulged in
any corrupt practice, fraudulent practice, coercive practice, undesirable
£
To be submitted on the letterhead of the Bidder. In case the Bidder is unable to provide certification with
reference to any particular paragraph or part thereof, it may precede the paragraph by the words “Except as
specified in Schedule **** hereto”. The exceptions to the certification or any disclosures relating thereto may
be clearly stated in a Schedule to be attached to the Bid. The Authority will consider the contents of such
Schedule and determine whether or not the exceptions/disclosures are material to the eligibility of the Bidder
hereunder.
$
All blank spaces shall be suitably filled up by the Bidder to reflect the particulars relating to such Bidder.
1.

41
practice or restrictive practice, as defined in Clause 4.3 of RFB, in respect of
any tender or request for bid issued by or any agreement entered into with the
Authority or any other public sector enterprise or any Government;
(d) I/ we have taken steps to ensure that in conformity with the provisions of
Clause 4 of RFB, 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; and
(e) my/ our Bid shall be valid for a minimum period of 180 (one hundred and
eighty) days from the Bid Due Date, as extended from time to time, in
accordance with the Bidding Documents, and it shall remain binding upon me/
us and may be accepted at any time before the expiration of that period; and
(f) If my/ our Bid is accepted, we undertake to complete the Project in accordance
with the Contract Agreement and the other Bidding Documents.
6. I/ We understand that you may cancel the Bidding Process at any time and that you
are neither bound to accept any Bid for the Project, without incurring any liability to
the Bidders.
7. I/ We declare that we/ any Member, or our/ its Associates are not participating, as
Bidders, in more than 1 (one) Bid in this Bidding Process in accordance with the
Bidding Documents.
8. I/ We certify that in regard to matters other than security and integrity of the country,
we/ any Member 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.
9. I/ We further certify that in regard to matters relating to security and integrity of the
country, we/ any Member or any of our/ their Associates have not been charge-
sheeted by any agency of the Government or convicted by a court of law.
10. I/ We further certify that no investigation by a regulatory authority is pending either
against us/ any Member or against our/ their Associates or against our chief executive
officer or any of our directors/ managers/ employees.
11. 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 the RFB, I/ we shall intimate the Authority of the same immediately.
12. The „Statement of Legal Capacity‟ as per format provided at Annex IV in Appendix I
of RFB, and duly signed, is enclosed. The power of attorney for signing of Bid {and
£
the power of attorney for Lead Member} , as per format provided at Appendix II
{and III respectively} of RFB, are also enclosed.
£ Omit if the Bidder is not a Consortium.

42
13. I/ We hereby confirm that we shall submit PAN details, GST registration details,
particulars related to registration with provident fund and physical form of all the
original documents scan copy of which are submitted, before execution of the
Contract Agreement, if the Project is awarded to us.
14. I/ We hereby authorise the Authority to seek reference/clarifications from my/our
bankers.
15. 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
the Authority in connection with the selection of Bidders, or in connection with the
selection/ Bidding Process itself, in respect of the Project and the terms and
implementation thereof.
16. I/ We agree and undertake to abide by all the terms and conditions of the Bidding
Documents.
17. I/ We undertake to execute the Contract Agreement within 90 days or such period as
extended by the Authority from the date of issue of the LOA through the SPV, if the
Project is awarded to me/ us.
Capitalized terms used herein, unless defined herein, shall have the same meaning assigned
to them in the RFB.
In witness thereof, I/ we submit this Bid under and in accordance with the terms of the RFB.
Date:
Place:
Yours faithfully,
(Signature, name and designation of the Authorised Signatory)
Name and seal of the Bidder/ all the Members in case of Consortium
Note: Paragraphs in curly parenthesis may be omitted, if not applicable, or modified as necessary.

43
ANNEX-I
AnnexI Details of Bidder
1. (a) Name:
(b) Country of incorporation:
(c) Address of the corporate headquarters/ registered office and its branch
office(s), if any, in India:
(d) Date of incorporation and/ or commencement of business:
2. Brief description of the Bidder including details of its main lines of business:
3. Details of individual(s) who will serve as the point of contact/ communication
for the Bidder:
(a) Name:
(b) Designation:
(c) Address:
(d) Telephone Number:
(e) E-Mail Address:
(f) Fax Number:
4. Particulars of the Authorised Signatory of the Bidder:
(a) Name:
(b) Designation:
(c) Address:
(d) Phone Number:
(e) Fax Number:
5. The following information shall be provided for the Bidder:
No. Criteria Yes No
1. Has the Bidder been barred by Coal India Limited
or any subsidiary of Coal India Limited or the
Ministry of Coal, Government of India, from
participating in any project?
2. If the answer to 1 is yes, does the bar subsist as on
the date of the Bid?
6. In case of a Consortium:
(a) The information in 1-3 above should be provided for all the Members.
(b) A copy of the Joint Bidding Agreement, as envisaged in Clause
2.2.7(e) should be attached to the Bid.
(c) Information regarding the proposed role and responsibilities of each
Member in the Project should be provided as per table below:

44
Sl. Name of Member Role* Percentage of equity in the
No. {Refer Clause SPV{Refer Clauses 2.2.7(b) &
2.2.7(c
$
)} (e)}
1.
2.
3.
* The role and responsibilities of each Member, as may be determined by the Bidder,
should be indicated.
(d) The following information shall be provided for each Member:
Name of Member of Consortium:
No. Criteria Yes No
1. Has the Member been barred by Coal India Limited
or any subsidiary of Coal India Limited or the
Ministry of Coal, Government of India, from
participating in any project?
2. If the answer to 1 is yes, does the bar subsist as on
the date of the Bid?
$
All provisions contained in curly parenthesis shall be suitably modified by the Bidder to reflect the
particulars relating to such Bidder.

45
ANNEX-II
AnnexII Technical Capacity of the Bidder @
(Refer to Clauses 2.2.2, 3.2 and 3.3 of RFB)
(Individual formats to be submitted for each work experience)
Name of the sole Bidder / Member of the Consortium:
(In case of an Associate of the Bidder/ member of the Consortium (as the case may be), state
the name of the Associate, also)
Sl. Items Particulars Reference At page no.
No. document (of uploaded
attached pdf file)
1. Nature of experience
(as owner / contractor /sub-contractor)
2. Name of the mine/ project
3. Name and address of owner of mine/ project
or employer awarding the work, as
applicable
4. Work order ref. no. (in case of contractor /
sub-contractor)/
Reference no. of document(s) showing
ownership/title rights and for operation of
mine/ project (in case of owner)
5. Percentage (%) share of the Bidder (100% in
case of owner & single member; actual
percentage share as consortium member)
*
6. Period of qualifying experience
#
(not exceeding consecutive 365 days)
a. Start date (dd-mm-yyyy)
b. End date (dd-mm-yyyy)
7. Type of material handled
(e.g. coal & OB, lignite & OB, coal only,
OB only, lignite only, iron ore/ bauxite/
manganese ore/ copper ore etc.)
8. Break-up of the claimed volume in the work
experience
a. Overburden
(million m
3
)
b. Coal/ Lignite/ iron ore/ bauxite/ manganese
ore/ copper ore (specify name)
(million tonnes)
c. Specific gravity considered
d. Volume of Coal/ Lignite / iron ore/ bauxite/
manganese3
ore/ copper ore (specify name)
(million m )
9. Actual volume of work executed (Mm3
)
10. Eligible volume of work executed (Mm
3
)
(5 x 9)
11. Average stripping ratio
$

46
Note:
@ Provide details of only those work experience that have been undertaken by the
Bidder under its own name and/or by an Associate specified in Clause 2.2.4 as
eligible under Clauses 3.2 and 3.3.
* In case of Consortium, the percentage share, for considering qualifying experience,
should not be less than 26%.
# For each work experience, the start date should be greater than or equal to the start
date of the qualifying period and the end date should be less than or equal to the end
date of the qualifying period).
$ For estimation of volume of Overburden (OB) removal, in case a documentary
evidence for Overburden removal is not submitted at Sl. No. 8.

47
ANNEX-III
AnnexIII Financial Capacity of the Bidder
(Refer to Clauses 2.2.3 and 3.4 of RFB)
a) Net worth of the Bidder
(Networth in million
$$
Bidder type
$ Currency Net Worth Exchange rate Net Worth
€
(in INR)
(1) (2) (3) (4) (5)
Single Bidder
Associate of Single Bidder, if any
Consortium Member 1
Associate of Member 1, if any
Consortium Member 2
Consortium Member 3
TOTAL
b) Total Income of the Bidder
$$
(Total Income in last three years in million )
Bidder type
$ Currency Total Income Exchange
rate
Total Income
€
(in INR)
Yr.1 Yr.2 Yr.3 Yr.1 Yr.2 Yr.3
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Single Bidder
Consortium Member 1
Consortium Member 2
Consortium Member 3
TOTAL
Name & address of Bidder’s Bankers:
$
A Bidder consisting of a single entity should fill in details as per the row titled
„Single Bidder‟ and ignore the rows titled „Consortium Members‟. In case of a
Consortium, row titled „Single Bidder‟ may be ignored.
€
The Bidder should provide details of its own Financial Capacity and of the Associate
whose Technical Capacity/Financial Capacity is furnished and relied upon.
$$
For conversion of US Dollars to Rupees, the rate of conversion shall be Indian
Rupees [**as on 60 (sixty) days prior to the date of invitation of Bid **] to a US
Dollar. In case of any other currency, the same shall first be converted to US
Dollars as on the date which is 60 (sixty) days prior to the date of invitation of
Bid, and the amount so derived in US Dollars shall be converted into Indian
Rupees at the aforesaid rate. The conversion rate of such currencies shall be the
daily reference exchange rates published by the Reserve Bank of India for the
relevant date. In case the reference exchange rate is not published by the Reserve
)

48
Bank of India, any reference exchange rate referred by the Reserve Bank of India
or the Government of India will be considered.
Instructions:
1. The Bidder/ Members shall attach copies of audited financial statements,
annual reports of the 3 (three) financial years, as chosen by the Bidder. The
financial statements/ annual reports shall:
(a) reflect the financial situation including balance sheets and profit and
loss accounts of the Bidder or Members and its/ their Associates where
the Bidder is relying on its Associate‟s financials;
(b) be audited by a statutory auditor;
(c) be complete, including all notes to the financial statements; and
(d) correspond to accounting periods already completed and audited (no
statements for partial periods shall be requested or accepted).
2. Year 1 will be the latest completed financial year, out of 3 (three) financial
years chosen by the Bidder. Year 2 and Year 3, which years will precede Year
1, shall be construed accordingly.
3. The Bidder shall provide a certificate from a chartered accountant or
equivalent based on the financial statements audited by the statutory auditor
specifying the Net Worth of the Bidder as at the close of the latest financial
year out of the 3 (three) financial years chosen by the Bidder and also
specifying the methodology adopted for calculating such Net Worth in
accordance with Paragraph 9.2 of NIT.
4. The Bidder shall provide a certificate from a chartered accountant or an
equivalent based on the financial statements /annual reports audited by the
statutory auditor specifying the average Total Income of the Bidder of 3
(three) financial years, as chosen by the Bidder and also specifying the
methodology adopted for calculating such average Total Income.

49
ANNEX-IV
AnnexIV Statement of Legal Capacity
(To be issued on the letterhead of the Bidder/ Lead Member)
Ref. Date:
To,
***********
***********
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 RFB.
We have agreed that................................. (insert member‟s name) will act as the Lead
Member of our Consortium.*
We have agreed that ………………….. (insert individual‟s name) will act as our
representative/ will act as the representative of the Consortium on its behalf* and has
been duly authorized to submit our Bid. Further, the authorised signatory is vested
with requisite powers to furnish such letter and authenticate the same.
Capitalized terms used herein, unless defined herein, shall have the same meaning
assigned to them in the Request for Bid No. [****] dated [****] (the “RFB”).
Thanking you,
Yours faithfully,
(Signature, name and designation of the authorised signatory)
For and on behalf of……………………………..
*Please strike out whichever is not applicable.

50
APPENDIX II
II Power of Attorney for signing of Bid
Part I – The below power of attorney to be provided by the Bidder
Know all men by these presents, we……………………………………………..
(name and address of the corporate headquarters/ registered office) (the “Principal”)
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 and holding the
position of ……………………………. , 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 in response to the Request for Bid No. [****] dated [****] (the
“RFB”), for the Amarkonda Murgadangal opencast Project proposed or being
developed by the Eastern Coalfields Limited, including but not limited to, signing and
submission of our Bid, applications and other documents and writings, participate in
the pre-bid conference and other conferences and providing information/ responses to
the Authority, representing us in all matters before the Authority, signing and
execution of all contracts (including the Contract Agreement) and undertakings
consequent to acceptance of our Bid, and generally dealing with the Authority 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 Contract
Agreement with the Authority.
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.
Capitalized terms used herein unless defined herein, shall have the same meaning
assigned to them in the RFB.
IN WITNESS WHEREOF WE, THE ABOVE-NAMED PRINCIPAL HAVE
EXECUTED THIS POWER OF ATTORNEY ON THIS ……… DAY OF ………….
2…..
Witnesses:
1.
For
…………………………..
(Signature, name, designation and address)
(Notarised)

51
2.
Accepted
……………………………
(Signature)
(Name, Title and Address of the Attorney)
Part 2 – The below power of attorney to be provided by each Member, where the Bidder
is a Consortium
Whereas the Eastern Coalfields Limited (“the Authority”) has invited bids from
interested parties for the Amarkonda Murgadangal Coal Mine Project (the “Project”)
pursuant to a Request for Bid No. [****] dated [****] (the “RFB”).
Whereas, we…………………………………………….. (name and address of the
corporate headquarters/ registered office) along with......................................,
…………………….., and................................... (each a “Member” and collectively
the “Consortium”) are interested in bidding for the Project in accordance with the
terms and conditions of the RFB and other connected documents in respect of the
Project.
NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS
We…………………………………………….. (name and address of the corporate
headquarters/ 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 and holding the position of ................................................,
as our true and lawful attorney (hereinafter referred to as the “Attorney”) to, in our
name and on our behalf and in our capacity as a Member of the Consortium, sign the
Bid of the Consortium in response to the RFB for the Project proposed or being
developed by the Authority, including but not limited to all applications and other
documents and writings forming part of the Bid of the Consortium and required to be
signed by us in our capacity as a Member.

52
IN WITNESS WHEREOF WE, THE ABOVE-NAMED CONSORTIUM HAVE
EXECUTED THIS POWER OF ATTORNEY ON THIS ………
DAY OF …………. 2…..
For
…………………………..
For
…………………………..
Witnesses:
1.
2.
Accepted
……………………………
(Signature)
For
…………………………..
(Notarised)
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.
 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/
letter of authority in favour of the person executing this power of attorney for the
delegation of power hereunder on behalf of the Bidder/ Member.
 For a power of attorney executed and issued overseas, the document will also have to be
legalised by the Indian Embassy and notarised in the jurisdiction where the power of
attorney is being issued. However, the power of attorney provided by Bidders/ Members
from countries that have signed the Hague Convention, 1961 are not required to be
legalised by the Indian Embassy if it carries a conforming Apostille certificate.

53
APPENDIX III
IIIPower of Attorney for Lead Member of Consortium
(Refer Clause 2.2.5 of RFB)
pursuant to a Request For Bid No. [****] dated [****] (the “RFB”).
Whereas, …………………….., ……………………..,........................................and
…………………….. (each a “Member” and collectively the “Consortium”) are
interested in bidding for the Project in accordance with the terms and conditions of
the RFB and other connected documents in respect of the Project, and
Whereas, it is necessary for the Members 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
Consortium‟s bid for the Project and its execution.
We, M/s. …………………….. having our registered office at.................................. ,
M/s. …………………….. having our registered office at .................................., M/s.
…………………….. having our registered office at .................................., and 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, 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 awarded the Project,
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, submission of the Bid, applications and
other documents and writings, participate in pre-bid 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 the Authority, and/ or any other Government
agency or any person, in all matters in connection with, or relating to, or arising out
of, the Consortium‟s Bid for the Project and/ or upon award thereof till the Contract
Agreement is entered into with the Authority.
things done by our said Attorney in exercise of the powers hereby conferred shall
always be deemed to have been done by us/ Consortium.

54
IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE
EXECUTED THIS POWER OF ATTORNEY ON THIS ..............................DAY OF
………. 20.…
For ……………………..
(Signature)
……………………..
(Name & Title)
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.
 Wherever required, the Bidder should submit for verification the extract of the charter
letter of authority in favour of the person executing this power of attorney for the delegation
of power hereunder on behalf of the Bidder/ Member.
 For a power of attorney executed and issued overseas, the document will also have to be
legalised by the Indian Embassy and notarised in the jurisdiction where the power of
attorney is being issued. However, the power of attorney provided by Bidders/ Members
from countries that have signed the Hague Convention, 1961 are not required to be legalised
by the Indian Embassy if it carries a conforming Apostille certificate.

55
APPENDIX IV
IV Joint Bidding Agreement
(Refer Clause 2.2.7(e) of RFB)
(To be executed on stamp paper of appropriate value)
THIS JOINT BIDDING AGREEMENT is entered into on this................. day of
………… 20… (the “Agreement”)
AMONGST
$
1. {…(Member 1)…, incorporated/registered under …(Law/Act of country of
origin)…. and having its corporate headquarters/ registered office/ office at
………… (hereinafter referred to as the “First Party” which expression shall,
unless repugnant to the context include its successors and permitted assigns)}
AND
………… (hereinafter referred to as the “Second Party” which expression
shall, unless repugnant to the context include its successors and permitted
assigns)}
AND
………… (hereinafter referred to as the “Third Party” which expression
assigns)}
The above mentioned First Party, Second Party, and the Third Party are
collectively referred to as the “Parties” and each is individually referred to as
a “Party”.
WHEREAS,
(A) The Eastern Coalfields Limited, established/ incorporated under the (Indian)
Companies Act, 1956, represented by its Chairman and Managing Director
and having its principal offices at Sanctoria, Dishergarh, Dist: Burdwan, W.B.
(hereinafter referred to as the “Authority” has invited bids from eligible
bidders by its Request For Bid No. ………… dated..................(the “RFB”) to
award the work of exploration, development and operation of the Amarkonda
Murgadangal Coal Mine Project (the “Project”) through a mine operator
(B) The Parties are interested in jointly bidding for the Project as a Consortium in
accordance with the terms and conditions of the RFB and other Bidding
Documents in respect of the Project, and
$
The number of Parties (i.e. Members of the Consortium) should be shown here, as applicable, subject
however to a maximum of 3 (three).

56
(C) It is a necessary condition under the RFB that where the Bidder is a
Consortium then the Members of the Consortium shall enter into a Joint
Bidding Agreement and furnish a copy thereof with their Bid.
NOW IT IS HEREBY AGREED as follows:
1. Definitions and Interpretations
In this Agreement, the capitalised terms shall, unless the context otherwise
requires, have the meaning ascribed thereto under the RFB.
2. Consortium
2.1 The Parties do hereby irrevocably constitute a consortium (the “Consortium”)
for the purpose of jointly participating in the Bidding Process for the Project.
2.2 The Parties hereby undertake to participate in the Bidding Process only
through the Consortium and not individually and/ or through any other
consortium constituted for the Project, either directly or indirectly or through
any of their Associates.
3. Covenants
The Parties hereby undertake that in the event that the Consortium is declared
the Successful Bidder and awarded the Project, they shall incorporate a
company limited by shares under the provisions of the (Indian) Companies
Act, 2013 as a special purpose vehicle (the “SPV”) for entering into the
Contract Agreement with the Authority and for performing all the obligations
of the “Mine Operator” in terms of the Contract Agreement for the Project.
4. Role of the Parties
The Parties hereby undertake to perform the roles and responsibilities as
described below:
First Party shall be the Lead Member and shall have obtained a power of
attorney from the other Parties for conducting all business for, and on behalf
of, the Consortium during the Bidding Process and until the Appointed Date
under the Contract Agreement when all the obligations of the SPV shall
become effective.
{Include role and responsibilities of the Parties}
5. Shareholding in the SPV
5.1 The Parties agree that the proportion of shareholding among the Parties in the
subscribed and paid up equity share capital of the SPV shall be as follows:
First Party (the Lead Member):
Second Party:
{Third Party:}

57
5.2 The Parties undertake that the Parties of the {First, Second and Third} Part
whose technical and financial experience shall be reckoned for the purposes of
qualification and evaluation of the Consortium for the Project in terms of the
RFB, shall each subscribe to 26% (twenty six per cent) or more of the paid up
and subscribed equity share capital of the SPV, and the Parties further
undertake that each such Party shall, for a period starting from the date of
incorporation of the SPV until the second anniversary of the date of
commercial operation (as defined in the Contract Agreement) of the Project,
hold at least: 26% (twenty six per cent) of the subscribed and paid up equity
share capital of the SPV.
5.3 Without prejudice to Clause 5.2 above, the Parties undertake that they shall
collectively hold not less than 75% (seventy-five per cent) of the subscribed
and paid up equity share capital of the SPV at all times, and in no case the
subscribed and paid up equity share capital of the SPV will be less than 20%
(twenty per cent) of the Annual Contract Value.
5.4 The Parties undertake that they shall comply with all equity lock-in
requirements as set forth in the Contract Agreement.
6. 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 the requisite power and
authority to enter into this Agreement;
(b) the execution, delivery and performance by such Party of this
Agreement has been authorised by all necessary and appropriate
corporate or governmental 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 such Party is annexed
to this Agreement, and will not, to the best of its knowledge:
(i) require any consent or approval not already obtained;
(ii) violate any applicable law presently in effect and having
applicability to it;
(iii) violate its charter documents, by-laws or other applicable
organisational documents thereof;
(iv) violate any clearance, permit, concession, grant, license or other
governmental authorisation, approval, judgement, order or
decree or any mortgage deed, 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

58
(v) 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 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;
(c) this Agreement is the legal and binding obligation of such Party,
enforceable in accordance with its terms against it; and
(d) 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.
7. Termination
This Agreement shall be effective from the date hereof and shall continue in
full force and effect until the execution of the Contract Agreement, in case the
Consortium is declared the Successful Bidder. However, in case the
Consortium is either not qualified for the Project or does not get selected as the
Successful Bidder, the Agreement will stand terminated upon the
disqualification of the Consortium or upon return of the Bid Security by the
Authority to the Consortium, as the case may be.
8. Miscellaneous
8.1 This Joint Bidding Agreement shall be governed by laws of {India}.
8.2 The Parties acknowledge and accept that this Agreement shall not be amended
by the Parties without the prior written consent of the Authority.
IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED
AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE
WRITTEN.
SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED
For and on behalf of For and on behalf of
LEAD MEMBER by: SECOND PARTY
(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)

59
{SIGNED, SEALED AND DELIVERED
For and on behalf of
THIRD PARTY
(Signature)
(Name)
(Designation)
(Address)}
In the presence of:
1. 2.
Notes:
1. The mode of the execution of the Joint Bidding Agreement should be in
accordance with the procedure, if any, laid down by 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.
2. The Joint Bidding Agreement should attach a copy of the extract of the
charter documents of the executants and documents such as resolutions/
power of attorney/ letter of authority in favour of the person executing
this Agreement for the delegation of power and authority to execute this
Agreement on behalf of the executants.
3. For a Joint Bidding Agreement executed and issued overseas, the
document shall be legalised by the Indian Embassy and notarized in the
jurisdiction where the Joint Bidding Agreement has been executed.

60
APPENDIX V
V Joint Operating Agreement
(Refer Clause 2.2.11 of RFB$
)
(To be executed on Non-Judicial stamp paper of appropriate value)
This Joint Operating Agreement ("JOA") is executed on this day of { } Two
thousand { } between M/s { }, a company/Partnership Firm/LLP/ Sole
Proprietorship/individual {resident of { } or incorporated under the laws of { }
and having its registered office or principal place of business at { }} (hereinafter called
the {"Lead Member" / “Single Bidder”} which expression shall include its successors,
executors and permitted assigns); {and}
{{ } a company/Partnership Firm/ LLP/Sole Proprietorship/individual {resident of {
} or incorporated under the laws of {….} and having its registered office or principal place
of business at { } (hereinafter called the "Consortium Member-1", which expression
shall include its successors, executors and permitted assigns); {and}
{ } a company / Partnership Firm/ LLP/Sole Proprietorship/individual {resident of {
} or incorporated under the laws of { } and having its registered office or principal place
of business at { } (hereinafter called the "Consortium Member-2", which expression
{ } a company/Partnership Firm/ LLP/Sole Proprietorship/individual {resident of {
of business at { } (hereinafter called the "Associate Number -1", which expression
shall include its successors, executors and permitted assigns).}
{The Lead Member, Consortium Member-1 and the Consortium Member-2 are hereinafter
collectively referred to as the "Consortium Members" or the "Consortium".
$
Note: In terms of clause 2.2.11 of the RFB, the JOA is to be executed by: (a) Member(s) of the Consortium
with other Member(s) of the Consortium whose Technical Capacity is furnished and relied upon; or (b)
Bidder (single entity or Member(s) of the Consortium) with the Associate(s) whose Technical Capacity is
furnished and relied upon. Accordingly, the format including the name/party clause and signature blocks of
the JOA to be modified.

61
The Associate Number -1, Associate Number -2 and Associate Number -3 are hereinafter
collectively referred to as the "Associates".
The {Single Bidder / Consortium Members} {and the Associates} are hereinafter referred
to individually as "Party" and collectively as "Parties".}
WHEREAS
A. Eastern Coalfields Limited, a company incorporated under the Companies Act,
1956, and having its registered office at Sanctoria, Dishergarh, Dist: Burdwan,
W.B. ("Authority") intends to explore, develop, construct and operate
Amarkonda Murgadangal coal mine Project by appointing the mine operator.
B. The Authority has invited bids from eligible bidders by its Request for Bid No.
[…] dated [….] (“RFB”) to award the work of exploration, development and
operation of Amarkonda Murgadangal coal mine Project through a mine
operator.
C. In order to meet the eligibility and qualification criteria set out in Section 2.2 of
„Instructions to Bidders‟ of the RFB, the {Single Bidder/Consortium} has relied on the
technical strength of {the Lead Member or Consortium Member-1 or Consortium
Member-2 and/or the relevant Associate(s), as applicable, whose Technical Capacity is
furnished and relied upon by the Single Bidder/Consortium} to meet the eligibility
criteria contemplated in the RFB}.
D. It is a condition under the RFB that where the Technical Capacity of any Associate {or
any Consortium Member(s) of the Consortium} is furnished and relied upon for
evaluation, the {Single Bidder or Consortium} must enter into a Joint Operating
Agreement with such {Associate and/or relevant Member(s) of the Consortium} and
furnish a copy thereof with their Bid.
NOW THEREFORE THIS AGREEMENT WITNESSETH AS UNDER:
1. All capitalised terms used herein if not otherwise or specifically defined under this
Agremeent shall have the same meaning as those ascribed to them in the RFB
(including the Bidding Documents).
2. The Parties hereby irrevocably and unconditionally agree and undertake to be
jointly and severally bound and liable for any and all acts and omissions of
the {Single Bidder/Consortium}, in the same manner and to the same extent as set
forth in the Contract Agreement. For the avoidance of doubt, it is clarified that:
(a) {any service by Authority of a notice to the Consortium pursuant to
terms of the Contract Agreement shall be deemed to be services of notice
to the Consortium Members, on a several basis};
(b) {the Single Bidder/Consortium} has relied on the Technical Capacity of
{Details of the Consortium Member(s) and/or the Associate(s) on whom the
Single Bidder/Consortium has relied} in accordance with Clause 2.2.4 of the
RFB; and
(c) the {Single Bidder/Consortium} guarantees that it has relied on only 1 (one)

62
Associate {for each Consortium Member} to qualify in this Bid.
3. The Parties hereby undertake that in the event the {Single
Bidder/Consortium} is declared as the Successful Bidder, the {Single
Bidder/Consortium} shall incorporate a company limited by shares in terms of the
Companies Act, 2013 as a special purpose vehicle (the “SPV”), as stipulated in the
RFB, for entering into the Contract Agreement with the Authority and for
performing all obligations of the Mine Operator in terms of the Contract
Agreement. The Parties further undertake that the SPV, so incorporated, shall
enter into the Contract Agreement with the Authority within 90 (ninety) days or
such period as extended by the Authority of the issuance of the LOA or within such
time period as may be extended by the Authority, if any.
4. The SPV incorporated under clause 3 of this JOA shall have following equity
shareholding:
(i) {Single Bidder – {…} per cent or Lead Member- {…} per cent;
(ii) Consortium Member-1 {…} per cent; and
(iii) Consortium Member-2 {…} per cent.
5. The {Single Bidder/Consortium} further undertakes that in accordance with
Clause 2.2.6 of the RFB and subject to Clause 2.2.7(e)(iv) of the RFB, the {Single
Bidder/Consortium} shall {collectively} hold not less than 75% (seventy-five per
cent) of the subscribed and paid up equity share capital of the SPV at all times, and in
no case the subscribed and paid up equity share capital of the SPV will be less than
20% (twenty per cent) of the Annual Contract Value.
6. {The Consortium undertakes that each of the Consortium Members, whose technical
and financial experience will be evaluated for the purposes of this RFB, shall each
subscribe to at least 26% (twenty-six per cent) or more of the paid up and subscribed
equity share capital of the SPV. In addition, the Consortium undertakes that each of
the Consortium Members, whose technical and financial experience will be evaluated
for the purposes of this RFB shall, for a period starting from the date of incorporation
of the SPV until the second anniversary of the Commercial Operation Date, hold at
least: 26% (twenty six per cent) of the subscribed and paid up equity share capital of
the SPV}
7. The Parties hereby assume full responsibility and liability for the performance by the
{Single Bidder/Consortium} of its obligations in accordance with and subject to the
terms of the Contract Agreement and RFB read with this JOA; the {Single
Bidder/Consortium Members} confirm that in the event the {Single
Bidder/Consortium} is the Successful Bidder, {the Single Bidder/each of the
Consortium Members} and each of the Associates shall promptly and in no event
later than 60 (sixty) days from the date of issue of the LOA, furnish additional
performance guarantee(s) in favour of the Authority for an amount of {equivalent to
1% (one per cent) of the Annual Contract Value}, in addition to the contract
Performance Security to be provided by the SPV in terms of the Contract Agreement.
This additional performance guarantee in the form of an irrevocable and
unconditional bank guarantee in favour of the Authority shall be kept valid and
operative up to 90 (ninety) days after the expiry of the validity of JOA.

63
8. The Parties hereby undertake to perform the roles and responsibilities as described
below:
(i) {Single Bidder shall be responsible for …………………
(ii) Lead member shall be responsible for………….
(iii) Consortium Member 1 shall be responsible for………
(iv) Consortium Member 2 shall be responsible for…………
(v) Associate shall be responsible for.................. }
9. Subject to Clause 10 of this JOA, upon any default, whatsoever by the {Single
Bidder/Consortium} in performing, meeting or otherwise complying with any of its
obligations in accordance with the terms of the Contract Agreement, the Authority
may at any time as it deems fit and/or appropriate in its sole discretion, without
giving any opportunity of recourse to the {Single Bidder/Consortium}, require the
Parties to hold the Authority harmless from and against any and all damages, losses,
liabilities, obligations, claims of any kind, interest, cost, fee, or expenses (including,
without limitation, reasonable attorneys' fees and expenses) suffered, incurred or paid
by Authority, as a result of, in connection with or arising out of such default; and the
obligations of the Parties or the rights of the Authority hereunder, shall not stand
revoked, or otherwise be impaired or mitigated in any manner whatsoever, if there
exists at any time any dispute before any court (whether in India or abroad),
arbitration, claims, settlements, obligations, expert determination or similar
proceedings under the Contract Agreement between the {Single Bidder/Consortium}
and the Authority.
10. Notwithstanding anything to the contrary contained in this JOA or the Contract
Agreement, the aggregate liabilities and obligations of the Parties under or in
connection with this JOA shall not exceed the aggregate liabilities and obligations of
the {Single Bidder/Consortium} under the Contract Agreement and it shall continue
for at least 2 (two) years from the Commercial Operation Date; provided that nothing
contained in this Clause 3 shall deem to affect the rights of the Authority that arise
before such time referred to above.
11. The Parties hereby irrevocably and unconditionally undertake, agree and
acknowledge that their respective obligations hereunder:
(a) ) are irrevocable, absolute and unconditional, irrespective of the
value, genuineness, validity, regularity or enforceability of the Contract
Agreement, or the insolvency, bankruptcy, reorganisation, dissolution,
winding-up or liquidation of the {Single Bidder/Consortium} or any change
in the ownership of the {Single Bidder/Consortium}, or any purported
assignment by the
{Single Bidder/Consortium} or any other circumstances whatsoever which
might otherwise constitute a defence or discharge of a guarantor or surety;
(b) ) shall not be affected by the existence of or release or variation of any
guarantee of or security for any of the obligations of the {Single
Bidder/Consortium} under the Contract Agreement;
(c) ) shall not be affected by any failure by Authority to pay or perform any of
their obligations under the Contract Agreement, or any waiver of any of
such obligations;
(d) ) shall not be affected by any exercise or non-exercise of any right,
remedy, power or privilege of any person under or in respect of any
payment obligations of the {Single Bidder/Consortium} under the Contract
Agreement;

64
and
(e) ) shall not be affected by any failure, omission or delay on Authority's
part to enforce, assert or to exercise any right, power or remedy
conferred on Authority in this JOA or any such failure, omission or delay on
Authority's part in connection with any obligation of the {Single
Bidder/Consortium} under the Contract Agreement.
12. Each Party hereby represents and warrants that:
(a) it is duly organized and validly existing under the laws of the jurisdiction of
their organization, and has full power, authority and capability to enter into this
JOA and to perform all acts and obligations contemplated herein;
(b) this JOA has been duly signed and delivered by it and its obligations
described in this JOA are legal, valid and binding obligations of such
Party; and
(c) the execution, delivery and performance of this JOA has been authorised by
all necessary and appropriate corporate or governmental action and the entry
into and performance of this JOA:
(i) {will not conflict with or violate any provision of any of its constitutional
documents / charters or other organizational document; }
(ii) will not require any notice to or filing with, or any Approval of, any
Authority or the consent of any third party;
(iii) will not conflict with, result in a breach of, or constitute (with or without
due notice or lapse of time or both) a default under, result in the
acceleration of obligations under, create in any person the right to
terminate, modify or cancel, or require any notice, consent or waiver
under, any contract or instrument to which such Party is a party or by
which such Party is bound or to which any of such Party's assets are
subject;
(iv) will not result in the creation or enforcement of any security interest upon
any assets of the {Single Bidder/Consortium}; and
(v) will not violate any Applicable Law or any order, writ, injunction, or
decree applicable to it.
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 JOA.
13. The Parties hereby acknowledge and agree that this JOA has been executed
for the sole benefit of Authority and for the specific purpose of ensuring that
Authority receives the benefits of the {Single Bidder’s /Consortium's} services under

65
and in accordance with the Contract Agreement. Accordingly, the Authority
shall, notwithstanding anything contained herein, at all times have the right to
enforce the performance by the {Single Bidder’s /Consortium Members} of
{its/their} obligations pursuant to this JOA read with the Contract Agreement and
the {Single Bidder/Consortium Members} hereby irrevocably and unconditionally
waive(s) any defence, rights or protection that they may have in law, contract or
otherwise in this regard.
14. This JOA supersedes and replaces any previous agreement or understanding
between the Parties, whether oral or written, on the subject matter hereof, prior to
the date of this JOA. For the avoidance of doubt, this JOA shall not supersede, and
shall at all times be subject to, the Contract Agreement.
15. {Neither the Single Bidder/ Consortium Members} nor the Associate(s) shall assign
or delegate its rights, duties or obligations under this JOA and the Contract
Agreement in any manner whatsoever, except with prior written consent of the
Authority.
16. No waiver by any Party or the Authority of any one or more obligations or defaults
by any other Party in the performance of this JOA and the Contract Agreement shall
operate or be construed as a waiver of any other obligations or defaults whether of a
like or of a different character.
17. The terms and conditions of this JOA shall not be amended or modified, varied or
supplemented, except with prior written consent of the Authority and by an
instrument in writing signed by all the Parties.
18. Each of the Parties shall from time to time and at all times do all such further acts
and execute and deliver all further deeds and documents as shall be reasonably
required by the Authority.
19. This JOA shall be construed and interpreted in accordance with the laws of
India and the courts of {…} shall have exclusive jurisdiction in all matters under
this JOA.
20. We, the Parties agree that this JOA shall be irrevocable and shall form an integral
part of the Contract Agreement. We further agree that this JOA shall be effective
and continue to be enforceable for at least {2 (two)} years from the Commercial
Operation Date.
21. This Agreement shall be effective from the date hereof, in case the Single
Bidder/Consortium is declared as the Successful Bidder. However, in case the Single
Bidder/Consortium is either not qualified for undertaking the Project or does not get
selected as the Successful Bidder, the Agreement will stand terminated upon the
disqualification of the Single Bidder/Consortium or upon return of the Bid Security
by the Authority to the Single Bidder/Consortium, as the case may be.
IN WITNESS WHEREOF, the Parties have, through their authorised representatives,
executed these presents and affixed the common seals of their respective companies on
the day, month and year first mentioned above at (Place).

66
On behalf of the Single Bidder
Name:
Signature/Common Seal of the Single Bidder:
Witness-1
Witness-2
On behalf of the Lead Member On behalf of the Consortium Member -1
Name: Name:
Designation: Designation:
Common Seal of the Lead Member Common Seal of the Consortium Member 1
Witness-1 Witness-1
Witness-2 Witness-2
On behalf of the Consortium Member —2
Name:
Designation:
Common Seal of the Consortium Member 2
Witness-1
Witness- 2
On behalf of the Associate Member-1
Name:
Designation:
Common Seal of the Associate Member-1
Witness-1
Witness-2
Name:
Designation:
Witness-1
Witness-2

67
Name:
Designation:
Witness-1
Witness-2
Note: Notarized Power of Attorney of the Persons signing the Joint Operating
Agreement along with the board resolution or a letter of authority in
support of such Power of Attorney shall necessarily be furnished and to be
attached with the signed Joint Operating Agreement.

68
APPENDIX-V
ANNEX-I
ADDITIONAL PERFORMANCE GUARANTEE
{………………………………………….}
WHEREAS:
(A) {…………………………………..} having its principal offices at
{…………………………} ("Authority") have issued Letter No.: {…………
……………..} dated {……….} (the "Letter of Award") whereby the Authority has
awarded the work of {…………………………..} through,
{………………………….} having it Principal office at {…………..} (―Mine
Operator”), subject to and in accordance with the provisions of the agreement dated
…………….. (“Agreement”) and the Bidding Documents.
(B) {……………………….} (the "Mine Operator") relied on the strength of {M/s
……………………} (“Single Bidder”) having its principal or registered place of
business at ……………. / Consortium Members viz. {M/s ................................. }
(“Lead Member”) having registered businesses place at …………….. , {M/s
…………………..} (“Consortium Member – 1”) having registered businesses place
at ……..……….. { {M/s …………………..} (“Consortium Member – 2”) having
registered businesses place at …………….., and {M/s................................. }
(“Associate – 1”) having registered businesses place at …………….. , {M/s
…………………..} (“Associate – 2”) having registered businesses place at
………….. and {M/s …………………..} (“Associate – 3”) having registered
businesses place at.......................}.
(C) In terms and conditions of the Bidding Documents each {Single Bidder/Consortium
Member and Associate} having agreed to furnish additional performance guarantee to
the Authority of a sum of Rs {………….} (INR ........................................ ) equivalent
to 1% (one per cent) of the Annual Contract Value – ("Additional Performance
Guarantee Amount") as guarantee for due and faithful performance of its obligations,
under and in accordance with the Bidding Documents.
(D) The Mine Operator shall keep the Performance Guarantee valid, effective and in full
force in an extendable/ renewable manner revolving after a period of at least 3 (three)
years, in accordance with the provisions of the Agreement.
(E) This Additional Performance Guarantee (as defined hereunder) shall be kept valid and
operative up to 90 (ninety) days after the expiry of the validity of the JOA, as executed
by and among the persons mentioned at Recital (B) hereinabove, (“Guarantee
Period”). The validity of the JOA shall be at least 2 (two) years from the Commercial
Operation Date.
(F) We, ……………………….. through our branch at......................................... (the
"Bank") have agreed to furnish this bank guarantee by way of additional performance
guarantee (“Additional Performance Guarantee”) which is valid from ……………
…… to……………………….

69
NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees
and affirms as follows:
1. The Bank hereby, unconditionally and irrevocably, guarantees and undertakes to pay
to the Authority upon occurrence of any failure or default in due and faithful
performance of all or any of the Mine Operator‟s obligations, under and in accordance
with the provisions of the Agreement, on its mere first written demand, and without
any demur, reservation, recourse, contest or protest, and without any reference to the
Mine Operator, such sum or sums up to an aggregate sum of the Additional
Performance Guarantee Amount as the Authority shall claim, without the Authority
being required to prove or to show grounds or reasons for its demand and/ or for the
sum specified therein.
2. A letter from the Authority, under the hand of an officer not below the rank of a
General Manager or equivalent, that the Mine Operator has committed default in the
due and faithful performance of all or any of its obligations under and in accordance
with the Agreement shall be conclusive, final and binding on the Bank. The Bank
further agrees that the Authority shall be the sole judge as to whether the Mine
Operator is in default in due and faithful performance of its obligations under the
Agreement and its decision that the Mine Operator is in default shall be final and
binding on the Bank, notwithstanding any difference between the Authority and the
Mine Operator, or any dispute between them pending before any court, tribunal,
arbitrators or any other authority or body, or by the discharge of the Mine Operator for
any reason whatsoever.
3. In order to give effect to this Additional Performance Guarantee, the Authority shall be
entitled to act as if the Bank were the principal debtor and any change in the
constitution of the Mine Operator and/or the Bank, whether by their absorption with
any other body or corporation or otherwise, shall not in any way or manner affect the
liability or obligation of the Bank under this Additional Performance Guarantee.
4. It shall not be necessary, and the Bank hereby waives any necessity, right or obligation
of the Authority, for the Authority to proceed against the Mine Operator before
presenting to the Bank its demand under this Additional Performance Guarantee.
5. The Authority shall have the liberty, without affecting in any manner the liability of
the Bank under this Additional Performance Guarantee and without any liability
towards the Bank, to vary at any time, the terms and conditions of the Agreement or to
extend the time or period for the compliance with, fulfilment and/or performance of all
or any of the obligations of the Mine Operator contained in the Agreement or to
postpone for any time, and from time to time, any of the rights and powers exercisable
by the Authority against the Mine Operator, and either to enforce or forbear from
enforcing any of the terms and conditions contained in the Agreement and/ or the
securities available to the Authority, and the Bank shall not be released from its
liability and obligation under this Additional Performance Guarantee by any exercise
by the Authority of the liberty with reference to the matters aforesaid or by reason of
time being given to the Mine Operator or any other forbearance, indulgence, act or
omission on the part of the Authority or of any other matter or thing whatsoever which
under any law relating to sureties and guarantors would, but for this provision, have
the effect of releasing or discharging the Bank from its liability and obligation under

70
this Additional Performance Guarantee and the Bank hereby waives all of its rights,
remedies or recourse under any such law.
6. This Additional Performance Guarantee is in addition to, and not in substitution of,
any other guarantee or security now or which may hereafter be held by the Authority
in respect of, or relating to, the Agreement or for the fulfilment, compliance and/ or
performance of all or any of the obligations of the Mine Operator under the
Agreement.
7. Notwithstanding anything contained hereinbefore, the liability of the Bank under this
Additional Performance Guarantee is restricted to the Additional Performance
Guarantee Amount and this Additional Performance Guarantee will remain in force
until the expiry of the Guarantee Period, and upon the expiry of the Guarantee Period,
unless a demand or claim in writing is made by the Authority on the Bank under this
Additional Performance Guarantee no later than 6 (six) months from the date of expiry
of the Guarantee Period, all rights of the Authority under this Additional Performance
Guarantee shall be forfeited and the Bank shall be relieved from its liabilities
hereunder.
8. The Bank undertakes not to revoke this Additional Performance Guarantee during its
currency, except with the previous express consent of the Authority in writing, and
declares and warrants that it has the power to issue this Additional Performance
Guarantee and the undersigned has full powers and authority to execute this Additional
Performance for and on behalf of the Bank.
9. Any notice by way of request, demand or otherwise hereunder may be sent by post
addressed to the Bank at its above referred branch, which shall be deemed to have
been duly authorised to receive such notice and to effect payment thereof forthwith,
and if sent by post it shall be deemed to have been given at the time when it ought to
have been delivered in due course of post and in proving such notice, when given by
post, it shall be sufficient to prove that the envelope containing the notice was posted
and a certificate signed by an officer of the Authority that the envelope was so posted
shall be conclusive and binding on the Bank.
10. Subject to clause 7 hereinabove, this Additional Performance Guarantee shall come
into force with immediate effect and shall remain in force and effect until the expiry of
the Guarantee Period or until it is released earlier by the Authority pursuant to the
provisions of the Agreement.
11. Capitalised terms used herein, unless specifically defined herein, shall have the
meaning assigned to them in the Agreement and the RFB.
Signed and sealed this .................. day of ............. 20 ...... at .............
SIGNED, SEALED AND DELIVERED
the BANK by:
(Signature)
(Name)
(Designation)

71
(Code Number)
(Address)
NOTES:
(i) The bank guarantee should contain the name, designation and code number of the
officer(s) signing the guarantee.
(ii) The address, telephone number and other details of the head office of the Bank as
well as of issuing branch should be mentioned on the covering letter of issuing
Branch.
(iii) The bank guarantee issued in favour of the Authority shall be in paper form as well
as well as issued under structured financial messaging system (SFMS). The details
of beneficiary shall be provided to the successful bidder in due course of time.

72
APPENDIX VI
VI Contract Agreement

73
APPENDIX VII
VII Mine Profile
1. Name of the Mine/Project: Amarkonda Murgadangal
2. Location: Dumka District, Jharkhand
3. Brief details of the Project: The area forms a part of Jharkhand plateau (Santhal
Parganas) with isolation hillocks rising to maximum height of 209m from mean sea
level. Dwarka river is the main drainage of the area and flows from North-West to
South-East direction. Around 20% of the area is covered by protected forest.
4. Mine Area: about 7.68 sq. km.
5. Mode of Operation: Opencast
6. Details of seams:
Coal Seam/
Parting
Thickness/ Parting Range
(m)
Average
Thickness(m)
Dominant Depth Range (Roof) (m)
Min. Max. Min. Max.
Zone-VII 2.42 9.03 5 9 (incrop) 295
Parting 22.42 40.63
Zone-VI 0.72 12.56 8 6 (incrop) 343
Parting 7.39 18.1
Zone-V 2.13 9.18 6 15 (incrop) 357
Parting 7.09 20.08
Zone-IV 12.71 25.59 18 13 (incrop) 385
Parting 7.71 21.60
Zone-III 10.18 40.26 20 12 (inrcrop) 444
Parting 17.07 79.45
Zone-II 7.60 24.41 15 Incrop 412
Parting 68.75 70.8
Zone-I 2.05 11.16 8 46 400
7. Estimated total Geological Reserve within the block (On the basis of Regional
Exploration): 411.21 Mt.
8. Estimated total Extractable Reserve: 94.00 Mt.
9. Minimum Extractable Reserve: 94.00 Mt.
10. Peak rated capacity: 6.0 Mty
11. Notional Stripping Ratio: 4.26
12. Other available geological information: separately attached
13. Any other relevant information of the mine block, as available: Geological Plan with
cardinal points (separately attached)
14. Estimated Average Grade of coal (for the purpose of estimating NPV): G 10
15. Sale value of coal (for the purpose of estimating NPV): Rs. 1120 per tonne

74
ANNEXURE I
AnnexI Geological Information
1. Final report on regional exploration, 1989-90, GSI.
2. Topographical plan of Amarkonda Murgadangal block with cardinal points
3. Proposed borehole location plan
4. Geo-technical note.
5. [Any other exploration data/ information, if available]

75
APPENDIX VIII
VIII PROFORMA FOR INTEGRITY PACT

76
APPENDIX IX
IX PROFORMA OF MINING SCHEME
(„Mining Scheme‟ shall be submitted by each Bidder with the Bid)
1. Proposed Mine Life:
2. Proposed Mining Method (s):
3. Proposed Contracted Capacity:
4. Proposed Exploration Programme :
5. Production Schedule
Year Proposed Production
(in Million tonne)
1st
Year 0.00
2nd
Year
3rd
Year
……
25th
Year or proposed Life of
the mine which is shorter
TOTAL
1st
year of the Production Schedule will commence from the Appointed Date
(as defined in the Contract Agreement)

77
PART-II/ COVER-II: PRICE BID

78
X Price Bid
Price Bid to be uploaded in the format provided in the Bidding Documents
Average Grade of Coal:
G 10
Notified price (as per CIL price notification dated 30th
May 2023)
for calculation of NPV Cashflow:
Rs. 1120 per tonne
Mining Charge
(Rs. per tonne) ******

81
Appendix XI
XII High Power Committee Recommendations

40
To,
[The ***,
***********
***********]
APPENDIX I
I Bidder’s Covering Letter £
(Refer Paragraph 11.4 of NIT)
Dated:
Sub: Bid for the Amarkonda Murgadangal Opencast mine (the “Project”)
Dear Sir,
$
With reference to your Request for Bid No. [****] dated [****] (the “RFB”), I/we,
having examined the RFB and understood its contents, hereby submit my/our Bid for
the aforesaid Project. The Bid is unconditional and unqualified.
2. I/ We acknowledge that the Authority will be relying on the information provided in
the Bid and the documents accompanying such Bid for the aforesaid Project, and I/we
certify that all information provided in the Bid and in Annexes I to IV is true, complete
and correct; nothing has been omitted which renders such informationmisleading; and
all documents accompanying such Bid are true copies of their respective originals.
3. I/ We shall make available to the Authority any additional information it may find
necessary or require to supplement or authenticate my/ our Bid.
4. I/ We acknowledge the right of the Authority to reject my/our Bid without assigning
any reason or otherwise and hereby waive, to the fullest extent permitted by applicable
law, my/our right to challenge the same on any account whatsoever.
5. I/ We declare that:
(a) I/ we have examined and have no reservations to the RFB, including any
addendum issued by the Authority;
(b) I/ we are eligible to submit a bid in accordance with Clause 2.2.1 and in
particular, do not have any Conflict of Interest in accordance with Clause
2.2.1(b);
(c) I/we have not directly or indirectly or through an agent engaged or indulged in
any corrupt practice, fraudulent practice, coercive practice, undesirable
£
To be submitted on the letterhead of the Bidder. In case the Bidder is unable to provide certification with
reference to any particular paragraph or part thereof, it may precede the paragraph by the words “Except as
specified in Schedule **** hereto”. The exceptions to the certification or any disclosures relating thereto may
be clearly stated in a Schedule to be attached to the Bid. The Authority will consider the contents of such
Schedule and determine whether or not the exceptions/disclosures are material to the eligibility of the Bidder
hereunder.
$
All blank spaces shall be suitably filled up by the Bidder to reflect the particulars relating to such Bidder.
1.

41
practice or restrictive practice, as defined in Clause 4.3 of RFB, in respect of
any tender or request for bid issued by or any agreement entered into with the
Authority or any other public sector enterprise or any Government;
(d) I/ we have taken steps to ensure that in conformity with the provisions of Clause
4 of RFB, 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; and
(e) my/ our Bid shall be valid for a minimum period of 180 (one hundred and
eighty) days from the Bid Due Date, as extended from time to time, in
accordance with the Bidding Documents, and it shall remain binding upon me/
us and may be accepted at any time before the expiration of that period; and
(f) If my/ our Bid is accepted, we undertake to complete the Project in accordance
with the Contract Agreement and the other Bidding Documents.
6. I/ We understand that you may cancel the Bidding Process at any time and that you
are neither bound to accept any Bid for the Project, without incurring any liability to
the Bidders.
7. I/ We declare that we/ any Member, or our/ its Associates are not participating, as
Bidders, in more than 1 (one) Bid in this Bidding Process in accordance with the
Bidding Documents.
8. I/ We certify that in regard to matters other than security and integrity of the country,
we/ any Member 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.
9. I/ We further certify that in regard to matters relating to security and integrity of the
country, we/ any Member or any of our/ their Associates have not been charge- sheeted
by any agency of the Government or convicted by a court of law.
10. I/ We further certify that no investigation by a regulatory authority is pending either
against us/ any Member or against our/ their Associates or against our chief executive
officer or any of our directors/ managers/ employees.
11. 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 the RFB, I/ we shall intimate the Authority of the same immediately.
12. The „Statement of Legal Capacity‟ as per format provided at Annex IV in Appendix I
of RFB, and duly signed, is enclosed. The power of attorney for signing of Bid {and
£
the power of attorney for Lead Member} , as per format provided at Appendix II
{and III respectively} of RFB, are also enclosed.
£ Omit if the Bidder is not a Consortium.

42
13. I/ We hereby confirm that we shall submit PAN details, GST registration details,
particulars related to registration with provident fund and physical form of all the
original documents scan copy of which are submitted, before execution of the Contract
Agreement, if the Project is awarded to us.
14. I/ We hereby authorise the Authority to seek reference/clarifications from my/our
bankers.
15. 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
the Authority in connection with the selection of Bidders, or in connection with the
selection/ Bidding Process itself, in respect of the Project and the terms and
implementation thereof.
16. I/ We agree and undertake to abide by all the terms and conditions of the Bidding
Documents.
17. I/ We undertake to execute the Contract Agreement within 90 days or such period as
extended by the Authority from the date of issue of the LOA through the SPV, if the
Project is awarded to me/ us.
Capitalized terms used herein, unless defined herein, shall have the same meaning assigned
to them in the RFB.
In witness thereof, I/ we submit this Bid under and in accordance with the terms of the RFB.
Date:
Place:
Yours faithfully,
(Signature, name and designation of the Authorised Signatory)
Name and seal of the Bidder/ all the Members in case of Consortium
Note: Paragraphs in curly parenthesis may be omitted, if not applicable, or modified as necessary.

46
Note:
@ Provide details of only those work experience that have been undertaken by the
Bidder under its own name and/or by an Associate specified in Clause 2.2.4 as eligible
under Clauses 3.2 and 3.3.
* In case of Consortium, the percentage share, for considering qualifying experience,
should not be less than 26%.
# For each work experience, the start date should be greater than or equal to the start
date of the qualifying period and the end date should be less than or equal to the end
date of the qualifying period).
$ For estimation of volume of Overburden (OB) removal, in case a documentary
evidence for Overburden removal is not submitted at Sl. No. 8.

47
ANNEX-III
AnnexIII Financial Capacity of the Bidder
(Refer to Clauses 2.2.3 and 3.4 of RFB)
a) Net worth of the Bidder
(Networth in million
$$
Bidder type
$ Currency Net Worth Exchange rate Net Worth
€
(in INR)
(1) (2) (3) (4) (5)
Single Bidder
Consortium Member 1
Consortium Member 2
Consortium Member 3
TOTAL
b) Total Income of the Bidder
$$
(Total Income in last three years in million )
Bidder type
$ Currency Total Income Exchange
rate
Total Income
€
(in INR)
Yr.1 Yr.2 Yr.3 Yr.1 Yr.2 Yr.3
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Single Bidder
Consortium Member 1
Consortium Member 2
Consortium Member 3
TOTAL
Name & address of Bidder’s Bankers:
$
A Bidder consisting of a single entity should fill in details as per the row titled
„Single Bidder‟ and ignore the rows titled „Consortium Members‟. In case of a
Consortium, row titled „Single Bidder‟ may be ignored.
€
The Bidder should provide details of its own Financial Capacity and of the Associate
whose Technical Capacity/Financial Capacity is furnished and relied upon.
$$
For conversion of US Dollars to Rupees, the rate of conversion shall be Indian
Rupees [**as on 60 (sixty) days prior to the date of invitation of Bid **] to a US
Dollar. In case of any other currency, the same shall first be converted to US
Dollars as on the date which is 60 (sixty) days prior to the date of invitation of Bid,
and the amount so derived in US Dollars shall be converted into Indian Rupees at
the aforesaid rate. The conversion rate of such currencies shall be the daily
reference exchange rates published by the Reserve Bank of India for the relevant
date. In case the reference exchange rate is not published by the Reserve
)

48
Bank of India, any reference exchange rate referred by the Reserve Bank of India
or the Government of India will be considered.
Instructions:
1. The Bidder/ Members shall attach copies of audited financial statements, annual
reports of the 3 (three) financial years, as chosen by the Bidder. The financial
statements/ annual reports shall:
(a) reflect the financial situation including balance sheets and profit and loss
accounts of the Bidder or Members and its/ their Associates where the
Bidder is relying on its Associate‟s financials;
(b) be audited by a statutory auditor;
(c) be complete, including all notes to the financial statements; and
(d) correspond to accounting periods already completed and audited (no
statements for partial periods shall be requested or accepted).
2. Year 1 will be the latest completed financial year, out of 3 (three) financial years
chosen by the Bidder. Year 2 and Year 3, which years will precede Year 1, shall
be construed accordingly.
3. The Bidder shall provide a certificate from a chartered accountant or equivalent
based on the financial statements audited by the statutory auditor specifying the
Net Worth of the Bidder as at the close of the latest financial year out of the 3
(three) financial years chosen by the Bidder and also specifying the
methodology adopted for calculating such Net Worth in accordance with
Paragraph 9.2 of NIT.
4. The Bidder shall provide a certificate from a chartered accountant or an
equivalent based on the financial statements /annual reports audited by the
statutory auditor specifying the average Total Income of the Bidder of 3(three)
financial years, as chosen by the Bidder and also specifying the methodology
adopted for calculating such average Total Income.

49
ANNEX-IV
AnnexIV Statement of Legal Capacity
(To be issued on the letterhead of the Bidder/ Lead Member)
Ref. Date:
To,
***********
***********
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 RFB.
We have agreed that................................. (insert member‟s name) will act as the Lead
Member of our Consortium.*
We have agreed that ………………….. (insert individual‟s name) will act as our
representative/ will act as the representative of the Consortium on its behalf* and has
been duly authorized to submit our Bid. Further, the authorised signatory is vested with
requisite powers to furnish such letter and authenticate the same.
Capitalized terms used herein, unless defined herein, shall have the same meaning
assigned to them in the Request for Bid No. [****] dated [****] (the “RFB”).
Thanking you,
Yours faithfully,
(Signature, name and designation of the authorised signatory)
For and on behalf of……………………………..
*Please strike out whichever is not applicable.

50
APPENDIX II
II Power of Attorney for signing of Bid
Part I – The below power of attorney to be provided by the Bidder
Know all men by these presents, we……………………………………………..
(name and address of the corporate headquarters/ registered office) (the “Principal”)
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 and holding the
position of ……………………………. , 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 in response to the Request for Bid No. [****] dated [****] (the“RFB”), for
the Amarkonda Murgadangal opencast Project proposed or being developed by the
Eastern Coalfields Limited, including but not limited to, signing and submission of our
Bid, applications and other documents and writings, participate in the pre-bid
conference and other conferences and providing information/ responses to the
Authority, representing us in all matters before the Authority, signing and execution of
all contracts (including the Contract Agreement) and undertakings consequent to
acceptance of our Bid, and generally dealing with the Authority in all matters in
connection with, or relating to, or arising out of, our Bid for the said Projectand/ or upon
award thereof to us and/or till the entering into of the Contract Agreement with the
Authority.
IN WITNESS WHEREOF WE, THE ABOVE-NAMED PRINCIPAL HAVE
EXECUTED THIS POWER OF ATTORNEY ON THIS ……… DAY OF ………….
2…..
Witnesses:
1.
For
…………………………..
(Notarised)

51
2.
Accepted
……………………………
(Signature)
Part 2 – The below power of attorney to be provided by each Member, where the Bidder
is a Consortium
pursuant to a Request for Bid No. [****] dated [****] (the “RFB”).
Whereas, we…………………………………………….. (name and address of the
corporate headquarters/ registered office) along with......................................,
…………………….., and................................... (each a “Member” and collectively
the “Consortium”) are interested in bidding for the Project in accordance with the terms
and conditions of the RFB and other connected documents in respect of the Project.
We…………………………………………….. (name and address of the corporate
headquarters/ 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 and holding the position of ................................................,
as our true and lawful attorney (hereinafter referred to as the “Attorney”) to, in our
name and on our behalf and in our capacity as a Member of the Consortium, sign the
Bid of the Consortium in response to the RFB for the Project proposed or being
developed by the Authority, including but not limited to all applications and other
documents and writings forming part of the Bid of the Consortium and required to be
signed by us in our capacity as a Member.

52
IN WITNESS WHEREOF WE, THE ABOVE-NAMED CONSORTIUM HAVE
EXECUTED THIS POWER OF ATTORNEY ON THIS ………
DAY OF …………. 2…..
For
…………………………..
For
…………………………..
Witnesses:
1.
2.
Accepted
……………………………
(Signature)
For
…………………………..
(Notarised)
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.
▪ Wherever required, the Bidder should submit for verification the extract of the charter
▪ For a power of attorney executed and issued overseas, the document will also have to be
legalised by the Indian Embassy and notarised in the jurisdiction where the power of attorney
is being issued. However, the power of attorney provided by Bidders/ Members from
countries that have signed the Hague Convention, 1961 are not required to belegalised by
the Indian Embassy if it carries a conforming Apostille certificate.

53
APPENDIX III
IIIPower of Attorney for Lead Member of Consortium
pursuant to a Request For Bid No. [****] dated [****] (the “RFB”).
Whereas, …………………….., ……………………..,........................................and
…………………….. (each a “Member” and collectively the “Consortium”) are
interested in bidding for the Project in accordance with the terms and conditions of the
RFB and other connected documents in respect of the Project, and
Whereas, it is necessary for the Members 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 Consortium‟s bid
for the Project and its execution.
We, M/s. …………………….. having our registered office at.................................. ,
M/s. …………………….. having our registered office at .................................., M/s.
…………………….. having our registered office at .................................., and 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, 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 awarded the Project,
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, submission of the Bid, applications and
other documents and writings, participate in pre-bid 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 the Authority, and/ or any other Government agency
or any person, in all matters in connection with, or relating to, or arising outof, the
Consortium‟s Bid for the Project and/ or upon award thereof till the Contract
Agreement is entered into with the Authority.
things done by our said Attorney in exercise of the powers hereby conferred shall
always be deemed to have been done by us/ Consortium.

54
IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE
EXECUTED THIS POWER OF ATTORNEY ON THIS ..............................DAY OF
………. 20.…
For ……………………..
(Signature)
……………………..
(Name & Title)
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 therequired
procedure.
▪ Wherever required, the Bidder should submit for verification the extract of the charter
▪ For a power of attorney executed and issued overseas, the document will also have to be
legalised by the Indian Embassy and notarised in the jurisdiction where the power ofattorney
is being issued. However, the power of attorney provided by Bidders/ Membersfrom
countries that have signed the Hague Convention, 1961 are not required to be legalisedby the
Indian Embassy if it carries a conforming Apostille certificate.

55
APPENDIX IV
IV Joint Bidding Agreement
(Refer Clause 2.2.7(e) of RFB)
(To be executed on stamp paper of appropriate value)
THIS JOINT BIDDING AGREEMENT is entered into on this................. day of
………… 20… (the “Agreement”)
AMONGST
$
………… (hereinafter referred to as the “First Party” which expression shall,
AND
………… (hereinafter referred to as the “Second Party” which expression
assigns)}
AND
………… (hereinafter referred to as the “Third Party” which expressionshall,
The above mentioned First Party, Second Party, and the Third Party are
collectively referred to as the “Parties” and each is individually referred to as
a “Party”.
WHEREAS,
(A) The Eastern Coalfields Limited, established/ incorporated under the (Indian)
Companies Act, 1956, represented by its Chairman and Managing Director
and having its principal offices at Sanctoria, Dishergarh, Dist: Burdwan, W.B.
(hereinafter referred to as the “Authority” has invited bids from eligible
bidders by its Request For Bid No. ………… dated..................(the “RFB”) to
award the work of exploration, development and operation of the Amarkonda
Murgadangal Coal Mine Project (the “Project”) through a mine operator
(B) The Parties are interested in jointly bidding for the Project as a Consortium in
accordance with the terms and conditions of the RFB and other Bidding
Documents in respect of the Project, and
$
The number of Parties (i.e. Members of the Consortium) should be shown here, as applicable, subject
however to a maximum of 3 (three).

56
(C) It is a necessary condition under the RFB that where the Bidder is a Consortium
then the Members of the Consortium shall enter into a Joint Bidding Agreement
and furnish a copy thereof with their Bid.
NOW IT IS HEREBY AGREED as follows:
1. Definitions and Interpretations
In this Agreement, the capitalised terms shall, unless the context otherwise
requires, have the meaning ascribed thereto under the RFB.
2. Consortium
2.1 The Parties do hereby irrevocably constitute a consortium (the “Consortium”)
for the purpose of jointly participating in the Bidding Process for the Project.
2.2 The Parties hereby undertake to participate in the Bidding Process only through
the Consortium and not individually and/ or through any other consortium
constituted for the Project, either directly or indirectly or through any of their
Associates.
3. Covenants
The Parties hereby undertake that in the event that the Consortium is declared
the Successful Bidder and awarded the Project, they shall incorporate a
company limited by shares under the provisions of the (Indian) Companies Act,
2013 as a special purpose vehicle (the “SPV”) for entering into theContract
Agreement with the Authority and for performing all the obligations of the
“Mine Operator” in terms of the Contract Agreement for the Project.
4. Role of the Parties
The Parties hereby undertake to perform the roles and responsibilities as
described below:
First Party shall be the Lead Member and shall have obtained a power of
attorney from the other Parties for conducting all business for, and on behalf of,
the Consortium during the Bidding Process and until the Appointed Date under
the Contract Agreement when all the obligations of the SPV shallbecome
effective.
{Include role and responsibilities of the Parties}
5. Shareholding in the SPV
5.1 The Parties agree that the proportion of shareholding among the Parties in the
subscribed and paid up equity share capital of the SPV shall be as follows:
First Party (the Lead Member):
Second Party:
{Third Party:}

57
5.2 The Parties undertake that the Parties of the {First, Second and Third} Part
whose technical and financial experience shall be reckoned for the purposes of
qualification and evaluation of the Consortium for the Project in terms of the
RFB, shall each subscribe to 26% (twenty six per cent) or more of the paid up
and subscribed equity share capital of the SPV, and the Parties further undertake
that each such Party shall, for a period starting from the date of incorporation of
the SPV until the second anniversary of the date of commercial operation (as
defined in the Contract Agreement) of the Project, hold at least: 26% (twenty
six per cent) of the subscribed and paid up equity share capital of the SPV.
5.3 Without prejudice to Clause 5.2 above, the Parties undertake that they shall
collectively hold not less than 75% (seventy-five per cent) of the subscribed and
paid up equity share capital of the SPV at all times, and in no case the subscribed
and paid up equity share capital of the SPV will be less than 20% (twenty per
cent) of the Annual Contract Value.
5.4 The Parties undertake that they shall comply with all equity lock-in requirements
as set forth in the Contract Agreement.
6. 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 the requisite power and authority
to enter into this Agreement;
(b) the execution, delivery and performance by such Party of this
Agreement has been authorised by all necessary and appropriate
corporate or governmental 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 such Party is annexed
to this Agreement, and will not, to the best of its knowledge:
(i) require any consent or approval not already obtained;
(ii) violate any applicable law presently in effect and having
applicability to it;
(iii) violate its charter documents, by-laws or other applicable
organisational documents thereof;
(iv) violate any clearance, permit, concession, grant, license or other
governmental authorisation, approval, judgement, order or
decree or any mortgage deed, 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

58
(v) 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 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;
(c) this Agreement is the legal and binding obligation of such Party,
enforceable in accordance with its terms against it; and
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
7. Termination
This Agreement shall be effective from the date hereof and shall continue in full
force and effect until the execution of the Contract Agreement, in case the
Consortium is declared the Successful Bidder. However, in case theConsortium
is either not qualified for the Project or does not get selected as theSuccessful
Bidder, the Agreement will stand terminated upon the disqualification of the
Consortium or upon return of the Bid Security by the Authority to the
Consortium, as the case may be.
8. Miscellaneous
8.1 This Joint Bidding Agreement shall be governed by laws of {India}.
8.2 The Parties acknowledge and accept that this Agreement shall not be amended
by the Parties without the prior written consent of the Authority.
WRITTEN.
SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED
LEAD MEMBER by: SECOND PARTY
(Name) (Name)
(Address) (Address)

59
{SIGNED, SEALED AND DELIVERED
THIRD PARTY
(Signature)
(Name)
(Designation)
(Address)}
In the presence of:
1. 2.
Notes:
1. The mode of the execution of the Joint Bidding Agreement should be in
accordance with the procedure, if any, laid down by 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.
2. The Joint Bidding Agreement should attach a copy of the extract of the
charter documents of the executants and documents such as resolutions/
power of attorney/ letter of authority in favour of the person executingthis
Agreement for the delegation of power and authority to execute this
Agreement on behalf of the executants.
3. For a Joint Bidding Agreement executed and issued overseas, the
document shall be legalised by the Indian Embassy and notarized in the
jurisdiction where the Joint Bidding Agreement has been executed.

60
APPENDIX V
V Joint Operating Agreement
(Refer Clause 2.2.11 of RFB$
)
(To be executed on Non-Judicial stamp paper of appropriate value)
This Joint Operating Agreement ("JOA") is executed on this day of { } Two
thousand { } between M/s { }, a company/Partnership Firm/LLP/ Sole
Proprietorship/individual {resident of { } or incorporated under the laws of { }
and having its registered office or principal place of business at { }} (hereinafter called the
{"Lead Member" / “Single Bidder”} which expression shall include its successors,
executors and permitted assigns); {and}
{{ } a company/Partnership Firm/ LLP/Sole Proprietorship/individual {resident of {
} or incorporated under the laws of {….} and having its registered office or principal place
of business at { } (hereinafter called the "Consortium Member-1", which expression shall
include its successors, executors and permitted assigns); {and}
{ } a company / Partnership Firm/ LLP/Sole Proprietorship/individual {resident of {
} or incorporated under the laws of { } and having its registered office or principal place of
business at { } (hereinafter called the "Consortium Member-2", which expression shall
} or incorporated under the laws of { } and having its registered office or principal placeof
business at { } (hereinafter called the "Associate Number -1", which expression shall
business at { } (hereinafter called the "Associate Number -2", which expression shall
business at { } (hereinafter called the "Associate Number -3", which expressionshall
include its successors, executors and permitted assigns).}
{The Lead Member, Consortium Member-1 and the Consortium Member-2 are hereinafter
collectively referred to as the "Consortium Members" or the "Consortium".
$
Note: In terms of clause 2.2.11 of the RFB, the JOA is to be executed by: (a) Member(s) of the Consortium
with other Member(s) of the Consortium whose Technical Capacity is furnished and relied upon; or (b) Bidder
(single entity or Member(s) of the Consortium) with the Associate(s) whose Technical Capacity is furnished
and relied upon. Accordingly, the format including the name/party clause and signature blocks of the JOA to
be modified.

61
The Associate Number -1, Associate Number -2 and Associate Number -3 are hereinafter
collectively referred to as the "Associates".
The {Single Bidder / Consortium Members} {and the Associates} are hereinafter referred
to individually as "Party" and collectively as "Parties".}
WHEREAS
A. Eastern Coalfields Limited, a company incorporated under the Companies Act, 1956,
and having its registered office at Sanctoria, Dishergarh, Dist: Burdwan,
W.B. ("Authority") intends to explore, develop, construct and operate
Amarkonda Murgadangal coal mine Project by appointing the mine operator.
B. The Authority has invited bids from eligible bidders by its Request for Bid No. […]
dated [….] (“RFB”) to award the work of exploration, development and operation of
Amarkonda Murgadangal coal mine Project through a mine operator.
C. In order to meet the eligibility and qualification criteria set out in Section 2.2 of
„Instructions to Bidders‟ of the RFB, the {Single Bidder/Consortium} has relied on the
technical strength of {the Lead Member or Consortium Member-1 or Consortium
Member-2 and/or the relevant Associate(s), as applicable, whose Technical Capacity is
furnished and relied upon by the Single Bidder/Consortium} to meet the eligibility
criteria contemplated in the RFB}.
D. It is a condition under the RFB that where the Technical Capacity of any Associate {or
any Consortium Member(s) of the Consortium} is furnished and relied upon for
evaluation, the {Single Bidder or Consortium} must enter into a Joint Operating
Agreement with such {Associate and/or relevant Member(s) of the Consortium} and
furnish a copy thereof with their Bid.
NOW THEREFORE THIS AGREEMENT WITNESSETH AS UNDER:
1. All capitalised terms used herein if not otherwise or specifically defined under this
Agremeent shall have the same meaning as those ascribed to them in the RFB
(including the Bidding Documents).
2. The Parties hereby irrevocably and unconditionally agree and undertake to be jointly
and severally bound and liable for any and all acts and omissions of the {Single
Bidder/Consortium}, in the same manner and to the same extent as set forth in the
Contract Agreement. For the avoidance of doubt, it is clarified that:
(a) {any service by Authority of a notice to the Consortium pursuant to terms
of the Contract Agreement shall be deemed to be services of noticeto the
Consortium Members, on a several basis};
(b) {the Single Bidder/Consortium} has relied on the Technical Capacity of
{Details of the Consortium Member(s) and/or the Associate(s) on whom the
Single Bidder/Consortium has relied} in accordance with Clause 2.2.4 of the
RFB; and
(c) the {Single Bidder/Consortium} guarantees that it has relied on only 1 (one)

62
Associate {for each Consortium Member} to qualify in this Bid.
3. The Parties hereby undertake that in the event the {Single Bidder/Consortium}
is declared as the Successful Bidder, the {Single Bidder/Consortium} shall incorporate
a company limited by shares in terms of the Companies Act, 2013 as a special purpose
vehicle (the “SPV”), as stipulated in the RFB, for entering into the Contract Agreement
with the Authority and for performing all obligations of the Mine Operator in terms
of the Contract Agreement. The Parties further undertake that the SPV, so
incorporated, shall enter into the Contract Agreement with the Authority within 90
(ninety) days or such period as extended by the Authority of the issuance of the LOA
or within such time period as may be extended by the Authority, if any.
4. The SPV incorporated under clause 3 of this JOA shall have following equity
shareholding:
(i) {Single Bidder – {…} per cent or Lead Member- {…} per cent;
(ii) Consortium Member-1 {…} per cent; and
(iii) Consortium Member-2 {…} per cent.
5. The {Single Bidder/Consortium} further undertakes that in accordance with Clause
2.2.6 of the RFB and subject to Clause 2.2.7(e)(iv) of the RFB, the {Single
Bidder/Consortium} shall {collectively} hold not less than 75% (seventy-five per cent)
of the subscribed and paid up equity share capital of the SPV at all times, and inno
case the subscribed and paid up equity share capital of the SPV will be less than 20%
(twenty per cent) of the Annual Contract Value.
6. {The Consortium undertakes that each of the Consortium Members, whose technical
and financial experience will be evaluated for the purposes of this RFB, shall each
subscribe to at least 26% (twenty-six per cent) or more of the paid up and subscribed
equity share capital of the SPV. In addition, the Consortium undertakes that each of
the Consortium Members, whose technical and financial experience will be evaluated
for the purposes of this RFB shall, for a period starting from the date of incorporation
of the SPV until the second anniversary of the Commercial Operation Date, hold at
least: 26% (twenty six per cent) of the subscribed and paid up equity share capital of
the SPV}
7. The Parties hereby assume full responsibility and liability for the performance by the
{Single Bidder/Consortium} of its obligations in accordance with and subject to the
terms of the Contract Agreement and RFB read with this JOA; the {Single
Bidder/Consortium Members} confirm that in the event the {Single
Bidder/Consortium} is the Successful Bidder, {the Single Bidder/each of the
Consortium Members} and each of the Associates shall promptly and in no event later
than 60 (sixty) days from the date of issue of the LOA, furnish additional performance
guarantee(s) in favour of the Authority for an amount of {equivalent to 1% (one per
cent) of the Annual Contract Value}, in addition to the contract Performance Security
to be provided by the SPV in terms of the Contract Agreement.This additional
performance guarantee in the form of an irrevocable and unconditional bank guarantee
in favour of the Authority shall be kept valid and operative up to 90 (ninety) days after
the expiry of the validity of JOA.

63
8. The Parties hereby undertake to perform the roles and responsibilities as described
below:
(i) {Single Bidder shall be responsible for …………………
(ii) Lead member shall be responsible for………….
(iii) Consortium Member 1 shall be responsible for………
(iv) Consortium Member 2 shall be responsible for…………
(v) Associate shall be responsible for.................. }
9. Subject to Clause 10 of this JOA, upon any default, whatsoever by the {Single
Bidder/Consortium} in performing, meeting or otherwise complying with any of its
obligations in accordance with the terms of the Contract Agreement, the Authority may
at any time as it deems fit and/or appropriate in its sole discretion, withoutgiving
any opportunity of recourse to the {Single Bidder/Consortium}, require the Parties to
hold the Authority harmless from and against any and all damages, losses, liabilities,
obligations, claims of any kind, interest, cost, fee, or expenses (including, without
limitation, reasonable attorneys' fees and expenses) suffered, incurred or paid by
Authority, as a result of, in connection with or arising out of such default; and the
obligations of the Parties or the rights of the Authority hereunder, shall not stand
revoked, or otherwise be impaired or mitigated in any manner whatsoever, if there
exists at any time any dispute before any court (whether in India or abroad), arbitration,
claims, settlements, obligations, expert determination or similar proceedings under the
Contract Agreement between the {Single Bidder/Consortium} and the Authority.
10. Notwithstanding anything to the contrary contained in this JOA or the Contract
Agreement, the aggregate liabilities and obligations of the Parties under or in
connection with this JOA shall not exceed the aggregate liabilities and obligations of
the {Single Bidder/Consortium} under the Contract Agreement and it shall continue
for at least 2 (two) years from the Commercial Operation Date; provided that nothing
contained in this Clause 3 shall deem to affect the rights of the Authority that arise
before such time referred to above.
11. The Parties hereby irrevocably and unconditionally undertake, agree and
acknowledge that their respective obligations hereunder:
(a) ) are irrevocable, absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of the Contract Agreement, or
the insolvency, bankruptcy, reorganisation, dissolution, winding-up or
liquidation of the {Single Bidder/Consortium} or any change in the ownership
of the {Single Bidder/Consortium}, or any purported assignment by the
{Single Bidder/Consortium} or any other circumstances whatsoever which
might otherwise constitute a defence or discharge of a guarantor or surety;
(b) ) shall not be affected by the existence of or release or variation of any guarantee
of or security for any of the obligations of the {Single Bidder/Consortium} under
the Contract Agreement;
(c) ) shall not be affected by any failure by Authority to pay or perform any of their
obligations under the Contract Agreement, or any waiver of any of such
obligations;
(d) ) shall not be affected by any exercise or non-exercise of any right, remedy,
power or privilege of any person under or in respect of any payment
obligations of the {Single Bidder/Consortium} under the Contract Agreement;

64
and
(e) ) shall not be affected by any failure, omission or delay on Authority's part
to enforce, assert or to exercise any right, power or remedy conferred on
Authority in this JOA or any such failure, omission or delay on Authority's part
in connection with any obligation of the {Single Bidder/Consortium} under the
Contract Agreement.
12. Each Party hereby represents and warrants that:
(a) it is duly organized and validly existing under the laws of the jurisdiction of their
organization, and has full power, authority and capability to enter into thisJOA
and to perform all acts and obligations contemplated herein;
(b) this JOA has been duly signed and delivered by it and its obligations described
in this JOA are legal, valid and binding obligations of such Party; and
(c) the execution, delivery and performance of this JOA has been authorised by
all necessary and appropriate corporate or governmental action and the entry into
and performance of this JOA:
(i) {will not conflict with or violate any provision of any of its constitutional
documents / charters or other organizational document; }
(ii) will not require any notice to or filing with, or any Approval of, any
Authority or the consent of any third party;
(iii) will not conflict with, result in a breach of, or constitute (with or without
due notice or lapse of time or both) a default under, result in the
acceleration of obligations under, create in any person the right to
terminate, modify or cancel, or require any notice, consent or waiver under,
any contract or instrument to which such Party is a party or by which such
Party is bound or to which any of such Party's assets are subject;
(iv) will not result in the creation or enforcement of any security interest upon
any assets of the {Single Bidder/Consortium}; and
(v) will not violate any Applicable Law or any order, writ, injunction, or
decree applicable to it.
(d) 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 orprospects or business
of such Party in the fulfillment of its obligations under this JOA.
13. The Parties hereby acknowledge and agree that this JOA has been executed for
the sole benefit of Authority and for the specific purpose of ensuring that Authority
receives the benefits of the {Single Bidder’s /Consortium's} services under

65
and in accordance with the Contract Agreement. Accordingly, the Authority shall,
notwithstanding anything contained herein, at all times have the right to enforce the
performance by the {Single Bidder’s /Consortium Members} of
{its/their} obligations pursuant to this JOA read with the Contract Agreement and
the {Single Bidder/Consortium Members} hereby irrevocably and unconditionally
waive(s) any defence, rights or protection that they may have in law, contract or
otherwise in this regard.
14. This JOA supersedes and replaces any previous agreement or understanding between
the Parties, whether oral or written, on the subject matter hereof, prior tothe date
of this JOA. For the avoidance of doubt, this JOA shall not supersede, and shall at all
times be subject to, the Contract Agreement.
15. {Neither the Single Bidder/ Consortium Members} nor the Associate(s) shall assign
or delegate its rights, duties or obligations under this JOA and the Contract Agreement
in any manner whatsoever, except with prior written consent of the Authority.
16. No waiver by any Party or the Authority of any one or more obligations or defaults
by any other Party in the performance of this JOA and the Contract Agreement shall
operate or be construed as a waiver of any other obligations or defaults whether of a
like or of a different character.
17. The terms and conditions of this JOA shall not be amended or modified, varied or
supplemented, except with prior written consent of the Authority and by an instrument
in writing signed by all the Parties.
18. Each of the Parties shall from time to time and at all times do all such further acts
and execute and deliver all further deeds and documents as shall be reasonably required
by the Authority.
19. This JOA shall be construed and interpreted in accordance with the laws of India
and the courts of {…} shall have exclusive jurisdiction in all matters underthis
JOA.
20. We, the Parties agree that this JOA shall be irrevocable and shall form an integral part
of the Contract Agreement. We further agree that this JOA shall be effective and
continue to be enforceable for at least {2 (two)} years from the Commercial Operation
Date.
21. This Agreement shall be effective from the date hereof, in case the Single
Bidder/Consortium is declared as the Successful Bidder. However, in case the Single
Bidder/Consortium is either not qualified for undertaking the Project or does not get
selected as the Successful Bidder, the Agreement will stand terminated upon the
disqualification of the Single Bidder/Consortium or upon return of the Bid Security by
the Authority to the Single Bidder/Consortium, as the case may be.
IN WITNESS WHEREOF, the Parties have, through their authorised representatives,
executed these presents and affixed the common seals of their respective companies on
the day, month and year first mentioned above at (Place).

67
Name:
Designation:
Witness-1
Witness-2
Note: Notarized Power of Attorney of the Persons signing the Joint Operating
Agreement along with the board resolution or a letter of authority in support
of such Power of Attorney shall necessarily be furnished and to be attached
with the signed Joint Operating Agreement.

68
APPENDIX-V
ANNEX-I
ADDITIONAL PERFORMANCE GUARANTEE
{………………………………………….}
WHEREAS:
(A) {…………………………………..} having its principal offices at
{…………………………} ("Authority") have issued Letter No.: {…………
……………..} dated {……….} (the "Letter of Award") whereby the Authority has
awarded the work of {…………………………..} through,
{………………………….} having it Principal office at {…………..} (―Mine
Operator”), subject to and in accordance with the provisions of the agreement dated
…………….. (“Agreement”) and the Bidding Documents.
(B) {……………………….} (the "Mine Operator") relied on the strength of {M/s
……………………} (“Single Bidder”) having its principal or registered place of
business at ……………. / Consortium Members viz. {M/s ................................. }
(“Lead Member”) having registered businesses place at …………….. , {M/s
…………………..} (“Consortium Member – 1”) having registered businesses place
at ……..……….. { {M/s …………………..} (“Consortium Member – 2”) having
registered businesses place at …………….., and {M/s................................. }
(“Associate – 1”) having registered businesses place at …………….. , {M/s
…………………..} (“Associate – 2”) having registered businesses place at
………….. and {M/s …………………..} (“Associate – 3”) having registered
businesses place at.......................}.
(C) In terms and conditions of the Bidding Documents each {Single Bidder/Consortium
Member and Associate} having agreed to furnish additional performance guarantee to
the Authority of a sum of Rs {………….} (INR ........................................ ) equivalent
to 1% (one per cent) of the Annual Contract Value – ("Additional Performance
Guarantee Amount") as guarantee for due and faithful performance of its obligations,
under and in accordance with the Bidding Documents.
(D) The Mine Operator shall keep the Performance Guarantee valid, effective and in full
force in an extendable/ renewable manner revolving after a period of at least 3 (three)
years, in accordance with the provisions of the Agreement.
(E) This Additional Performance Guarantee (as defined hereunder) shall be kept valid and
operative up to 90 (ninety) days after the expiry of the validity of the JOA, as executed
by and among the persons mentioned at Recital (B) hereinabove, (“Guarantee
Period”). The validity of the JOA shall be at least 2 (two) years from the Commercial
Operation Date.
(F) We, ……………………….. through our branch at.........................................(the
"Bank") have agreed to furnish this bank guarantee by way of additional performance
guarantee (“Additional Performance Guarantee”) which is valid from ……………
…… to……………………….

69
NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees
and affirms as follows:
performance of all or any of the Mine Operator‟s obligations, under and in accordance
with the provisions of the Agreement, on its mere first written demand, and without any
demur, reservation, recourse, contest or protest, and without any reference to the Mine
Operator, such sum or sums up to an aggregate sum of the Additional Performance
Guarantee Amount as the Authority shall claim, without the Authority being required to
prove or to show grounds or reasons for its demand and/ or for the sum specified therein.
2. A letter from the Authority, under the hand of an officer not below the rank of a General
Manager or equivalent, that the Mine Operator has committed default in the due and
faithful performance of all or any of its obligations under and in accordance with the
Agreement shall be conclusive, final and binding on the Bank. The Bank further agrees
that the Authority shall be the sole judge as to whether the MineOperator is in default
in due and faithful performance of its obligations under the Agreement and its decision
that the Mine Operator is in default shall be final and binding on the Bank,
notwithstanding any difference between the Authority and the Mine Operator, or any
dispute between them pending before any court, tribunal, arbitrators or any other
authority or body, or by the discharge of the Mine Operator forany reason whatsoever.
3. In order to give effect to this Additional Performance Guarantee, the Authority shall be
entitled to act as if the Bank were the principal debtor and any change in the constitution
of the Mine Operator and/or the Bank, whether by their absorption with any other body
or corporation or otherwise, shall not in any way or manner affect the liability or
obligation of the Bank under this Additional Performance Guarantee.
4. It shall not be necessary, and the Bank hereby waives any necessity, right or obligation
of the Authority, for the Authority to proceed against the Mine Operator before
presenting to the Bank its demand under this Additional Performance Guarantee.
the Bank under this Additional Performance Guarantee and without any liability towards
the Bank, to vary at any time, the terms and conditions of the Agreement or toextend the
time or period for the compliance with, fulfilment and/or performance of allor any of
the obligations of the Mine Operator contained in the Agreement or to postpone for any
time, and from time to time, any of the rights and powers exercisable by the Authority
against the Mine Operator, and either to enforce or forbear from enforcing any of the
terms and conditions contained in the Agreement and/ or the securities available to the
Authority, and the Bank shall not be released from its liability and obligation under this
Additional Performance Guarantee by any exercise by the Authority of the liberty with
reference to the matters aforesaid or by reason of time being given to the Mine Operator
or any other forbearance, indulgence, act or omission on the part of the Authority or of
any other matter or thing whatsoever whichunder any law relating to sureties and
guarantors would, but for this provision, havethe effect of releasing or discharging
the Bank from its liability and obligation under

70
this Additional Performance Guarantee and the Bank hereby waives all of its rights,
remedies or recourse under any such law.
6. This Additional Performance Guarantee is in addition to, and not in substitution of,
any other guarantee or security now or which may hereafter be held by the Authority in
respect of, or relating to, the Agreement or for the fulfilment, compliance and/ or
performance of all or any of the obligations of the Mine Operator under the Agreement.
7. Notwithstanding anything contained hereinbefore, the liability of the Bank under this
Additional Performance Guarantee is restricted to the Additional Performance
Guarantee Amount and this Additional Performance Guarantee will remain in force until
the expiry of the Guarantee Period, and upon the expiry of the Guarantee Period, unless
a demand or claim in writing is made by the Authority on the Bank under this Additional
Performance Guarantee no later than 6 (six) months from the date of expiryof the
Guarantee Period, all rights of the Authority under this Additional Performance
Guarantee shall be forfeited and the Bank shall be relieved from its liabilities hereunder.
8. The Bank undertakes not to revoke this Additional Performance Guarantee during its
currency, except with the previous express consent of the Authority in writing, and
declares and warrants that it has the power to issue this Additional Performance
Guarantee and the undersigned has full powers and authority to execute this Additional
Performance for and on behalf of the Bank.
addressed to the Bank at its above referred branch, which shall be deemed to have been
duly authorised to receive such notice and to effect payment thereof forthwith, and if
sent by post it shall be deemed to have been given at the time when it ought to have been
delivered in due course of post and in proving such notice, when given by post, it shall
be sufficient to prove that the envelope containing the notice was posted and a certificate
signed by an officer of the Authority that the envelope was so posted shall be conclusive
and binding on the Bank.
10. Subject to clause 7 hereinabove, this Additional Performance Guarantee shall come into
force with immediate effect and shall remain in force and effect until the expiry ofthe
Guarantee Period or until it is released earlier by the Authority pursuant to the provisions
of the Agreement.
11. Capitalised terms used herein, unless specifically defined herein, shall have the meaning
assigned to them in the Agreement and the RFB.
the BANK by:
(Signature)
(Name)
(Designation)

73
APPENDIX VII
VII Mine Profile
1. Name of the Mine/Project: Amarkonda Murgadangal
2. Location: Dumka District, Jharkhand
3. Brief details of the Project: The area forms a part of Jharkhand plateau (Santhal Parganas)
with isolation hillocks rising to maximum height of 209m from mean sea level. Dwarka
river is the main drainage of the area and flows from North-West to South-East direction.
Around 20% of the area is covered by protected forest.
4. Mine Area: about 7.68 sq. km.
5. Mode of Operation: Opencast
6. Details of seams:
Coal Seam/
Parting
Thickness/ Parting Range
(m)
Average
Thickness(m)
Dominant Depth Range (Roof) (m)
Min. Max. Min. Max.
Zone-VII 2.42 9.03 5 9 (incrop) 295
Parting 22.42 40.63
Zone-VI 0.72 12.56 8 6 (incrop) 343
Parting 7.39 18.1
Zone-V 2.13 9.18 6 15 (incrop) 357
Parting 7.09 20.08
Zone-IV 12.71 25.59 18 13 (incrop) 385
Parting 7.71 21.60
Zone-III 10.18 40.26 20 12 (inrcrop) 444
Parting 17.07 79.45
Zone-II 7.60 24.41 15 Incrop 412
Parting 68.75 70.8
Zone-I 2.05 11.16 8 46 400
7. Estimated total Geological Reserve within the block (On the basis of Regional
Exploration): 411.21 Mt.
8. Estimated total Extractable Reserve: 94.00 Mt.
9. Minimum Extractable Reserve: 94.00 Mt.
10. Peak rated capacity: 6.0 Mty
11. Notional Stripping Ratio: 4.26
12. Other available geological information: separately attached
13. Any other relevant information of the mine block, as available: Geological Plan with
cardinal points (separately attached)
14. Estimated Average Grade of coal (for the purpose of estimating NPV): G 10
15. Sale value of coal (for the purpose of estimating NPV): Rs. 1120 per tonne

76
APPENDIX IX
IX PROFORMA OF MINING SCHEME
(„Mining Scheme‟ shall be submitted by each Bidder with the Bid)
1. Proposed Mine Life:
2. Proposed Mining Method (s):
3. Proposed Contracted Capacity:
4. Proposed Exploration Programme :
5. Production Schedule
Year Proposed Production
(in Million tonne)
1st
Year 0.00
2nd
Year
3rd
Year
……
25th
Year or proposed Life of
the mine which is shorter
TOTAL
1st year of the Production Schedule will commence from the Appointed Date
(as defined in the Contract Agreement)

0
Contract Agreement
for
Exploration, Development & Operation
of Amarkonda Murgadangal Coal Mines

1
CONTENT
PART I 9
PRELIMINARY 9
1 DEFINITIONS AND INTERPRETATION 12
1.1 Definitions 12
1.2 Interpretation 12
1.3 Measurements and arithmetic conventions 15
1.4 Priority of agreements, clauses and schedules 15
PART II 17
SCOPE OF THE PROJECT 17
2 SCOPE OF THE PROJECT 18
2.1 Scope of the Project 18
2.2 Provisions to exit from the Agreement 18
3 APPOINTMENT OF MINE OPERATOR 20
3.1 Appointment of Mine Operator 20
3.2 Substitution of the Authority 21
4 CONDITIONS PRECEDENT 22
4.1 Conditions Precedent 22
4.2 Damages for delay by the Authority 24
4.3 Damages for delay by the Mine Operator 24
4.4 Commencement of Contract Period 25
4.5 Deemed Termination upon delay 25
5 OBLIGATIONS OF THE MINE OPERATOR 26
5.1 Obligations of the Mine Operator 26
5.2 Obligations relating to Project Agreements 28
5.3 Obligations relating to Change in Ownership 29
5.4 Obligations relating to employment of foreign nationals 30
5.5 Obligations relating to employment of trained personnel 30
5.6 Obligations relating to Taxes 30
5.7 Obligations relating to an Owner 32
5.8 Obligations relating to the Manager and employees 32
5.9 Obligations relating to reporting requirements 32
5.10 Sole purpose of the Mine Operator 33
5.11 Obligations relating to Rehabilitation and Resettlement 33
5.12 Obligations relating to Geological Report 33
5.13 Obligations relating to Mining Plan 33
5.14 Obligations relating to Detailed Project Report (DPR) 34
5.15 Obligations relating to scientific studies 35
5.16 Obligations relating to land acquisition 35
5.17 Obligations relating to progressive restoration 35
5.18 Obligations after closure of Mining 36

2
5.19 Obligations towards Corporate Social Responsibility (―CSR‖) 36
6 OBLIGATIONS OF THE AUTHORITY 38
6.1 Obligations of the Authority 38
7 REPRESENTATION AND WARRANTIES 40
7.1 Representations and warranties of the Mine Operator 40
7.2 Representations and warranties of the Authority 42
7.3 Disclosure 42
8 DISCLAIMER 44
8.1 Disclaimer 44
PART III 45
DEVELOPMENT AND OPERATIONS 45
9 PERFORMANCE SECURITY 46
9.1 Performance Security 46
9.2 Appropriation of Performance Security 46
9.3 References to Performance Security 47
10 ACCESS TO THE SITE 48
10.1 The Site 48
10.2 Access to the Site 48
10.3 Procurement of the Site 49
10.4 Protection of Site from Encumbrances 50
10.5 Special/ temporary right of way 50
10.6 Geological and archaeological finds 50
10.7 Resettlement and Rehabilitation of PAPs 50
11 UTILITIES AND ROADS 51
11.1 Existing utilities and roads 51
11.2 Shifting of obstructing utilities 51
11.3 New utilities 51
12 DEVELOPMENT OF THE MINES 52
12.1 Development of Mines 52
12.2 Obligations prior to commencement of construction 53
12.3 Drawings 53
12.4 Scheduled Completion Date 54
12.5 Provision of infrastructure 55
12.6 Development of township 55
13 MONITORING OF CONSTRUCTION 57
13.1 Monthly progress reports 57
13.2 Inspection 57
13.3 Tests 57
13.4 Delays during construction 58
13.5 Video recording 58
14 COMPLETION CERTIFICATE 59

3
14.1 Tests 59
14.2 Commercial Operation Date 59
14.3 Completion 59
14.4 Withholding of Completion Certificate 60
14.5 Rescheduling of Tests 60
15 CHANGE OF SCOPE 61
15.1 Change of Scope 61
15.2 Procedure for Change of Scope 61
15.3 Payment for Change of Scope 62
15.4 Restrictions on certain works 62
16 OPERATION AND MAINTENANCE 63
16.1 O&M obligations of the Mine Operator 63
16.2 Maintenance Requirements 64
16.3 Maintenance Manual 64
16.4 Maintenance Programme 65
16.5 Safety, breakdowns and accidents 66
16.6 De-commissioning due to Emergency 66
16.7 Section closure 66
16.8 Maintenance obligations 67
16.9 Authority's right to take remedial measures 67
16.10 Overriding powers of the Authority 67
16.11 Restoration of loss or damage to the Mines 68
16.12 Modifications to the Mines 68
16.13 Excuse from performance of obligations 68
17 SAFETY REQUIREMENTS 70
17.1 Safety Requirements 70
17.2 Guiding principles 71
17.3 Expenditure on Safety Requirements 71
17.4 Annual Safety Report 71
18 SECURITY OF THE MINES 73
18.1 Security of the Mines 73
18.2 Installation of Security Equipment 73
18.3 Real Time Monitoring of Operations 73
18.4 Prevention of pilferage of Coal 73
19 MONITORING OF OPERATION AND MAINTENANCE 74
19.1 Monthly status reports 74
19.2 Reports of unusual occurrence 74
19.3 Inspection 75
19.4 Tests 75
19.5 Remedial measures 75
19.6 Production and Delivery Statements/ Reports 75

4
19.7 Annual measurement of excavation 76
20 REMOVAL OF OVERBURDEN 77
20.1 Removal of Overburden 77
20.2 Schedule for Removal of Overburden 77
20.3 Overburden Adjustable Amount 78
20.4 Damages for Failure to remove Overburden 79
21 PRODUCTION OF COAL 80
21.1 Production of Coal 80
21.2 Annual Production Programme 80
21.3 Delivery Point 81
21.4 Extension of Annual Production Programme 81
21.5 Damages for shortfall 82
22 COAL DEPOT 84
22.1 Coal Depot 84
22.2 Facilities and equipment at Coal Depot 84
23 STORAGE AND TESTING 86
23.1 Storage of Coal 86
23.2 Testing of Coal 86
23.3 Reporting of Coal stock 86
24 DISPATCH AND DELIVERY 88
24.1 Dispatch of Coal 88
24.2 Delivery and loading of Coal 88
24.3 Title and Risk in Coal 88
25 KEY PERFORMANCE INDICATORS 89
25.1 Key Performance Indicators 89
25.2 Production Programme and Project Milestones 89
25.3 Adjustments in Mining Charge 89
25.4 Monthly Report 90
26 ENGINEER IN CHARGE 91
26.1 Engineer in charge 91
26.2 Duties and functions 91
26.3 Replacement of Engineer in charge 91
PART IV 92
FINANCIAL COVENANTS 92
27 MOBILISATION ADVANCE 93
27.1 Mobilisation Advance 93
28 MINING CHARGE AND OTHER CHARGES 94
28.1 Mining Charge 94
28.2 Additional Capacity 95
28.3 Exploration Charge 95
28.4 Taxes and duties 95

5
28.5 Stockpiling and Re-handling 96
29 BILLING AND PAYMENT 97
29.1 Billing and Payment 97
29.2 Disputed Amounts 98
29.3 Provisional payment against Price Index 99
30 DETERMINATION OF GRADE 100
30.1 Determination of Grade at Coal Seams 100
31 REVENUE SHORTFALL LOAN 101
32 INSURANCE 102
32.1 Insurance during Contract Period 102
32.2 Insurance Cover 102
32.3 Notice to the Authority 102
32.4 Evidence of Insurance Cover 103
32.5 Remedy for failure to insure 103
32.6 Waiver of subrogation 103
32.7 Mine Operator's waiver 103
32.8 Application of insurance proceeds 103
33 ACCOUNTS AND AUDIT 105
33.1 Audited accounts 105
33.2 Appointment of Auditors 105
33.3 Certification of claims by Auditors 105
33.4 Set-off 106
33.5 Dispute resolution 106
PART V 107
FORCE MAJEURE AND TERMINATION 107
34 FORCE MAJEURE 108
34.1 Force Majeure 108
34.2 Non-Political Event 108
34.3 Indirect Political Event 109
34.4 Political Event 109
34.5 Duty to report Force Majeure Event 110
34.6 Effect of Force Majeure Event 110
34.7 Allocation of costs arising out of Force Majeure 111
34.8 Termination Notice for Force Majeure Event 111
34.10 Excuse from performance of obligations 111
34.11 Relief for Unforeseen Events 112
35 COMPENSATION FOR BREACH OF AGREEMENT 113
35.1 Compensation for default by the Mine Operator 113
35.2 Compensation for default by the Authority 113
35.3 Extension of Contract Period 113

6
35.4 Compensation to be in addition 113
35.5 Mitigation of costs and damage 114
36 SUSPENSION OF MINE OPERATOR'
S RIGHTS 115
36.1 Suspension upon Mine Operator Default 115
36.2 Authority to act on behalf of Mine Operator 115
36.3 Revocation of Suspension 115
36.4 Substitution of Mine Operator 116
36.5 Termination 116
37 TERMINATION 117
37.1 Termination for Mine Operator Default 117
37.2 Termination for Authority Default 120
37.3 Termination for expiry 121
37.4 Termination Payment 121
37.5 Other rights and obligations of the Authority 123
37.6 Survival of rights 124
38 DIVESTMENT OF RIGHTS AND INTEREST 125
38.1 Divestment Requirements 125
38.2 Inspection and cure 126
38.3 Cooperation and assistance on transfer of Project 126
38.4 Vesting Certificate 126
38.5 Divestment costs etc. 126
39 DEFECTS LIABILITY AFTER TERMINATION 128
39.1 Liability for defects after Termination 128
39.2 Retention 128
PART VI 130
OTHER PROVISIONS 130
40 ASSIGNMENT AND CHARGES 131
40.1 Restrictions on assignment and charges 131
40.2 Permitted assignment and charges 131
40.3 Substitution Agreement 131
40.4 Assignment by the Authority 132
40.5 Approvals for assignment 132
41 CHANGE IN LAW 133
41.1 Increase in costs 133
41.2 Reduction in costs 133
41.3 Procedure for adjustment 134
41.4 Restriction on compensation 134
42 LIABILITY AND INDEMNITY 135
42.1 General indemnity 135
42.2 Indemnity by the Mine Operator 135
42.3 Notice and contest of claims 136

7
42.4 Defense of claims 137
42.5 No consequential claims 138
42.6 Survival on Termination 138
43 RIGHTS TO WORK AT THE SITE 139
43.1 Rights to Work at the Site 139
43.2 Access rights of the Authority and others 139
43.3 Property Taxes 139
43.4 Restriction on sub-license or sub-letting 139
43.5 Restriction on sub-contracting or novation 139
44 DISPUTE RESOLUTION 141
44.2 Conciliation 141
44.3 Arbitration 141
44.4 Adjudication by a tribunal 142
45 DISCLOSURE 143
45.1 Disclosure of Specified Documents 143
45.2 Disclosure of Documents relating to safety 143
45.3 Withholding disclosure of Protected Documents 143
46 MISCELLANEOUS 144
46.1 Governing law and jurisdiction 144
46.2 Waiver of immunity 144
46.3 Depreciation 144
46.4 Delayed Payment 144
46.5 Waiver 145
46.6 Liability for review of Documents and Drawings 145
46.7 Exclusion of implied warranties etc. 145
46.8 Survival 145
46.9 Entire Agreement 146
46.10 Severability 146
46.11 No partnership 146
46.12 Third parties 146
46.13 Successors and assigns 147
46.14 Notices 147
46.15 Language 148
46.16 Counterparts 148
46.17 Limitation of Liability 148
47 DEFINITIONS 149
47.1 Definitions 149
SCHEDULES 165
SCHEDULE – A .............................................................................................................166
SITE OF THE PROJECT............................................................................................. 166

8
SCHEDULE — B ...........................................................................................................170
SCHEDULE—C .............................................................................................................185
PROJECT FACILITIES............................................................................................... 185
SCHEDULE – D .............................................................................................................192
SPECIFICATIONS AND STANDARDS ................................................................... 192
SCHEDULE - E ..............................................................................................................196
APPLICABLE PERMITS............................................................................................ 196
SCHEDULE - F ..............................................................................................................197
PERFORMANCE SECURITY.................................................................................... 197
SCHEDULE –G ..............................................................................................................200
PROJECT COMPLETION SCHEDULE .................................................................... 200
SCHEDULE - H..............................................................................................................201
DRAWINGS ................................................................................................................ 201
SCHEDULE - I ...............................................................................................................203
TESTS .......................................................................................................................... 203
SCHEDULE - J ...............................................................................................................205
COMPLETION CERTIFICATE.................................................................................. 205
SCHEDULE – K .............................................................................................................206
MAINTENANCE REQUIREMENTS......................................................................... 206
SCHEDULE – L..............................................................................................................208
SAFETY REQUIREMENTS....................................................................................... 208
SCHEDULE - M .............................................................................................................210
COAL SAMPLING AND TESTING .......................................................................... 210
SCHEDULE - N..............................................................................................................211
LIST OF MANPOWER TO BE PROVIDED BY THE AUTHORITY...................... 211
SCHEDULE - O..............................................................................................................213
TERMS OF REFERENCE FOR ENGINEER IN CHARGE ...................................... 213
SCHEDULE - P ..............................................................................................................219
VESTING CERTIFICATE .......................................................................................... 220
SCHEDULE - R..............................................................................................................221
SUBSTITUTION AGREEMENT................................................................................ 221
SCHEDULE - S ..............................................................................................................231
PURE AGENCY AGREEMENT ................................................................................ 232

9
PART I
PRELIMINARY
COAL MINING AGREEMENT1
1
Instructions for project-specific customisation of this document

10
THIS AGREEMENT is entered into on {the ............................................................... day
of .............................. 20 .....}
BETWEEN
1 Eastern Coalfields Limited represented by Chairman-cum-Managing Director and
having its offices at Sanctoria, P.O-Dishergarh, Dist-Pashim Bardhaman, West
Bengal (hereinafter referred to as the "Authority", which expression shall, unless
repugnant to the context or meaning thereof, include its successors and assigns), of
One Part;
AND
2 {****} Limited, a company incorporated under the provisions of the Companies
Act, 2013 and having its registered office at {****}, (hereinafter referred to as the
"Mine Operator", which expression shall, unless repugnant to the context or
meaning thereof; include its successors and permitted assigns and substitutes) of
Other Part.
WHEREAS:
(A) The Authority had resolved to procure Coal through a contract for, inter alia,
exploration, development, planning and operation of the mines at Amarkonda
Murgadangal (the "Mines") in accordance with the terms and conditions set forth in
this agreement (the "Agreement").
(B) The Authority had accordingly invited bids from prospective bidders by its Request
for Bid No. [****] (the "Request for Bid" or "RFB") that prescribed the technical
and commercial terms and conditions for selection of the successful Bidder.
(C) {After evaluation of the bids received, the Authority had accepted the bid of the {the
selected Bidder/ consortium comprising {****} and {****} (collectively the
"Consortium") with {****} as its lead member (the "Lead Member")} and issued
its Letter of Award No. {**** dated ****} (the ―Letter of Award‖ or "LOA") to
This Model Contract Agreement (the "MCA") may be customised for project-specific use in accordance
with the instructions below:
Note 1: Serially numbered footnotes in this MCA are for guidance of the Authority and should be omitted
from the draft Contract Agreement forming part of Bidding Documents.
Note 2: All project-specific provisions in this MCA have been enclosed in square parenthesis and may be
modified, as necessary, before issuing the draft Contract Agreement to Bidders.
Note 3: The asterisks in this MCA should be substituted by project -specific particulars before issuing the
draft Contract Agreement to Bidders.
Note 4: The provisions in curly parenthesis are to be retained in the draft Contract Agreement forming part
of Bidding Documents and shall be suitably modified after the issue of Letter of Award (LOA) in order to
reflect the bid specific particulars in the Contract Agreement.
Note 5: Blank spaces are to be retained in the draft Contract Agreement and shall be suitably filled after the
issue of LOA in order to reflect bid specific particulars in the Contract Agreement. However, blank spaces
shall be retained in the Schedules E to R, which contain formats that are to be used after the Contract
Agreement is executed.
Note 6: Footnotes marked "£" or in other non-numerical characters are to be retained in the draft Contract
Agreement. These footnotes are for guidance of the selected Bidders and shall be omitted before executing
the Contract Agreement. However, footnotes marked $ or $$ shall be retained in the Contract Agreement as
a part thereof

11
the {selected Bidder/ Consortium} requiring, inter alia, the execution of this
Agreement within 90 (ninety) days of the date of issue thereof}.
(D) {The selected Bidder/ Consortium} has since promoted and incorporated the Mine
Operator, being {****} as a company limited by shares under the Companies Act
2013, and has requested the Authority to accept the Mine Operator as the entity
which shall undertake and perform the obligations and exercise the rights of the
{selected Bidder/ Consortium under the LOA,} including the obligation to enter into
this Agreement pursuant to the LOA for undertaking the Project.
(E) {By its letter dated {****}, the Mine Operator has also joined in the said request of
the selected Bidder/ Consortium to the Authority to accept it as the entity which
shall undertake and perform the obligations and exercise the rights of the selected
Bidder/ Consortium including the obligation to enter into this Agreement pursuant to
the LOA. The Mine Operator has further represented to the effect that it has been
promoted by the selected Bidder/ Consortium for the purposes hereof}.
(F) The Authority {has agreed to the said request of the selected Bidder/ Consortium
and the Mine Operator, and has} accordingly agreed to enter into this Agreement
with the Mine Operator for development of the Mines, and for mining of Coal and
Delivery thereof, subject to and on the terms and conditions set forth hereinafter.
NOW, THEREFORE, in consideration of the foregoing and the respective covenants
and agreements set forth in this Agreement, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

12
ARTICLE 1
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
The words and expressions beginning with capital letters and defined in this
Agreement (including those in Article 47) shall, unless the context otherwise requires,
have the meaning ascribed thereto herein, and the words and expressions defined in
the Schedules and used therein shall have the meaning ascribed thereto in the
Schedules.
1.2 Interpretation
1.2.1 In this Agreement, unless the context otherwise requires,
(a) references to Applicable Laws or any provision thereof shall include
amendment or re-enactment or consolidation of such Applicable Laws or any
provision thereof so far as such amendment or re-enactment or consolidation
applies or is capable of applying to any transaction entered into hereunder;
(b) references to laws of the State, laws of India or Indian law or regulation
having the force of law shall include the laws, acts, ordinances, rules,
regulations, bye laws or notifications which have the force of law in the
territory of India and as from time to time may be amended, modified,
supplemented, extended or re-enacted;
(c) references to a "person" and words denoting a natural person shall be
construed as a reference to any individual, firm, company, corporation,
society, trust, government, state or agency of a state or any association or
partnership (whether or not having separate legal personality) of two or more
of the above and shall include successors and assigns;
(d) the table of contents, headings or sub-headings in this Agreement are for
convenience of reference only and shall not be used in, and shall not affect,
the construction or interpretation of this Agreement;
(e) the words "include" and "including" are to be construed without limitation
and shall be deemed to be followed by "without limitation" or "but not
limited to" whether or not they are followed by such phrases;
(f) references to "construction" or "building" include, unless the context
otherwise requires, investigation, design, developing, engineering,
procurement, delivery, transportation, installation, processing, fabrication,
testing, commissioning and other activities incidental to the construction, and
"construct" or "build" shall be construed accordingly;
(g) references to ―exploration‖ or ―detailed exploration‖ include drilling,
geophysical logging and analysis etc. with preparation of Geological Report
in accordance with modified Indian Standard Procedure for Coal Resource
Estimation, 2017, as amended from time to time, or any other subsequent
guidelines issued by the Government for exploration and/or Coal resource
estimation in coal block.

13
(h) references to "development" include, unless the context otherwise requires,
construction, renovation, refurbishing, augmentation, up gradation and other
activities incidental thereto including, but not limited to, construction of
Mines infrastructure, electric power supply network, water drainage and
pumping network, , water supply arrangement or any other infrastructure
facilities, as required, along with the procurement, supply, erection/
installation and commissioning of the equipment/ items, all matters in
connection therewith or incidental to facilitate operation and maintenance of
the Mines for excavation and Delivery of Coal, and "develop" shall be
construed accordingly;
(i) references to "operation and maintenance" include, unless the context
otherwise requires, operation and maintenance of all development,
construction, accesses, machineries, services and facilities of the Mines at
surface and below ground, all matters connected therewith or incidental to
the operation and maintenance for excavation and Delivery of Coal, and
"operate and maintain" shall be construed accordingly;
(j) references to "excavation" include, unless the context otherwise requires,
cutting, drilling and blasting, scooping or digging out a part of solid mass
comprising earth, rocks, coal and other materials with the objective of
segregating coal from earth, rocks and other materials for lifting and
transportation thereof to the Coal Depot or Delivery Point, and "excavate"
shall be construed accordingly;
(k) any reference to any period of time shall mean a reference to that according
to Indian Standard Time;
(l) any reference to "hour" shall mean a period of 60 (sixty) minutes;
(m) any reference to "day" shall mean a reference to a calendar day;
(n) references to a "business day" shall be construed as a reference to a day
(other than a Sunday or a public holiday) on which Authority is open for
general business in the State in which the Project is situated ;
(o) any reference to "month" shall mean a reference to a calendar month as per
the Gregorian calendar;
(p) any reference to "quarter" shall mean a reference to the period of three
months commencing from April 1, July 1, October 1, and January 1, as the
case may be;
(q) references to any date, period or Project Milestone shall mean and include
such date, period or Project Milestone as may be extended pursuant to this
Agreement;
(r) any reference to any period commencing "from" a specified day or date and
"till" or "until" a specified day or date shall include both such days or dates;
provided that if the last day of any period computed under this Agreement is
not a business day, then the period shall run until the end of the next business
day;
(s) the words importing singular shall include plural and vice versa;

14
(t) references to any gender shall include the other and the neutral gender;
(u) "kWh" shall mean kilowatt hour and "kcal" shall mean kilocalories;
(v) "lakh" shall mean a hundred thousand (100,000) and "crore" means ten
million (10,000,000);
(w) "indebtedness" shall be construed so as to include any obligation (whether
incurred as principal or surety) for the payment or repayment of money,
whether present or future, actual or contingent;
(x) references to the "winding-up", "dissolution", "insolvency", or
"reorganization" of a company or corporation shall be construed so as to
include any equivalent or analogous proceedings under the law of the
jurisdiction in which such company or corporation is incorporated or any
jurisdiction in which such company or corporation carries on business
including the seeking of liquidation, winding-up, re-organization,
dissolution, arrangement, protection or relief of debtors;
(y) save and except as otherwise provided in this Agreement, any reference, at
any time, to any agreement, deed, instrument, license or document of any
description shall be construed as reference to that agreement, deed,
instrument, license or other document as amended, varied, supplemented,
modified or suspended at the time of such reference; provided that this sub-
clause (w) shall not operate so as to increase liabilities or obligations of the
Authority hereunder or pursuant hereto in any manner whatsoever;
(z) any agreement, consent, approval, authorization, notice, communication,
information or report required under or pursuant to this Agreement from or
by any Party shall be valid and effective only if it is in writing under the
hand of a duly authorised representative of such Party in this behalf and not
otherwise;
(aa) the Schedules and Recitals to this Agreement form an integral part of this
Agreement and will be in full force and effect as though they were expressly
set out in the body of this Agreement;
(bb) references to Recitals, Articles, Clauses, Sub-clauses, Provisos or Schedules
in this Agreement shall, except where the context otherwise requires, mean
references to Recitals, Articles, Clauses, Sub-clauses, Provisos and
Schedules of, or to, this Agreement, references to an Annex shall, subject to
anything to the contrary specified therein, be construed as a reference to an
Annex to the Schedule in which such reference occurs, and references to a
Paragraph shall, subject to anything to the contrary specified therein, be
construed as a reference to a Paragraph of the Schedule or Annex, as the case
may be, in which such reference appears;
(cc) the damages payable by either Party to the other, as set forth in this
Agreement, whether on per diem basis or otherwise, are mutually agreed
genuine pre-estimated loss and damage likely to be suffered and incurred by
the Party entitled to receive the same and are not by way of penalty (the
"Damages");

15
(dd) time shall be of the essence in the performance of the Parties' respective
obligations. If any time period specified herein is extended, such extended
time shall also be of the essence;
(ee) in the event of any disagreement or dispute between the Mine Operator and
the Authority regarding the materiality or reasonableness of any matter
including any event, occurrence, circumstance, change, fact, information,
document, authorisation, proceeding, act, omission, claims, breach, default
or otherwise, the opinion of the Authority as to the materiality or
reasonableness of any of the foregoing shall be final and binding on the Mine
Operator; and
(ff) where any statement in this Agreement is qualified by the expression ―to the
knowledge‖ or ―to the best of the knowledge or information or belief‖ or
any similar expression, that statement shall, save as expressly provided to the
contrary herein, be deemed to mean that it has been made after due and
careful inquiry by the person making such statement.
1.2.2 Unless expressly provided otherwise in this Agreement, any Documentation required
to be provided or furnished by the Mine Operator to the Authority and/or the
Engineer in charge shall be provided free of cost and in 3 (three) copies, and if the
Authority and/or the Engineer in charge is required to return any such
Documentation with their comments and/or approval, they shall be entitled to retain
two copies thereof.
1.2.3 The rule of construction, if any, that a contract should be interpreted against the
parties responsible for the drafting and preparation thereof, shall not apply.
1.2.4 Any word or expression used in this Agreement shall, unless otherwise defined or
construed in this Agreement, bear its ordinary English meaning and, for these
purposes, the General Clauses Act, 1897 shall not apply.
1.3 Measurements and arithmetic conventions
All measurements and calculations shall be in the metric system and calculations
done to 2 (two) decimal places, with the third digit of 5 (five) or above being
rounded up and below 5 (five) being rounded down; provided that the drawings,
engineering dimensions and tolerances may exceed 2 (two) decimal places, if
required.
1.4 Priority of agreements, clauses and schedules
1.4.1 This Agreement, and all other agreements and documents forming part of, or referred
to in this Agreement, are to be taken as mutually explanatory and, unless otherwise
expressly provided elsewhere in this Agreement, the priority of this Agreement and
other documents and agreements forming part hereof or referred to herein shall, in the
event of any conflict between them, be in the following order:
(a) this Agreement; and
(b) all other agreements and documents forming part hereof or referred to herein.

16
i.e. the Agreement at (a) above shall prevail over the agreements and documents at
(b) above.
1.4.2 Subject to the provisions of Clause 1.4.1, in case of ambiguities or discrepancies
within this Agreement, the following shall apply:
(a) between two or more Clauses of this Agreement, the provisions of a specific
Clause relevant to the issue under consideration shall prevail over those in
other Clauses;
(b) between the Clauses of this Agreement and the Schedules, the Clauses shall
prevail and between Schedules and Annexes, the Schedules shall prevail;
(c) between any two Schedules, the Schedule relevant to the issue shall prevail;
(d) between the written description on the Drawings and the Specifications and
Standards, the latter shall prevail;
(e) between the dimension scaled from the Drawing and its specific written
dimension, the latter shall prevail; and
(f) between any value written in numerals and that in words, the latter shall
prevail.

17
PART II
SCOPE OF THE PROJECT

18
ARTICLE 2
2 SCOPE OF THE PROJECT
2.1 Scope of the Project
The scope of the Project (the "Scope of the Project") shall mean and include the
following:
i) Prior to the Performance Period:
(a) undertake detailed exploration and prepare Geological Report for the Project
in accordance with modified Indian Standard Procedure for Coal Resource
Estimation, 2017 as amended from time to time or any other subsequent
guidelines issued by the Government;
(b) prepare and procure approval of the Mining Plan in accordance with the
guidelines issued by Ministry of Coal, Government of India, as amended/
issued from time to time;
(c) prepare Detailed Project Report in accordance with the Mining Plan; and
(d) fulfill all Conditions Precedent as set forth in Clause no. 4.1 of this
Agreement.
ii) During the Performance Period:
(a) development of the Mines on the Site specified in Schedule-A, in accordance
with the provisions of Schedule-B and Schedule-C, and conforming to the
Specifications and Standards set forth in Schedule-D and the Mining Plan;
(b) removal and dumping of Overburden, Overburden loading and transportation
and haul road construction with due regard to safety;
(c) operation and maintenance of the Mines in accordance with the provisions of
this Agreement;
(d) excavation and Delivery of Coal in accordance with the provisions of this
Agreement; and
(e) performance and fulfillment of all other obligations of the Mine Operator in
accordance with the provisions of this Agreement and matters incidental
thereto or necessary for the performance of any or all of the obligations of
the Mine Operator under this Agreement.
2.2 Provisions to exit from the Agreement
The Mine Operator shall prepare and procure approval of the Mining Plan and
Detailed Project Report on the basis of Geological Report and the Mining Scheme
submitted along with the Bid. During the Performance Period, the Mine Operator

19
shall fulfill all its obligations in accordance with the provisions of the approved
Mining Plan. After approval of the Mining Plan and preparation of Detailed Project
Report, if it is assessed by the Mine Operator that the Project is not viable for the
Mine Operator with the Mining Charge to be received, the Mine Operator may
terminate the Agreement without forfeiture of the Performance Security and
additional performance guarantee, if any, deposited with the Authority. It is hereby
clarified that the Authority shall not be liable to pay any amount for preparation of the
Mining Plan and Detailed Project Report to the Mine Operator. However, the reports
submitted to the Authority by the Mine Operator shall be the property of the
Authority.
Similarly on receiving of the Detailed Project Report, if it is determined by the
Authority that the Project is not viable for the Authority, the Authority may terminate
the Agreement with no obligation to either Party. However, in such case, an
additional amount of Rs. 2,65,94,623 (Indian Rupees two crore sixty-five lakh ninety-
four thousand six hundred and twenty-three only) shall be paid to the Mine Operator
along with return of the Performance Security and additional performance guarantee,
if any, deposited with the Authority.
The provision to terminate the Agreement for either Party shall be valid only for the
duration of 30 (thirty) days from the date of submission of approved Mining Plan or
date of submission of Detailed Project Report, whichever is later. If neither Party
exercises its right to terminate the Agreement within the stipulated time period of 30
(thirty) days, this Agreement shall continue to be in full force and effect.

20
ARTICLE 3
3 APPOINTMENT OF MINE OPERATOR
3.1 Appointment of Mine Operator
3.1.1 Subject to and in accordance with the provisions of this Agreement, the Applicable
Laws and the Applicable Permits, the Authority hereby appoints the Mine Operator,
as the Mine Operator to explore, plan, develop and operate the Mines and to excavate
Coal for Delivery thereof to the Authority for a period of 28 (twenty-eight) or until
the life of the Mines, whichever is shorter, commencing from the date of Agreement,
and the Mine Operator hereby accepts such appointment and agrees to implement the
Project subject to and in accordance with the terms and conditions set forth herein.
Provided that, not later than 1 (one) year before the expiry of the Contract Period, the
Parties may, with mutual agreement, extend the Contract Period for such further
period and on such terms and conditions as the Parties may mutually agree, but not
exceeding 10 (ten) years. Provided that, unless otherwise agreed by the Parties, the
terms of this Agreement shall continue to apply to any extended term subject to
Clause 9.1.1.
Provided further that, the Contract Period shall be deemed to have expired in the
event the Parties mutually agree that the Coal reserves in the Mines are exhausted. In
case any dispute arises between the Parties with respect to exhaustion of Coal
reserves in the Mines, the decision of the Coal Controller Office (―CCO‖) shall be
final and binding.
3.1.2 Subject to and in accordance with the provisions of this Agreement, the Mine
Operator shall be obliged or entitled (as the case may be) to:
(a) access to the Site for the purpose of, and to the extent, conferred by the
provisions of this Agreement;
(b) undertake geological exploration and preparation of Geological Report;
(c) prepare and procure approval of the Mining Plan which include Mine
Closure Plan;
(d) prepare Detailed Project Report;
(e) undertake R&R activities as the Pure Agent in accordance with R&R Plan;
(f) procure all necessary permits and statutory clearances as per Applicable Law
and Applicable Permits;
(g) finance, manage and develop the Mines;
(h) operate and maintain the Mines;

21
(i) excavate Coal for Delivery thereof to the Authority under and in accordance
with the provisions of this Agreement;
(j) receive the Exploration Charge from the Authority in respect of exploration
and preparation of the Geological Report subject to and in accordance with
this Agreement on completion of exploration and Authority‘s written
approval of the Geological Report;
(k) receive the Mining Charge from the Authority in respect of excavation/ and
Delivery of Coal subject to and in accordance with this Agreement;
(l) perform and fulfill all of the Mine Operator's obligations under and in
accordance with this Agreement;
(m) save as otherwise expressly provided in this Agreement, bear and pay all
costs, expenses and charges in connection with or incidental to the
performance of the obligations of the Mine Operator under this Agreement;
and
(n) neither assign, transfer or sub-let or create any lien or Encumbrance on this
Agreement, or on the whole or any part of the Mines, nor sell, transfer,
exchange, lease, encumber or part possession thereof, save and except as
expressly permitted by this Agreement. It is hereby clarified that any
assignment, transfer or sub-let of, or creation of any lien or Encumbrance on,
this Agreement or on the whole or any part of the Mines as may be expressly
permitted under this Agreement, shall be subject to the prior written consent
of the Authority, which shall not be unreasonably withheld by the Authority.
3.2 Substitution of the Authority
The Parties expressly agree that the Authority may, in pursuance of any re-
organisation or restructuring, substitute itself by another entity, and upon such
substitution, all the functions, rights and obligations of the Authority under this
Agreement shall be deemed to be transferred to the substituted entity in accordance
with and subject to the Applicable Laws. Provided however that, prior to any
substitution hereunder, the Parties shall, on a best endeavour basis, make such
arrangements and enter into such further agreements as may be necessary for
performance of their respective obligations hereunder. Provided further that the
creditworthiness of the substituted entity shall be substantially similar or greater as
compared to the Authority and in the event of any shortfall therein, a credit
enhancement shall be arranged by the substituted entity to bridge the gap of such
shortfall.

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ARTICLE 4
4 CONDITIONS PRECEDENT
4.1 Conditions Precedent
4.1.1 Save and except as provided in Articles 4, 5, 6, 7, 8, 9, 10, 34, 44 and 46, or unless the
context otherwise requires, the respective rights and obligations of the Parties under
this Agreement shall be subject to the satisfaction in full of the conditions precedent
specified in this Clause 4.1 (the "Conditions Precedent"), save and except to the
extent of waiver, if any, that a Party may grant in accordance with the provisions of
Clauses 4.1.2 or 4.1.3, as the case may be.
4.1.2 The Mine Operator shall, upon providing the Performance Security to the Authority in
accordance with Article 9, satisfy the following Conditions Precedent within a period
of not exceeding 1095 (one thousand and ninety-five) days from the date of this
Agreement:
a) procure issuance of forest clearance from the Ministry of Environment, Forests
and Climate Change, Government of India for undertaking exploration activities
and any other permits/clearances required for exploration purposes.
b) prepare a Geological Report on completion of detailed exploration in
accordance with the modified Indian Standard Procedure for Coal Resource
Estimation, 2017 as amended from time to time, or any other subsequent
guidelines issued by the Government;
c) prepare and procure approval of the Mining Plan in accordance with the latest
guidelines issued by the Ministry of Coal, Government of India and the Mining
Scheme submitted with the Bid;
d) prepare Detailed Project Report in accordance with the Mining Plan;
e) procure all the Applicable Permits including as specified in Part-I of Schedule-
E, unconditionally such that all such Applicable Permits are in full force and
effect, or if the effectiveness of such Applicable Permits is subject to fulfillment
of any conditions, then the Mine Operator shall procure that all such conditions
required to be fulfilled by the date specified therein have been fulfilled in full
such that all such Applicable Permits are in full force and effect;
f) execute and procure execution of the Substitution Agreement, if applicable;
g) prepare the terms of reference (―TOR‖) for the environmental clearance,
procure issuance of environment clearance and forest clearance from the
Ministry of Environment, Forests and Climate Change, Government of India
following the procedure specified under the Environment Impact Assessment
Notification, 2006;
h) conduct Socio-Economic Impact Assessment (SIA), land use pattern study &
EIA/EMP study & Report;

23
i) execute the Financing Agreements and deliver to the Authority, 3 (three) true
copies thereof, duly attested by a director of the Mine Operator, if applicable;
j) deliver to the Authority, 3 (three) true copies of the Financial Package and the
Financial Model, duly attested by a director of the Mine Operator, along with
soft copies of the Financial Model in Microsoft Excel version or any substitute
thereof, which is acceptable to the Senior Lenders, if applicable;
k) deliver to the Authority, a confirmation {from the selected Bidder/ each
Consortium Member} on the correctness of the representations and warranties
set forth in sub-clauses (k), (1) and (m) of Clause 7.1; and
l) deliver to the Authority, a legal opinion from its legal counsel with respect to
the authority of the Mine Operator to enter into this Agreement and the
enforceability of the provisions thereof;
Provided that if the Mine Operator, despite its best efforts, is unable to fulfill the
Conditions Precedent within the stipulated time period, as provided in this Clause
4.1.2, a further extension of a time period of 120 (one hundred and twenty) days
shall be available to the Mine Operator to satisfy the Conditions Precedent as set out
above.
Provided further that, in the event the procurement of certain Conditions Precedent
specified hereinabove are delayed for reasons beyond the control of the Mine
Operator, the Mine Operator shall be entitled to such extension of time as may be
reasonably required for compliance of the procedures specified under the Applicable
Laws.
4.1.3 The Mine Operator may, by notice require the Authority to satisfy any or all of the
following Conditions Precedent set forth in this Clause 4.1.3 within a period not
exceeding 270 (two hundred and seventy) days from the date of the said notice by
the Mine Operator:
a) procure the issuance of notifications for land acquisition under section 11 of Coal
Bearing Areas (Acquisition & Development) Act, 1957 or section 11 of the Right
to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and
Resettlement Act, 2013, as the case may be, in relation to the Site;
b) submit application for approval of the Mining Plan prepared by the Mines
Operator;
c) submit an online application for terms of reference (―TOR‖) for environment
clearance as prepared by the Mine Operator with the Ministry of Environment,
Forests and Climate Change, Government of India ;
d) submit online applications with the Ministry of Environment, Forests and
Climate Change, Government of India for issuance of environmental clearance
and the forest clearance (if applicable); and
e) prepare the plan for Rehabilitation and Resettlement in accordance with prevalent
R&R policy of Coal India Limited and Applicable Laws and procure approval of
the plan so prepared.

24
Provided that if the Authority, despite its best efforts, is unable to fulfill the
Conditions Precedent within the stipulated time period, as provided in this Clause
4.1.3, a further extension of a time period of 120 (one hundred twenty) days shall be
available to the Authority to satisfy the Conditions Precedent set out above.
Provided further that, in the event the procurement of certain Conditions Precedent
specified hereinabove are delayed for reasons beyond the control of the Authority,
the Authority shall be entitled to such extension of time as may be reasonably
required for compliance of the procedures specified under the Applicable Laws.
4.1.4 Each Party shall make all reasonable endeavours to satisfy the Conditions Precedent
within the time stipulated and shall provide the other Party with such reasonable co-
operation as may be required to assist that Party in satisfying the Conditions
Precedent for which that Party is responsible.
4.1.5 The Parties shall notify each other in writing at least once in a month on the progress
made in satisfying the respective Conditions Precedent. Each Party shall promptly
inform the other Party when any Condition Precedent for which it is responsible has
been satisfied.
4.1.6 Immediately upon the fulfillment or waiver of all the Conditions Precedent required
to be fulfilled by a Party under Clauses 4.1.2 or 4.1.3 (as applicable to such Party),
such Party shall deliver to the other Party, a notice in writing confirming that the
Conditions Precedent set out in Clauses 4.1.2 or Clause 4.1.3, as the case may be,
have been satisfied and/or waived (in accordance with the terms hereof), together
with all necessary supporting documentation to support the statements in such notice
(each a "CP Satisfaction Notice"). After Financial Close is achieved and upon
receipt of the CP Satisfaction Notice from the Mine Operator, the Authority will
certify and declare the satisfaction (or waiver) of all Conditions Precedent under this
Clause 4.1 and the date of such certification and declaration shall be the ―Appointed
Date‖.
4.2 Damages for delay by the Authority
In the event that (a) the Authority does not procure fulfillment or waiver of any or all
of the Conditions Precedent set forth in Clause 4.1.3 within the period specified in
respect thereof (including any extension of time granted), and (b) the delay has not
occurred as a result of failure of the Mine Operator to fulfill the obligations under
Clause 4.1.2, or as a result of breach of any provisions of this Agreement by the Mine
Operator or due to Force Majeure, the Authority shall pay to the Mine Operator,
Damages in an amount calculated at the rate of 0.1% (zero point one per cent) of the
Performance Security for each week, or part of a week, of delay until the fulfillment
of such Conditions Precedent. Provided, however, that the Damages payable
hereunder shall be subject to a maximum amount of 20% (twenty per cent) of the
Performance Security.
4.3 Damages for delay by the Mine Operator
In the event that (a) the Mine Operator does not procure fulfillment or waiver of any
or all of the Conditions Precedent set forth in Clause 4.1.2 within the period specified
in respect thereof (including any extension of time granted) and (b) the delay has not

25
occurred as a result of breach of this Agreement by the Authority or due to Force
Majeure, the Mine Operator shall pay to the Authority, Damages in an amount
calculated at the rate of 0.25% (zero point two five per cent) of the Performance
Security for each week, or part of a week, of delay until the fulfillment of such
Conditions Precedent. Provided, however, that the Damages payable hereunder shall
be subject to a maximum amount of 30% (thirty per cent) of the Performance Security
and upon reaching such maximum amount of Damages payable by the Mine Operator
hereunder, the Authority may terminate the Agreement.
4.4 Commencement of Contract Period
The Contract Period shall commence from the date of Agreement. The Performance
Period shall commence from the Appointed Date.
4.5 Deemed Termination upon delay
Without prejudice to the provisions of Clauses 4.2 and 4.3 and Article 9 of this
Agreement, and unless otherwise agreed between the Parties, in the event the
Appointed Date does not occur, for any reason whatsoever, before the 4th
(fourth)
anniversary of the date of this Agreement, or the extended period for fulfillment of
the Conditions Precedent provided in accordance with this Agreement, all rights,
privileges, claims and entitlements of the Mine Operator under or arising out of this
Agreement shall be deemed to have been waived by, and to have ceased with the
concurrence of the Mine Operator, and this Agreement shall be deemed to have been
terminated by mutual agreement of the Parties. Provided that, in the event such delay
in occurrence of the Appointed Date is for reasons attributable to the Mine Operator,
the Authority shall, without prejudice to Clause 4.3, be entitled to appropriate the
Performance Security as Damages thereof.

26
ARTICLE 5
5 OBLIGATIONS OF THE MINE OPERATOR
5.1 Obligations of the Mine Operator
5.1.1 Subject to, and on the terms and conditions of this Agreement, the Mine Operator
shall, at its own cost and expense, procure, finance for, and undertake the
exploration, planning, design, engineering, procurement, construction, development
and operation of the Mines for excavation and Delivery of Coal, and shall observe,
fulfill, comply with and perform all its obligations set out in this Agreement or
arising hereunder.
5.1.2 The Mine Operator shall comply with all Applicable Laws, Applicable Permits
(including renewals as required) and all other statutory clearances in the
performance of its obligations under this Agreement.
5.1.3 Subject to the provisions of Clauses 5.1.1 and 5.1.2, the Mine Operator shall
discharge its obligations in accordance with Standard Industry Practice and as a
reasonable and prudent person.
5.1.4 The Mine Operator shall ensure compliance in all respects with all Applicable Laws
in relation to its employees, independent Contractors, sub-contractors, or other
persons providing services to or on behalf of the Mine Operator, including all laws
relating to wages, hours of work, employment standards, collective bargaining,
discrimination, civil rights, safety and health, compensation.
5.1.5 The Mine Operator shall, at its own cost and expense, in addition to and not in
derogation of its obligations elsewhere set out in this Agreement:
(a) make, or cause to be made, necessary applications to the relevant
Government Instrumentalities with such particulars and details as may be
required for obtaining the Applicable Permits, and obtain and keep in force
and effect such Applicable Permits in conformity with Applicable Laws;
(b) procure, as required, the appropriate proprietary rights, licenses, agreements
and permissions for materials, methods, processes, know-how and systems
used or incorporated into the exploration, planning, development and
operation of the Mines and excavation of Coal;
(c) procure and maintain all Applicable Permits, including but not limited to, the
procurement of explosives, drilling and blasting and creation of an explosives
storage facility considering all conditions specified in the explosives license
for such facility. It is hereby clarified that the costs of explosives shall be
borne by the Mine Operator though the explosives license shall be procured
and issued in the name of the Authority and a copy of such license shall be
provided to the Mine Operator;
(d) perform and fulfill its obligations under the Financing Agreements;

27
(e) procure issuance of all Applicable Permits required for exploration of the
Mines from the relevant Government Instrumentalities in accordance with
Applicable Laws;
(f) procure issuance of the environmental clearance from the Ministry of
Environment, Forests and Climate Change, Government of India. The
Authority authorises the Mine Operator to procure the issuance of such
clearance and make payment of statutory costs and fees towards such
procurement on behalf of the Authority by acting as the Pure Agent of the
Authority. The Authority shall reimburse the Mine Operator for such
payments made by the Mine Operator in accordance with Clause 29.1.6 of
this Agreement;
(g) procure issuance of the forest clearances (including that required for
exploration) from the Ministry of Environment, Forests and Climate Change,
Government of India. The Authority authorizes the Mine Operator to procure
the issuance of such clearances and make payment of statutory costs and fees
towards such procurement on behalf of the Authority by acting as the Pure
Agent of the Authority. The Authority shall reimburse the Mine Operator for
such payments made by the Mine Operator in accordance with Clause 29.1.6
of this Agreement;
(h) make reasonable efforts to maintain harmony and industrial relations among
the personnel employed by it or its Contractors in connection with the
performance of its obligations under this Agreement;
(i) comply with, ensure and procure that its Contractors comply with all
Applicable Permits and Applicable Laws in the performance by them of any
of the Mine Operator's obligations under this Agreement, including but not
limited to compliance with Applicable Laws in relation to its employees,
independent Contractors, sub-contractors, or other persons providing services
to or on behalf of the Mine Operator;
(j) always act in a manner consistent with the provisions of this Agreement and
not cause or fail to do any act, deed or thing, whether intentionally or
otherwise, which may in any manner violate any of the provisions of this
Agreement;
(k) procure that all equipment and facilities at the Mines are operated and
maintained in accordance with the Specifications and Standards,
Maintenance Requirements, Safety Requirements and Standard Industry
Practice;
(l) support, cooperate with and facilitate the Authority in the implementation
and operation of the Project in accordance with the provisions of this
Agreement;
(m) take all reasonable precautions for the prevention of accidents at the Mines
and provide all reasonable assistance and emergency medical aid to the
accident victims;
(n) transfer the Project Assets to the Authority upon Termination of this
Agreement, in accordance with the provisions thereof; and

28
(o) take all necessary steps in relation to the Project Specific Assets and any
other tangible assets, as required, pursuant to and in accordance with Clause
37.3 and Clause 37.5.2 of this Agreement upon Termination of this
Agreement on its expiration.
5.2 Obligations relating to Project Agreements
5.2.1 It is expressly agreed that the Mine Operator shall, at all times, be responsible and
liable for all its obligations under this Agreement notwithstanding anything
contained in the Project Agreements or any other agreement, and no default under
any Project Agreement or any other agreement shall excuse the Mine Operator from
its obligations or liability hereunder.
5.2.2 The Mine Operator shall maintain all Project Agreements, or any amendments or
replacements thereto. The Authority reserves the right to call for any such related
documents as and when required. Within 7 (seven) days from the date of making of
such request by the Authority, the Mine Operator shall submit with the Authority a
true copy of the required documents, duly attested by a director of the Mine
Operator. The documents so submitted in the aforesaid manner shall be kept with the
Authority as confidential records.
5.2.3 The Mine Operator shall not make any addition, replacement or amendments to any
of the Financing Agreements without the prior written consent of the Authority if
such addition, replacement or amendment has, or may have, the effect of imposing
or increasing any financial liability or obligation on the Authority. In the event that
any such replacement or amendment is made to any of the Financing Agreements
without such prior written consent of the Authority, the Mine Operator shall not
enforce such replacement or amendment nor permit enforcement thereof against the
Authority. For the avoidance of doubt, the Authority acknowledges and agrees that it
shall not unreasonably withhold its consent for restructuring or rescheduling the debt
of the Mine Operator.
5.2.4 Notwithstanding anything to the contrary contained in this Agreement, the Mine
Operator shall not sub-lease, sub-license, assign or in any manner create an
Encumbrance on the Site or on the Coal Depot, as the case may be, without prior
written approval of the Authority, which approval the Authority may deny if such
sub-license, assignment or Encumbrance has or may have a Material Adverse Effect
on the rights and obligations of the Authority under this Agreement or the
Applicable Laws.
5.2.5 The Mine Operator shall procure that each of the Project Agreements contain
provisions that entitle the Authority to step into such agreement, in its sole
discretion, in substitution of the Mine Operator in the event of the Termination or
Suspension (the "Covenant"). For the avoidance of doubt, it is expressly agreed that
in the event the Authority does not exercise such rights of substitution within a
period of 90 (ninety) days from the Transfer Date, the Project Agreements shall be
deemed to cease to be in force and effect on the Transfer Date without any liability
whatsoever on the Authority and the Covenant shall expressly provide for such
eventuality. The Mine Operator expressly agrees to include the Covenant in all its
Project Agreements and undertakes that it shall, in respect of each of the Project
Agreements, procure and deliver to the Authority an acknowledgment and

29
undertaking, in a form acceptable to the Authority, from the counter party(s) of each
of the Project Agreements, where under such counter party(s) shall acknowledge
and accept the Covenant and undertake to be bound by the same and not to seek any
relief or remedy whatsoever from the Authority in the event of Termination or
Suspension.
Operator agrees and acknowledges that selection or replacement of an O&M
Contractor and execution of the O&M Contract shall be subject to the prior approval
of the Authority and the decision of the Authority in this behalf shall be final,
conclusive and binding on the Mine Operator. In this regard, the Mine Operator
undertakes that it shall not give effect to any such selection or replacement of an
O&M Contractor, or execution the O&M Contract, without such prior approval of
the Authority. It is also agreed that the Authority shall not be liable in any manner
whatsoever on account of grant or otherwise denial of such approval and that such
approval or denial thereof shall not in any manner absolve the Mine Operator or its
O&M Contractors from any liability or obligation under this Agreement.
5.3 Obligations relating to Change in Ownership
5.3.1 The Mine Operator shall not undertake or permit any Change in Ownership, except
with the prior written approval of the Authority.
Operator agrees and acknowledges that:
(a) all acquisitions of Equity by an acquirer, either by itself or with any person
acting in concert, directly or indirectly, including by transfer of the direct or
indirect legal or beneficial ownership or control of any Equity, in aggregate
of 25% (twenty-five per cent) or more of the total Equity of the Mine
Operator; or
(b) acquisition of any control directly or indirectly of the board of directors of
the Mine Operator by any person either by itself or together with any person
or persons acting in concert with him,
shall constitute a Change in Ownership requiring prior approval of the Authority, the
decision of the Authority in this behalf being final, conclusive and binding on the
Mine Operator, and undertakes that it shall not give effect to any such acquisition of
Equity or control of the board of directors of the Mine Operator without such prior
approval of the Authority. It is also agreed that the Authority shall not be liable in
any manner on account of grant or denial of such approval and that such approval or
denial thereof shall not in any manner absolve the Mine Operator from any liability
or obligation under this Agreement. For the purposes of this Clause 5.3.2:
(i) the expression "acquirer", "control" and "person acting in concert" shall have
the meaning ascribed thereto in the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeover) Regulations, 2011 or any
statutory re-enactment thereof as in force as on the date of acquisition of
Equity, or the control of the board of directors, as the case may be, of the
Mine Operator;

30
(ii) the indirect transfer or control of legal or beneficial ownership of Equity
shall mean transfer of the direct or indirect beneficial ownership or control of
any company or companies whether in India or abroad which results in the
acquirer acquiring control over the shares or voting rights of the Mine
Operator; and
(iii) power to appoint, whether by contract or by virtue of control or acquisition
of shares of any company, holding directly or through one or more
companies (whether situate in India or abroad), the Equity of the Mine
Operator, not less than half of the directors on the board of directors of the
Mine Operator or of any company, directly or indirectly, whether situate in
India or abroad, having ultimate control of 25% (twenty five per cent) or
more of the Equity of the Mine Operator shall constitute acquisition of
control, directly or indirectly, of the board of directors of the Mine Operator.
5.3.3 Notwithstanding anything to the contrary contained herein, it is hereby expressly
agreed by the Mine Operator that no change shall be effected in its shareholding
pattern or beneficial ownership or otherwise so as to make it ineligible in terms of
the General Financial Rules, 2017 read with the OM no. F.No.6/18/2019-PPD dated
23 July 2020 issued by the Public Procurement Division, Department of
Expenditure, Ministry of Finance, Government of India and the Foreign Exchange
Management Act, 1999 read with all rules, regulations, circulars, guidelines and
notifications issued thereunder (each as amended or supplemented from time to
time) to undertake and perform its obligations hereunder.
5.4 Obligations relating to employment of foreign nationals
The Mine Operator acknowledges, agrees and undertakes that employment of foreign
personnel by the Mine Operator and/or its Contractors and their sub-contractors shall
be subject to grant of requisite Applicable Permits under Applicable Laws, including
employment/ residential visas and work permits, if any required, and the obligation to
apply for and obtain the same shall and will always be of the Mine Operator and,
notwithstanding anything to the contrary contained in this Agreement, refusal of, or
inability to obtain any such Applicable Permits by the Mine Operator or any of its
Contractors or sub-contractors shall not constitute a Force Majeure Event, and shall
not in any manner excuse the Mine Operator from the performance and discharge of
its obligations and liabilities under this Agreement.
5.5 Obligations relating to employment of trained personnel
The Mine Operator shall ensure that the personnel engaged by it for the performance
of its obligations under this Agreement are at all times properly trained for their
respective functions in accordance with the requirements of Applicable Laws and
Standard Industry Practice.
5.6 Obligations relating to Taxes
5.6.1. It shall be the obligation of the Mine Operator to comply with all necessary Tax
related statutory compliances, including but not limited to the payment of GST at the
rates prescribed under the Applicable Laws, in relation to the Agreement.

31
5.6.2. The Authority shall, upon receiving the GST invoice or debit note (as required under
the Applicable Law in relation to GST) and other supporting documents from the
Mine Operator in relation to Exploration Charge and Mining Charge, which are the
consideration under this Agreement for the Mine Operator, pay the Exploration
Charge and Mining Charge to the Mine Operator along with the amount of GST
indicated in the tax invoice. The Mine Operator shall issue GST credit note within
the time limit as prescribed under the Applicable Laws in relation to GST. The
Authority shall, upon receiving the credit note adjust the basic amount and taxes
thereon while making payment towards the subsequent GST invoice raised/issued by
the Mine Operator.
5.6.3. In case of any loss of input tax credit or any other benefit or incidence of interest or
penalty suffered by the Authority in relation to GST due to any non-compliance by
the Mine Operator of the Applicable Laws (including but not limited to the Mine
Operator‘s failure to upload details of sale on the GSTN portal, failure to issue GST
compliant document(s) within the prescribed time frame or furnishing incorrect or
incomplete documents with the relevant Government Instrumentality), the Authority
shall have the right to: (a) be compensated by the Mine Operator, or (b) set-off such
loss or penalty against any amounts subsequently payable to the Mine Operator
under the Agreement.
For the avoidance of doubt, any loss of input tax credit or any other benefit or
incidence of interest or penalty shall be recovered/adjusted by the Authority against
the next Monthly Invoice or against the Performance Security, as the case may be.
In case the amount of such loss or penalty is greater than the value indicated in the
Monthly Invoice or the Performance Security, as the case may be, the Mine Operator
shall pay such differential amount to the Authority within 30 (thirty) days from the
date of demand raised by the Authority in this regard. In addition, any delay in
uploading the details of sale on the GSTN portal by the Mine Operator resulting in
deferment of input tax credit in accordance with the Applicable Law, shall entitle the
Authority to charge an interest at the rate equivalent to the prevailing interest rate
charged by the relevant Government Instrumentality for input tax credit reversal
under the Applicable Laws in relation to GST.
5.6.4. It is hereby clarified that the Mining Charge shall be exclusive of all royalties,
statutory levies, cesses, duties and contribution to District Mineral Fund (DMF) and
National Mineral Exploration Trust (NMET) and all other statutory charges
applicable from time to time.
5.6.5. Where any damages or compensation becomes payable by either the Authority or the
Mine Operator pursuant to any provision of this Agreement, appropriate GST
wherever applicable as per the Applicable Laws in relation to GST shall also be
payable by the concerned Party in addition to such damages or compensation, upon
issuance of GST invoice under the Applicable Laws in relation to GST by the
concerned Party which is entitled to receive such payments.
5.6.6. The obligation of the Authority shall be limited to the compliance of tax deduction at
source with respect to income tax and GST on the Mining Charges or any other
charges paid to the Mine Operator on which it is applicable, in accordance with
Applicable Laws.

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5.7 Obligations relating to an Owner
Subject to the provisions of this Agreement, the Authority shall be the Owner of the
Mines for the purposes of the Mines Act, 1952. For the avoidance of doubt and
without prejudice to Mine Operator‘s obligation to comply with Applicable Laws, the
Parties expressly acknowledge and agree that for discharging its obligations under the
Mines Act, 1952, the Authority may from time to time give directions to the Mine
Operator for compliance with the provisions of the Mines Act, 1952 and the Mine
Operator agrees and undertakes to abide by such directions at all times.
5.8 Obligations relating to the Manager and employees
5.8.1 The Authority shall appoint the Agent and the Manager having the prescribed
qualifications pursuant to the requirements of the Mines Act, 1952 and rules and
regulations thereunder. The Manager shall be responsible for the overall
management, control, supervision and direction of the Mines in conformity with the
provisions of the Mines Act, 1952. The Authority shall either by itself or through its
officials also be responsible to:
(a) procure appointment of safety officers, assistant managers, ventilation officers,
engineers, welfare officers; and
(b) make provisions for the safety and proper discipline of the persons employed
in the Mines.
The list of manpower, including statutory manpower, to be provided by the
Authority is set out at Schedule-N.
5.8.2 Notwithstanding the appointment of the Manager, the Agent and other officials
appointed by the Authority, the Mine Operator shall also be treated as an Agent and
shall act on behalf of the Owner (i.e., Authority) as per Section 2(c) of the Mines
Act, 1952 and shall continue to be responsible and liable for compliance with
Applicable Laws and this Agreement and in any event, the liability and
responsibilities of the Mine Operator shall be no less than that of the Agent and the
Manager.
5.8.3 The Mine Operator shall ensure that the Mines are operated in a manner consistent
with Applicable Laws and the provisions of this Agreement. The Mine Operator
shall provide all necessary resources in terms of men and material to the Manager to
undertake all required actions in conformity with Applicable Laws.
5.8.4 The Mine Operator shall employ suitably qualified and skilled persons for the
exploration, development and operation of the Project and shall be responsible for
payment of wages to them in accordance with Applicable Laws and in consonance
with the High Power Committee Recommendations (annexed to the RFB).
5.9 Obligations relating to reporting requirements
All information provided by the Mine Operator to any Government Instrumentality as
a part of its operating and reporting obligations under Applicable Laws shall also be
simultaneously provided by the Mine Operator to the Authority.

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5.10 Sole purpose of the Mine Operator
The Mine Operator having been set up for the sole purpose of exercising the rights
and observing and performing its obligations and liabilities under this Agreement, the
Mine Operator or any of its subsidiaries shall not, except with the previous written
consent of the Authority, be or become directly or indirectly engaged, concerned or
interested in any business other than as envisaged herein.
5.11 Obligations relating to Rehabilitation and Resettlement
The Authority shall prepare and procure approval of the R&R Plan. On behalf of the
Authority, the Mine Operator shall undertake Rehabilitation and Resettlement
operations as the Pure Agent in accordance with the provisions of approved R&R
Plan and this Agreement. Upon production of appropriate documentary evidence, the
direct and documented R&R Costs incurred by the Mine Operator in undertaking
such Rehabilitation and Resettlement operations in accordance with the approved
R&R Plan shall be reimbursed by the Authority in accordance with Clause 29.1.6 of
this Agreement and Applicable Laws.
5.12 Obligations relating to Geological Report
The Mine Operator shall conduct detailed exploration and prepare a composite report
(the ―Geological Report‖) for the Project in accordance with modified Indian
Standard Procedure for Coal Resource Estimation, 2017 as amended from time to
time, or any other subsequent guidelines issued by the Government regarding
exploration. The exploration shall be completed by the Mine Operator itself or by
engaging suitable exploration agency as per provisions of the prevailing Mineral
Concession Rules, 1960 (as amended from time to time). The Mine Operator shall
furnish the credentials of the exploration agency and obtain approval from the
Authority before awarding the work to the exploration agency. The Mine Operator
shall submit an exploration scheme to the Authority and the same shall be vetted by
Central Mine Planning & Design Institute Limited (―CMPDI‖). On behalf of the
Authority, the exploration related activities like supervision of exploration, vetting
and acceptance of Geological Report etc. shall be done by CMPDI. Charges of
CMPDI for rendering such services shall be borne by the Authority. Scope of work
and obligations related to exploration are provided in Annex-III of Schedule-B.
The Mine Operator shall submit 2 (two) copies along with a soft copy of the
Geological Report to the Authority. On written approval of the Geological Report by
the Authority, the Mine Operator shall be paid a pre-fixed amount as Exploration
Charge in accordance with this Agreement, irrespective of the cost expensed by the
Mine Operator.
5.13 Obligations relating to Mining Plan
The Mine Operator shall prepare and procure approval of the Mining Plan in
accordance with Applicable Law. The Bidder shall consider the estimated total
extractable reserve of 94 million tonne given in appendix VII of RFB during
preparation of Mining Plan. The Mining Plan shall be prepared and certified
including revision, if any, in accordance with the latest guidelines issued by Ministry

34
of Coal, Government of India. The Mine Operator shall follow applicable standards
and the best industry practices while preparing the Mining Plan. During preparation
of the Mining Plan the Mine Operator shall adhere to the proposed production
schedule, as provided in the Mining Scheme submitted with the Bid. However, after
acquiring all the geological information of the Mines, if it is required to change the
proposed production schedule of the Mining Plan from that provided in the Mining
Scheme, the same shall be informed to the Authority with proper justification prior to
approval of the Mining Plan. If the justification is acceptable to the Authority, the
Mine Operator may be allowed to increase or decrease the proposed production
schedule by up to 20% (twenty percent) for any Accounting Year. If the Authority
accepts the proposed change in proposed production schedule, the revised production
schedule shall be incorporated in the Mining Plan. If the Authority rejects the
proposed change in production schedule, the originally proposed production schedule
as provided in the Mining Scheme shall be considered for the Mining Plan.
The Mine Operator shall submit two copies along with a soft copy of the approved
Mining Plan to the Authority. The Mine Operator shall at all times conform to the
provisions of the approved Mining Plan or any modifications thereof.
5.14 Obligations relating to Detailed Project Report (DPR)
The Mine Operator shall prepare a detailed project report (the ―Detailed Project
Report‖ or ―DPR‖). The DPR shall be prepared in accordance with the provisions of
the Mining Plan. The Mine Operator shall follow applicable standards and the best
industry practices while preparing the Detailed Project Report. The Detailed Project
Report shall include the summarized data, executive summery in one part and
following chapters in another part:
Chapter-I (Introduction),
Chapter-II (Marketability & Justification),
Chapter-III (Project Site Information),
Chapter-IV (Geology and Deposit Appraisal),
Chapter-V (Mine Boundary, Reserves & Mine Life),
Chapter-VI (Method of Mining),
Chapter-VII (Mining & Dumping Strategy),
Chapter-VIII (Mining Schedule & Equipment Phasing),
Chapter-IX (Coal Quality),
Chapter-X (Pumping & Drainage),
Chapter-XI (Coal Handling & Despatch Arrangement),
Chapter-XII (Workshop, Store and Magazine),
Chapter-XIII (Power Supply, Illumination & Communication),
Chapter-XIV (Civil Construction),
Chapter-XV (Safety and Conservation),
Chapter-XVI (Environment Management),
Chapter-XVII (Land Requirement),
Chapter-XVIII (Mine Closure Planning),
Chapter-XIX (Manpower, Productivity & Training),
Chapter-XX (Project Implementation Schedule),
Chapter-XXI (Financial Evaluation),

35
Before finalizing the DPR, two copies of the draft DPR shall be submitted by the
Mine Operator to the Authority for its vetting. Vetting of draft DPR shall be done by
CMPDI. The comments/ suggestions made on the draft DPR shall be incorporated in
the final DPR by the Mine Operator. Charges for vetting of the draft DPR by CMPDI
shall be borne by the Authority.
5.15 Obligations relating to scientific studies
The Mine Operator shall conduct at its own cost and expense the initial and detailed
survey; all the scientific studies required for various activities for exploration,
planning, development, operation and excavation of Coal and/or Coal Seams and as
recommended by DGMS. The studies shall also include geo-technical investigation,
slope stability study, hydro geological investigation etc. All Applicable Permits shall
be obtained by the Mine Operator from DGMS and other Government
Instrumentality. The Mine Operator shall submit 2 (two) copies of any such scientific
study report to the Authority.
5.16 Obligations relating to land acquisition
The Mine Operator shall, in accordance with the provisions of this Agreement and
Annex-VI of Schedule B, undertake the activity of obtaining physical possession of
the Site. Any failure or default of the Mine Operator to comply with its aforesaid
obligation shall be deemed to be a Mine Operator Default for the purposes of Clause
37.1.1 and in addition to any other rights and remedies available to the Authority
under this Agreement, the Authority shall be entitled to terminate this Agreement in
accordance with Article 37.
For acquisition of land (other than Government land and/or forest land), the cost of
such land shall be paid by the Authority. All direct and documented cost of such
acquisition made by the Mine Operator shall be borne by Authority and shall be paid
directly by the Authority. In case of acquisition of land which is a Government land
and/or forest land, the Authority shall directly pay to the concerned Government
Instrumentality, the cost or net present value of such land, as the case may be.
5.17 Obligations relating to progressive restoration
The Mine Operator shall, in conformity with the approved Mine Closure Plan,
Applicable Laws and Standard Industry Practice, undertake progressive restoration of
the Site wherever any part of the Site can be restored and closed upon completion of
excavation in such part.
The Authority shall open a fixed deposit escrow account along with Coal Controller
Office as per the guidelines of Mine Closure Plan. Pursuant to the opening of such
escrow account, the Authority shall deposit the requisite yearly amount in the escrow
account. The Authority shall recover from Mine Operator, the yearly amount so
deposited from the Monthly Invoices raised by the Mine Operator in 12 (twelve)
equal installments within 1 (one) year and such recovery shall be occur from the
month following the deposit of the amount in the escrow account.
The Mine Operator shall maintain proper records of all costs and expenses incurred
by it in relation to the progressive restoration of the Site and upon request from the

36
Authority, the Mine Operator shall furnish to the Authority all details and supporting
documents, as may be necessary or required by the Authority to seek reimbursement
of such costs and expenses from the concerned Government Instrumentalities. Such
reimbursement amount released from escrow account shall be paid to the Mine
Operator as and when realized.
5.18 Obligations after closure of Mining
In the event the Mine Operator is required to undertake a final Mines closure of the
Mines during the Contract Period, the Mine Operator shall, at its sole cost and
expense, undertake all activities for final Mines closure of the Mines and restoration
of the Site in accordance with the requirements of this Agreement, the approved final
Mine Closure Plan, the Mining Plan, Applicable Laws and Standard Industry
Practice. The Mine Operator shall maintain proper records of all costs and expenses
incurred by it in relation to the final Mines closure and restoration of the Site and
upon request from the Authority, the Mine Operator shall furnish to the Authority all
details and supporting documents, as may be necessary or required by the Authority
to seek reimbursement of such costs and expenses from the concerned Government
Instrumentalities. Such reimbursement amount released from the balance amount of
escrow account will be paid to the Mine Operator, as and when realized.
Within the Contract Period any costs and expenses related to Mines closure
(progressive and final) including third party cost shall be borne by the Mine Operator.
In addition, at the time of final closure of the Mines, within the Contract Period, the
Mine Operator shall remove and dispose all the constructions at its own cost and
expenses in terms of the final Mine Closure Plan. If such final closure of the Mines is
not completed by the Mine Operator as per the approved Mine Closure Plan within
the stipulated time period, the Authority shall have right to recover from the Mine
Operator, such amount as may be necessary to complete the such Mines closure
including, but not limited to, through invocation and appropriation of the
For avoidance of doubt, it is clarified that the Authority shall be responsible for
undertaking the final Mines closure at its cost and expense in the event that such final
Mines closure occurs at any time after the expiry or termination of this Agreement.
In the event that final mine closure occurs at any time after the expiry of this
Agreement, an amount equal to the balance amount of the escrow account opened in
accordance with Clause 5.17 of this Agreement, after settlement of all periodic claims
in accordance with Applicable Laws, shall be paid to the Mine Operator by the
Authority, provided that the Mine Operator has undertaken and completed the
progressive restoration of the Mines as per Mine Closure Plan to the full satisfaction
of the Authority.
5.19 Obligations towards Corporate Social Responsibility (―CSR‖)
5.19.1 If the Mine Operator is liable to undertake CSR activities and incur expenditure on
account of such CSR activities in accordance with the Applicable Laws, then the
Mine Operator shall prepare a CSR policy and plan in accordance with which the
Mine Operator shall discharge its obligations towards CSR. Such CSR policy and

37
plan shall be duly approved by the Authority. In addition, the Mine Operator shall
comply with the requirements in relation to the CSR as stipulated under the
Applicable Laws, including Section 135 of the Companies Act, 2013 read with the
rules made thereunder.
5.19.2 Subject to the Applicable Laws, it is hereby clarified that the total expenditure on
account of CSR activities shall not be less than the amount derived as below in an
Accounting Year;
In case the Mine Operator is a subsidiary of another company = To (mo) X (Tf(csrh) /
To(hc))
Where –
To (mo) - Total turnover of the Mine Operator from the Authority
Tf (csrh) - Total CSR fund of holding company of the Mine Operator
To (hc)] - Total turnover of holding company of the Mine Operator
Or,
In case the Mine Operator is an independent entity, then the minimum amount of total
expenditure shall be determined in terms of the Applicable Laws.

38
ARTICLE 6
6 OBLIGATIONS OF THE AUTHORITY
6.1 Obligations of the Authority
6.1.1 Except as otherwise provided in this Agreement, the Authority shall, at its own cost
and expense undertake, comply with and perform all its obligations set out in this
Agreement or arising hereunder.
6.1.2 The Authority agrees to provide support to the Mine Operator and undertakes to
observe, comply with and perform, subject to and in accordance with the provisions
of this Agreement and Applicable Laws, the following:
(a) allow access to the Site;
(b) depute its representatives for participation in public hearings and attending
the meetings with the officials and representatives of the Ministry of
Environment, Forests and Climate Change, Government of India for the
purposes of procuring environmental clearance and forest clearance in
accordance with Applicable Laws;
(c) procure issuance of notification for land acquisition for the Project under
section 11 of Coal Bearing Areas (Acquisition & Development) Act, 1957 or
section 11 of the Right to Fair Compensation and Transparency in Land
Acquisition, Rehabilitation and Resettlement Act, 2013, as applicable, in
accordance with the provisions of this Agreement;
(d) reimburse the Mine Operator for all direct and documented R&R Costs
incurred by the Mine Operator in accordance with the approved R&R Plan.
(e) acquisition of a land by paying its direct and documented cost, and in case of
Government land and/or forest land cost or net present value of such land as
the case may be;
(f) in case of acquisition of a land which is a Government land and/or forest
land, the Authority shall directly pay the cost or net present value of such
land, as the case may be, to the concerned Government Instrumentality.
(g) upon receipt of details and all necessary supporting Documentation,
reimburse to the Mine Operator the statutory cost and fees paid by the Mine
Operator for issuance of environmental clearance and forest clearance in
accordance with Clause 29.1.6 of this Agreement; It is hereby clarified that
the expenses incurred to carry out any study or assessment for fulfilling the
requirements of any statutory authority shall not be included in the statutory
cost and fees;
(h) upon written request from the Mine Operator, provide reasonable assistance
to the Mine Operator in obtaining access to necessary infrastructure facilities
and utilities, including water and electricity at rates and on terms no less

39
favorable to the Mine Operator than those generally available to commercial
customers receiving substantially equivalent services;
(i) upon written request from the Mine Operator, and subject to the Mine
Operator complying with Applicable Laws, provide all reasonable support
and assistance to the Mine Operator in procuring Applicable Permits required
by the Mine Operator for performance of its obligations under this
Agreement;
(j) not do or omit to do any act, deed or thing which may in any manner be in
violation of any of the provisions of this Agreement; and
(k) support, cooperate with and facilitate the Mine Operator in the
implementation and operation of the Project in accordance with and subject
to the provisions of this Agreement.

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ARTICLE 7
7 REPRESENTATION AND WARRANTIES
7.1 Representations and warranties of the Mine Operator
The Mine Operator represents and warrants to the Authority that:
(a) it is duly organised and validly existing under the laws of India, and has full
power and authority to execute and perform its obligations under this
Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws
to authorise the execution and delivery of this Agreement and to validly
exercise its rights and perform its obligations under this Agreement;
(c) the ultimate beneficial owner(s) of the Mine Operator do not belong to any
country which shares land border with India. For the purposes of this sub-
clause determination of ‗beneficial owners‘ shall be made in accordance with
the Foreign Exchange Management Act, 1999 read with all rules,
regulations, circulars, guidelines and notifications issued thereunder (as
amended from time to time);
(d) it has the financial standing and capacity to comply with its obligations under
this Agreement and to undertake the Project in accordance with the terms of
this Agreement;
(e) this Agreement constitutes its legal, valid and binding obligation,
enforceable against it in accordance with the terms hereof;
(f) it is subject to the laws of India, and hereby expressly and irrevocably waives
any immunity in any jurisdiction in respect of this Agreement or matters
arising thereunder, including any obligation, liability or responsibility
hereunder;
(g) the information furnished in the Bid and as updated on or before the date of
this Agreement is true and accurate in all respects as on the date of this
Agreement;
(h) the execution, delivery and performance of this Agreement will not conflict
with, or, result in the breach of, or, constitute a default under, or accelerate
performance required by any of the terms of its Memorandum and Articles of
Association {or those of any of the Consortium Member} or any Applicable
Laws or any covenant, contract, agreement, arrangement, understanding,
decree or order to which it is a party or by which it or any of its properties or
assets is bound or affected;
(i) there are no actions, suits, proceedings, or investigations pending or, to its
knowledge, threatened against it at law or in equity before any court or
before any other judicial, quasi-judicial or other authority, the outcome of
which may result in the breach of this Agreement or which individually or in

41
the aggregate may result in any material impairment of its ability to perform
any of its obligations under this Agreement;
(j) it has no knowledge of any violation or default with respect to any order,
writ, injunction or decree of any court or Government Instrumentality which
results in or may result in a Material Adverse Effect and no fact or
circumstance exists which may give rise to such proceedings that would
adversely affect the performance of its obligations under this Agreement;
(j) it has complied with Applicable Laws in all material respects and has not
been subject to any fines, penalties, injunctive relief or any other civil or
criminal liabilities which in the aggregate have or may have a Material
Adverse Effect;
(k) it shall at no time undertake or permit any Change in Ownership except in
accordance with the provisions of Clause 5.3; and that the {selected Bidder/
Consortium Members} shall hold not less than 75% (seventy five per cent) of
its subscribed and paid up Equity; and that each Consortium Member whose
technical and financial capacity was evaluated for the purposes of selection
in response to the Request for Bid shall, until the 2nd
(second) anniversary of
COD, hold not less than 26% (twenty-six per cent) of its subscribed and paid
up Equity and in no case the Equity shall be less than 20% (twenty percent)
of the Annual Contract Value.
(l) {the selected Bidder/ Consortium Members} have the financial standing and
resources to fund the required Equity and to raise the debt necessary for
undertaking and implementing the Project in accordance with this
Agreement;
(m) {the selected Bidder/ each Consortium Member} is duly organized and
validly existing under the laws of the jurisdiction of its incorporation, and has
requested the Authority to enter into this Agreement with the Mine Operator
pursuant to the LOA, and has agreed to and unconditionally accept the terms
and conditions set forth in this Agreement;
(n) all its rights and interests in the Mines and Coal Depot shall pass to and vest
in the Authority, on the Transfer Date, free and clear of all liens, claims and
Encumbrances, without any further act or deed on its part or that of the
Authority, and that none of the Project Assets shall be acquired by it, subject
to any agreement under which a security interest or other lien or
Encumbrance is retained by any person, save and except as expressly
provided in this Agreement;
(o) it shall take all necessary steps in relation to the Project Specific Assets and
any other tangible assets, as required, pursuant to and in accordance with
Clause 37.3 and Clause 37.5.2 of this Agreement upon Termination of this
Agreement on its expiration;
(p) no representation or warranty by it contained herein or in any other document
furnished by it to the Authority or to any Government Instrumentality in
relation to the Applicable Permits contains or will contain any untrue or
misleading statement of a material fact or omits or will omit to state a
material fact necessary to make such representation or warranty not
misleading;

42
(q) it is in compliance in all respects with all Applicable Laws in relation to its
employees, independent contractors, sub-contractors, or other persons
providing services to or on behalf of the Mine Operator, including all
Applicable Laws relating to wages, hours, employment standards, collective
bargaining, discrimination, civil rights, safety and health and compensation;
(r) it has duly paid all statutory contributions when due and payable and no sum
is due and outstanding by the Mine Operator towards the same;
(s) no sums, in cash or kind, have been paid or will be paid, by it or on its
behalf, to any person by way of fees, commission or otherwise for securing
the Agreement or entering into this Agreement or for influencing or
attempting to influence any officer or employee of the Authority in
connection therewith;
(t) all information provided by the {selected Bidder/ Consortium Members} in
response to the Request for Bid or otherwise, is to the best of its knowledge
and belief, true and accurate in all material respects; and
(u) all undertakings and obligations of the {selected Bidder/ Consortium
Members} and the Mine Operator arising from the Request for Bid or
otherwise shall be binding on the Mine Operator as if they form part of this
Agreement, except as modified pursuant to the terms of this Agreement.
7.2 Representations and warranties of the Authority
The Authority represents and warrants to the Mine Operator that:
(a) it has full power and authority to execute, deliver and perform its obligations
under this Agreement and to carry out the transactions contemplated herein
and that it has taken all actions necessary to execute this Agreement and
exercise its rights and perform its obligations under this Agreement;
(b) it has taken all necessary actions under Applicable Laws to authorise the
execution, delivery and performance of this Agreement;
(c) it has the financial standing and capacity to perform its obligations under this
Agreement;
(d) this Agreement constitutes a legal, valid and binding obligation enforceable
against it in accordance with the terms hereof;
(e) it has no knowledge of any violation or default with respect to any order,
writ, injunction or any decree of any court or any legally binding order of any
Government Instrumentality which may result in a Material Adverse Effect;
and
(f) it has complied with Applicable Laws in all material respects.
7.3 Disclosure

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In the event that any occurrence or circumstance comes to the attention of either
Party that renders any of its aforesaid representations or warranties untrue or
incorrect, such Party shall immediately notify the other Party of the same. Such
notification shall not have the effect of remedying any breach of the representation or
warranty that has been found to be untrue or incorrect nor shall it adversely affect or
waive any right, remedy or obligation of either Party under this Agreement.

44
ARTICLE 8
8 DISCLAIMER
8.1 Disclaimer
8.1.1 The Mine Operator acknowledges that prior to the execution of this Agreement, the
Mine Operator has, after a complete and careful examination, made an independent
evaluation of the Request for Bid, Scope of the Project, Specifications and
Standards, Site, existing structures, local conditions, physical qualities of ground,
subsoil and geology and all information provided by the Authority or obtained,
procured or gathered otherwise, and has determined to its satisfaction the accuracy
or otherwise thereof and the nature and extent of difficulties, risks and hazards as are
likely to arise or may be faced by it in the course of performance of its obligations
hereunder. The Authority makes no representation whatsoever, express, implicit or
otherwise, regarding the accuracy, adequacy, correctness, reliability and/ or
completeness of any assessment, assumption, statement or information provided by
it and the Mine Operator confirms that it shall have no claim whatsoever against the
Authority in this regard.
8.1.2 The Mine Operator acknowledges and hereby accepts the risk of inadequacy,
mistake or error in or relating to any of the matters set forth in Clause 8.1.1 above
and hereby acknowledges and agrees that the Authority shall not be liable for the
same in any manner whatsoever to the Mine Operator, {the selected
Bidder/Consortium Members} and {its/ their} Associates or any person claiming
through or under any of them.
8.1.3 The Parties agree that any mistake or error in or relating to any of the matters set
forth in Clause 8.1.1 above shall not vitiate this Agreement or render it voidable.
8.1.4 In the event that either Party becomes aware of any mistake or error relating to any
of the matters set forth in Clause 8.1.1, that Party shall immediately notify the other
Party, specifying the mistake or error; provided however, that a failure on part of the
Authority to give any notice pursuant to this Clause 8.1.4 shall not prejudice the
disclaimer of the Authority contained in Clause 8.1.1 and shall not in any manner
shift to the Authority any risks assumed by the Mine Operator pursuant to this
Agreement.
8.1.5 Except as otherwise provided in this Agreement, all risks relating to the Agreement
shall be borne by the Mine Operator and the Authority shall not be liable in any
manner for such risks or the consequences thereof.

45
PART III
DEVELOPMENT AND OPERATIONS

46
ARTICLE 9
9 PERFORMANCE SECURITY
9.1 Performance Security
9.1.1 The Mine Operator shall, as a security for the performance of its obligations under
this Agreement, provide to the Authority, no later than 90 (ninety) days from the
date of issue of the LOA or within such period as may be extended by the Authority,
an irrevocable, unconditional, first demand bank guarantee from a Bank for a sum
equivalent to 5 % (five percent) of ―Annual Contract Value‖ substantially in the
form set forth in Schedule-F (the "Performance Security");
Provided that, in the event that the initial Contract Period is extended pursuant to
Clause 3.1.1 (―Extended Contract Period‖), the Mine Operator shall furnish a
replacement Performance Security of equal amount, no later than 90 (ninety) days
prior to the commencement of the Extended Contract Period.
9.1.2 The Mine Operator shall keep the Performance Security valid, effective and in full
force for such value as is required to be maintained in accordance with Clause 9.1.1,
until the date that occurs 90 (ninety) days after the expiry of the Contract Period (or
the Extended Contract Period, if applicable). It is hereby clarified that the Mine
Operator shall keep the Performance Security valid, effective and in full force in an
extendable/ renewable manner revolving after a period of at least 3 (three) years. In
this regard, the Authority reserves the right to call for any documentary evidence
from the Mine Operator in relation to such extension or renewal of the Performance
Security and the Mine Operator shall be under an obligation to furnish all documents
as may be required by the Authority in this regard.
9.1.3 At least 30 (thirty) days prior to expiry of a Performance Security, the Mine
Operator shall furnish an extended, renewed or replacement Performance Security to
the Authority, failing which the Authority shall be entitled to, after giving 5 (five)
days‘ notice to the Mine Operator, draw down the full remaining value of the
Performance Security, and hold the cash as security for performance of the Mine
Operator‘s obligations under this Agreement.
9.2 Appropriation of Performance Security
The Authority shall, without prejudice to its other rights and remedies hereunder, in
law or equity, have the unqualified right to encash and appropriate the Performance
Security in part or in full, in the event of a failure or default of the Mine Operator to
comply with its obligations hereunder, including a Mine Operator Default, the Mine
Operator‘s failure to meet any Condition Precedent, or the Mine Operator‘s failure to
pay any sums (including Damages) due hereunder. The Mine Operator shall, within
15 (fifteen) days from such encashment and appropriation of the Performance
Security by the Authority, (i) in case of a partial appropriation, restore the value of
the Performance Security to the value as is required to be maintained pursuant to
Clause 9.1.1; and (ii) in case of a full appropriation, provide a fresh Performance
Security in accordance with the requirements of Clause 9.1.1, failing which the
Authority shall be entitled to terminate this Agreement in accordance with Article 37.

47
9.3 References to Performance Security
9.3.1 References to Performance Security occurring in this Agreement for and in respect
of any period prior to the delivery of the Performance Security by the Mine
Operator to the Authority, or in respect of any period subsequent to the expiry or
release thereof, as the case may be, shall be construed solely for the purposes of
calculating the amount of Damages payable by the Mine Operator.
9.3.2 Until such time the Performance Security is provided by the Mine Operator pursuant
to Clause 9.1.1 and the same comes into effect, the Bid Security shall remain in
force and effect and the Authority shall be entitled to appropriate the Bid Security
for any amounts, including Damages, due and payable by the Mine Operator to the
Authority under this Agreement; provided that upon provision of the Performance
Security pursuant to Clause 9.1.1, the Authority shall release the Bid Security to the
Mine Operator. Notwithstanding anything to the contrary contained in this
Agreement, in the event the Performance Security is not provided by the Mine
Operator within a period of 90 (ninety) days from the date of issue of LOA or within
the period as may be extended by the Authority, the Authority shall forfeit the Bid
Security and appropriate the proceeds thereof as Damages, and thereupon all rights,
privileges, claims and entitlements of the Mine Operator under or arising out of this
Agreement shall be deemed to have been waived by, and to have ceased with the
concurrence of the Mine Operator, and this Agreement shall be deemed to have been
terminated by mutual agreement of the Parties.

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ARTICLE 10
10 ACCESS TO THE SITE
10.1 The Site
10.1.1 The Amarkonda Murgadangal Mines is located in the Dumka district of Jharkhand.
The coal block of the Eastern Coalfields Limited falls in the Rajmahal coalfield and
covers an area of 7.67 sq.km. The nearest railway station, Ambajora-Sikaripara is at
a distance of 15 (fifteen) km from the Mines. All other details related to the Site of
the Project are provided in Schedule A.
The block shall comprise the land on which the Rail Track, township, Coal Depot,
Coal Handling Plant and other Project Facilities are to be constructed and shall
include a mining area sufficient for excavation of Coal and dumping of Overburden
in accordance with the approved Mining Plan and the terms of this Agreement, and
in respect of which the access to Site shall be granted by the Authority to the Mine
Operator from the date of the Agreement.
10.2 Access to the Site
10.2.1 During the Development Period, the Authority hereby grants to the Mine Operator
access to the Site for carrying out exploration, any surveys, investigations, scientific
study and soil tests that the Mine Operator may deem necessary during the Contract
Period, it being expressly agreed and understood that the Authority shall have no
liability whatsoever in respect of the surveys, investigations and tests carried out or
work undertaken by the Mine Operator on or about the Site pursuant hereto in the
event of Termination or otherwise.
10.2.2 In consideration of exploration and development of Mines, this Agreement and the
covenants and warranties on the part of the Mine Operator herein contained, the
Authority, in accordance with the terms and conditions set forth herein, hereby grants
to the Mine Operator, commencing from the date of Agreement, access to and
permission to work or to use in respect of all the land (along with any buildings,
constructions or immovable assets, if any, thereon) comprising the real estate, which
is more particularly described in Schedule-A hereto (the "Site"), on an "as is where
is" basis to explore, develop, operate and maintain the said Site, for the purposes
permitted under this Agreement, and for no other purpose whatsoever.. The Mine
Operator hereby acknowledges and accepts that the entire Site shall be and shall at all
times remain the exclusive and absolute property of the Authority and neither the
Mine Operator nor any persons claiming through or under the Mine Operator shall
have or shall at any time claim any property, right, title or interest in such Site.
10.2.3 The Mine Operator shall perform its obligations in a manner that the existing roads, if
any, along the boundary of the Mines, or an alternative thereof are open to traffic at
all times during the Contract Period.
10.2.4 It is expressly agreed that all rights and permissions of the Mine Operator granted
hereunder in respect of the Site shall terminate automatically and forthwith, without
the need for any action to be taken by the Authority, upon the Termination of this

49
Agreement for any reason whatsoever. For the avoidance of doubt, the Parties
expressly agree that notwithstanding any temporary or permanent structures erected
on the Site by the Mine Operator, the rights and permissions of the Mine Operator in
respect of the Site shall automatically terminate, without any further act of the
Parties, upon Termination of this Agreement.
10.2.5 The Mine Operator hereby irrevocably appoints the Authority (acting directly or
through a nominee) to be its true and lawful attorney, to execute and sign in the name
of the Mine Operator a surrender of the rights granted hereunder at any time upon the
Termination of this Agreement, a sufficient proof of which will be the declaration of
any duly authorised officer of the Authority, and the Mine Operator consents to it
being registered for this purpose.
10.3 Procurement of the Site
10.3.1 Following the Appointed Date, the Mine Operator shall be responsible for taking
over the physical possession of the Site and undertaking the associated activities in
respect thereof at its own cost and expense. The Authority agrees and undertakes to
provide reasonable assistance and support to the Mine Operator in relation thereto
and shall reimburse to the Mine Operator in accordance with the Clause 29.1.6 of
this Agreement all direct and documented R&R Costs incurred by the Mine
Operator in relation to taking over of physical possession of the Site by the Mine
Operator, upon receipt of the details and all necessary documentation in support
thereof. However, the cost or net present value of Government land or forest land, as
the case may be, shall be paid directly to the concerned Government Instrumentality
by the Authority. Following occurrence of the Appointed Date, the Authority
Representative and the Mine Operator shall, on a mutually agreed date and time,
inspect the Site and prepare a memorandum containing an inventory of the Site
including the vacant and unencumbered land, buildings, structures, road works, trees
and any other immovable property on or attached to the Site.
10.3.2 Until the Transfer Date, the Mine Operator shall maintain a round-the-clock vigil
over the Site including the Mines and shall ensure and procure that no encroachment
thereon takes place, and in the event of any encroachment or occupation on any part
thereof, the Mine Operator shall report such encroachment or occupation forthwith
to the Authority and undertake its removal at its own cost and expense.
10.3.3 The Mine Operator shall, if so required by the Authority, procure on behalf of the
Authority, on the terms and to the extent specified by the Authority, any additional
land required for any ancillary buildings in accordance with this Agreement and
upon procurement, such land shall vest in the Authority and form part of the Site;
provided that the Authority shall be responsible for acquiring such additional land in
accordance with Applicable Laws, at its cost and such additional land so acquired by
the Authority hereunder shall be deemed to form part of the Site. Provided however
that, the Mine Operator shall be responsible for taking over the physical possession
of such additional land at its own cost and expense and the provisions of Clause
10.3.1 shall apply mutatis mutandis to such additional land.
10.3.3 In the event the Mine Operator fails to procure physical possession of the Site then
required for undertaking mining operations for the immediately forthcoming period
of 180 (one hundred and eighty) days from the Appointed Date, or such further

50
period as may be granted by the Authority in writing, the Authority may be entitled
to terminate the Agreement.
10.4 Protection of Site from Encumbrances
During the Contract Period, the Mine Operator shall protect the Site and the Mines
from any and all occupations, encroachments or Encumbrances, and shall not place
or create nor permit any Contractor or other person claiming through or under the
Mine Operator to place or create any Encumbrance or security interest over all or any
part of the Site, the Mines and/or the Project Assets, or on any rights of the Mine
Operator therein or under this Agreement, save and except as otherwise expressly
permitted in this Agreement.
10.5 Special/ temporary right of way
The Mine Operator shall bear all costs and charges for any special or temporary right
of way required by it in connection with access to the Site. The Mine Operator shall
obtain at its cost such facilities on or outside the Site as may be required by it for the
purposes of the Mines and the performance of its obligations under this Agreement.
10.6 Geological and archaeological finds
Save and except as provided in this Agreement, it is expressly agreed that mining,
geological or archaeological rights do not form part of the permission granted to the
Mine Operator under this Agreement and the Mine Operator hereby acknowledges
that it shall not have any mining rights or interest in the underlying Minerals, fossils,
antiquities, structures or other remnants or things either of particular geological or
archaeological interest and that such rights, interest and property on or under the Site
shall vest in and belong to the Authority or the concerned Government
Instrumentality. The Mine Operator shall take all reasonable precautions to prevent
its workmen or any other person from removing or damaging such interest or
property and shall inform the Authority forthwith of the discovery thereof and
comply with such instructions as the Authority or the concerned Government
Instrumentality may reasonably give for the removal of such interest or property. For
the avoidance of doubt, it is agreed that any reasonable expenses incurred by the
Mine Operator hereunder shall be reimbursed by the Authority. It is also agreed that
the Authority shall procure that the instructions hereunder are issued by it or the
concerned Government Instrumentality within a reasonable period so as to enable the
Mine Operator to continue its mining operations with such modifications as may be
deemed necessary.
10.7 Resettlement and Rehabilitation of PAPs
The Mine Operator as Pure Agent shall undertake the activities for Rehabilitation
and Resettlement of the PAPs in accordance with the approved R&R Plan and
Applicable Laws. All direct and documented R&R Costs incurred by the Mine
Operator shall be reimbursed by the Authority in accordance with Clause 29.1.6 of
this Agreement and Applicable Laws.

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ARTICLE 11
11 UTILITIES AND ROADS
11.1 Existing utilities and roads
Notwithstanding anything to the contrary contained herein, the Mine Operator shall
ensure that the respective entities owning the existing roads, right of way or utilities
on, under or above the Site are enabled by it to keep such utilities in continuous
satisfactory use, if necessary, by providing suitable temporary or permanent
diversions with the approval of the controlling body of that road or right of way, and
the Authority shall, upon written request from the Mine Operator, initiate and
undertake at the Mine Operator's cost, legal proceedings for acquisition of any right
of way necessary for such diversion.
11.2 Shifting of obstructing utilities
The Mine Operator shall, subject to Applicable Laws and with assistance of the
Authority, undertake shifting of any utility including electric lines, water pipes and
telephone cables, to an appropriate location or alignment within or outside the Site, if
and only if, such utility causes or shall cause a Material Adverse Effect on the
development, operation or maintenance of the Mines. The cost of such shifting shall
be borne by the Mine Operator.
11.3 New utilities
The Mine Operator shall allow, subject to such conditions as the Authority may
specify, access to, and use of the Site for laying telephone lines, water pipes, electric
cables or other public utilities, but only if it does not affect the operations of the
Mines. Where such access or use causes any financial loss to the Mine Operator, it
may require the user of the Site to pay compensation or damages as per Applicable
Laws. For the avoidance of doubt, it is agreed that use of the Site under this Clause
11.3 shall not in any manner relieve the Mine Operator of its obligations to operate
and maintain the Mines in accordance with this Agreement and any damage caused
by such use shall be restored forthwith.

52
ARTICLE 12
12 DEVELOPMENT OF THE MINES
12.1 Development of Mines
12.1.1 The Mine Operator shall design, finance, develop and operate the Mines and
Equipment having a capacity to excavate and Deliver the Annual Capacity in
accordance with the Annual Production Programme.
12.1.2 On or after the Appointed Date, the Mine Operator shall undertake development of
the Mines and installation of Equipment as specified in the approved Mining Plan
and in conformity with the Specifications and Standards set forth in Schedule-D.
12.1.3 The Mines shall have the following and such other Equipment and facilities,
conforming with the Specifications and Standards, as may be necessary for
operation of the Mines in accordance with the provisions of this Agreement:
(a) Coal Handling Plant;
(b) rapid loading system;
(c) equipment such as draglines, shovels, dumpers, surface Miners, drills,
dozers, loaders, graders, etc;
(d) power distribution substation/system;
(e) effluent treatment system;
(f) storage space for equipment and materials;
(g) machine shop for machining and maintenance of equipment and machinery;
(h) calibration laboratory to check all tools, instruments, jigs and fixtures to
ensure product conformity with Specifications and Standards;
(i) necessary facilities for testing of Coal;
(j) alternative source of power supply or standby power back-up facility
suitable to its requirements;
(k) an administrative office, canteen, rest rooms and staff facilities as required
under Applicable Laws;
(l) internal telecommunication infrastructure catering to basic telephony and
other value added telecom services;
(m) drainage system for storm water drainage; and
(n) sewage waste water disposal system;

53
12.1.4 The development of Mines shall include construction of facilities for storage of
sufficient quantity Coal.
12.1.5 The development of Mines shall include construction of a dedicated rail track
around 15 (fifteen) km to connect Dumka-Rampurhat railway line, including electric
lines and electrical plants, and in conformity with the Specifications and Standards
set forth in Schedule-D (the "Rail Track"). The Mine Operator shall construct the
Rail Track and the Authority shall reimburse to the Mine Operator the cost of
construction of the Rail Track on mutually agreed terms and conditions prepared by
the Authority and Mine Operator.
12.2 Obligations prior to commencement of construction
Prior to commencement of Construction Works, the Mine Operator shall:
(a) submit to the Authority, its general arrangement, Drawings, quality
assurance procedures excavation methodology and excavation time schedule
for development of the Mines, in accordance with the Project Completion
Schedule;
(b) undertake and perform all such acts, deeds and things as may be necessary or
required before commencement of development of the Mines under and in
accordance with the provisions of this Agreement, Applicable Laws and
Applicable Permits; and
(c) make its own arrangements for quarrying and procurement of materials
needed for the Mines under and in accordance with Applicable Laws and
Applicable Permits.
12.3 Drawings
In respect of the Mine Operator's obligations relating to the Drawings of the Mines
as set forth in Schedule-H, the following shall apply:
(a) The Mine Operator shall prepare and submit, with reasonable promptness
and in such sequence as is consistent with the Project Completion Schedule,
3 (three) copies each of all Drawings to the Engineer in charge for review.
(b) By submitting the Drawings for review to the Engineer in charge, the Mine
Operator shall be deemed to have represented that it has determined and
verified that the design and engineering, including field construction criteria
related thereto, are in conformity with the Scope of the Project,
Specifications and Standards, Applicable Laws and the Standard Industry
Practice.
(c) Within 15 (fifteen) days of the receipt of the Drawings, the Engineer in
charge shall review the same and convey its observations to the Mine
Operator with particular reference to their conformity or otherwise with the
Scope of the Project and the Specifications and Standards. The Mine
Operator shall not be obliged to await the observations of the Engineer in
charge on the Drawings submitted pursuant hereto beyond the said 15

54
(fifteen) days period and may begin or continue Construction Works at its
own discretion and risk.
(d) If the aforesaid observations of the Engineer in charge indicate that the
Drawings are not in conformity with the Scope of the Project or the
Specifications and Standards, such Drawings shall be revised by the Mine
Operator and resubmitted to the Engineer in charge for review. The Engineer
in charge shall give its observations, if any, within 7 (seven) days of receipt
of the revised Drawings.
(e) No review and/or observation of the Engineer in charge and/or its failure to
review and/or convey its observations on any Drawings shall relieve the
Mine Operator of its obligations and liabilities under this Agreement in any
manner nor shall the Engineer in charge or the Authority be liable for the
same in any manner.
(f) Within 90 (ninety) days of COD, the Mine Operator shall furnish to the
Authority and the Engineer in charge a complete set of as-built Drawings, in
2 (two) hard copies and in micro film form or in such other medium as may
be acceptable to the Authority, reflecting the Mines as actually designed,
engineered and constructed, including an as-built survey illustrating the
layout of the Mines and of the buildings and structures forming part of
Project Facilities.
12.4 Scheduled Completion Date
12.4.1 The Mine Operator agrees and undertakes that development of Mines for excavation
and Delivery of Coal shall be undertaken in a manner such that the Commercial
Operations Date occurs on or prior to the Scheduled COD2
; and the Completion
occurs on or prior to the Scheduled Completion Date
12.4.2 On or before Appointed Date, the Mine Operator shall have to submit a Project
Completion Schedule in accordance with the approved Mining Plan and Schedule-
G. For proper monitoring of the project schedule, the Project Completion Schedule
shall be submitted in Microsoft-Project. Each Project Milestone in the Project
Completion Schedule shall have completion date and all the Project Milestone of the
Project Completion Schedule should have been completed within a specified date
(the ―Scheduled Completion Date‖). In the event that the Mine Operator fails to
achieve any Project Milestone within a period of 60 (sixty) days from the date set
forth for such Project Milestone , unless such failure has occurred due to Force
Majeure or for reasons solely attributable to the Authority, it shall pay Damages to
the Authority in a sum calculated at the rate of 0.1% (zero point one per cent) of the
amount of Performance Security for delay of each week, or part of the week, beyond
such period of 60 (sixty) days until such Project Milestone is achieved; provided that
if any or all Project Milestones, or the Scheduled COD, or the Scheduled
Completion Date are extended in accordance with the provisions of this Agreement,
Project Completion Schedule shall be deemed to be modified accordingly and the
provisions of this Agreement shall apply as if Project Completion Schedule has been
2
“Scheduled COD” shall be the first day of the succeeding Accounting Year of the year in which at least
50% of the Contracted Capacity is scheduled in Annual Production Programme.

55
amended as above. For the avoidance of doubt, it is agreed that recovery of
Damages under this Clause 12.5.2 shall be without prejudice to the rights of the
Authority under this Agreement, including the right of Termination thereof.
12.5 Provision of infrastructure
The Mine Operator shall, at its own cost and expense, endeavour to provide, or cause
to be provided, in or near the township, the following:
(a) construction of power lines from the nearest substation of the power supplier
to the mine substation;
(b) an electric substation connected with the grid having capacity in accordance
with the approved Mining Plan, for supplying electricity to the Mines no
later than the 1st
(first) anniversary of the Appointed Date;
(c) road connection between the boundary of the Mines and the nearest existing
road, no later than the 1st
(first) anniversary of the Appointed Date;
(d) rail connection between the Coal Depot and the railway network, no later
than the 2nd
(second) anniversary of the Appointed Date; and
(e) construction of administrative office building for the Authority.
12.6 Development of township
12.6.1 The Mine Operator shall, no later than the 1st
(first) anniversary of COD, construct
and operate or cause to be constructed and operated, at its own cost and expense, a
township comprising of commercial and residential infrastructure specified in
Clauses 12.6.2, 12.6.3 and 12.6.4, which shall also be available to the Authority and
its employees on a non-discriminatory basis and on the normal terms thereof.
12.6.2 The township specified in Clause 12.6.1 shall be constructed in conformity with
Schedule-C and shall include:
(a) a primary health center with 6 (six) beds for in-patient care and associated
diagnostic facilities, built in conformity with the standards normally
followed by the State Government;
(b) a secondary school in conformity with the standards specified by the
Central Board of Secondary Education; and
(c) a community center with an auditorium for social gatherings, functions and
other special occasions.
12.6.3 The commercial infrastructure specified in Clause 12.6.1 shall include:
(a) a bank with ATM;
(b) post office;
(c) business center with communication facilities including telephone, internet
connectivity and data transaction processing facilities; and
(d) 10 (ten) shops or kiosks.

56
12.6.4 The Mine Operator shall construct, or cause to be constructed, required numbers of
dwelling units with a total built-up area of not less than the area as per standard
norms and practices for the use of its employees or tenants. The Mine Operator
shall also construct or cause to be constructed, at its own cost and expense, the
residential buildings with all amenities for the personnel of the Authority.
12.6.5. The Mine Operator shall facilitate the establishment and operation of the
infrastructure mentioned at Clause 12.6.2, Clause 12.6.3 and Clause 12.6.4 of this
Agreement.

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ARTICLE 13
13 MONITORING OF CONSTRUCTION
13.1 Monthly progress reports
During the Construction Period, the Mine Operator shall, no later than 7 (seven) days
after the close of each month, furnish to the Authority and the Engineer in charge, a
monthly report on progress of the Construction Works and installation of Equipment,
and shall promptly give such other relevant information as may be required by the
Engineer in charge.
13.2 Inspection
During the Construction Period, the Engineer in charge shall inspect the Mines
regularly and make a report of such inspection (the "Inspection Report") stating in
reasonable detail the defects or deficiencies, if any, with particular reference to the
Scope of the Project and the Specifications and Standards. It shall send a copy of the
Inspection Report to the Authority and the Mine Operator within 7 (seven) days of
such inspection and upon receipt thereof, the Mine Operator shall rectify and remedy
the defects or deficiencies, if any, stated in the Inspection Report. Such inspection or
submission of the Inspection Report by the Engineer in charge shall not relieve or
absolve the Mine Operator of its obligations and liabilities hereunder in any manner
whatsoever.
13.3 Tests
13.3.1 For determining that the Construction Works and Equipment conform to the
Specifications and Standards, the Engineer in charge may require the Mine Operator
to carry out or cause to be carried out tests, at such time and frequency and in such
manner as may be specified by the Engineer in charge from time to time, in
accordance with Standard Industry Practice for quality assurance. The size of sample
for such tests shall, to the extent possible, not exceed 5% (five per cent) of the
quantity and/or number of tests that the owner or builder of such works would
normally undertake in accordance with Standard Industry Practice. The Mine
Operator shall, with due diligence and at its own cost, carry out or cause to be
carried out all the tests in accordance with the instructions of the Engineer in charge
and furnish the results thereof to the Authority. 50% (fifty per cent) of the costs
incurred by the Mine Operator in carrying out such tests to the extent certified by the
Engineer in charge as having been reasonably incurred, shall be reimbursed by the
Authority to the Mine Operator. For the avoidance of doubt, the Mine Operator shall
carry out all tests necessary for determining the rectification of any defect or
deficiency in Construction Works and Equipment, at its sole cost and expense.
13.3.2 In the event that results of any tests conducted under this Clause 13.3 establish any
defects or deficiencies in the Construction Works and Equipment, the Mine Operator
shall carry out remedial measures and furnish a report to the Engineer in charge in
this behalf. The Engineer in charge shall require the Mine Operator to carry out or
cause to be carried out tests to determine that such remedial measures have brought
the Construction Works and Equipment into compliance with the Specifications and
Standards, and the procedure set forth in this Clause 13.3 shall be repeated until such

58
Construction Works and Equipment conform to the Specifications and Standards.
For the avoidance of doubt, it is agreed that tests pursuant to this Clause 13.3 shall
be undertaken in addition to and of the tests that shall be carried out by the Mine
Operator for its own quality assurance in accordance with Standard Industry
Practice. It is also agreed that a copy of the results of such tests shall be sent by the
Mine Operator to the Authority forthwith.
13.4 Delays during construction
Without prejudice to the provisions of Clause 12.6.2, if the Mine Operator does not
achieve any of the Project Milestones or the Engineer in charge has reasonably
determined that the rate of progress of Construction Works and installation/
deployment of Equipment is delayed, it shall notify the Mine Operator to this effect,
and the Mine Operator shall, within 15 (fifteen) days of such notice, by a
communication inform the Engineer in charge in reasonable detail about the steps it
proposes to take to expedite progress and the period within which it shall achieve
such Project Milestones.
13.5 Video recording
During the Construction Period, the Mine Operator shall provide to the Authority for
every calendar quarter, a video recording, which will be compiled into a 3 (three)
hour digital video disc or any substitute thereof, covering the status and progress of
Construction Works and installation of Equipment in that quarter. The first such
video recording shall be provided to the Authority within 30 (thirty) days of the
Appointed Date and thereafter, no later than 15 (fifteen) days after the close of each
quarter.

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ARTICLE 14
14 COMPLETION CERTIFICATE
14.1 Tests
14.1.1 No later than 30 (thirty) days prior to the likely achievement of the Commercial
Operation Date or the Completion (as applicable), the Mine Operator shall notify the
Engineer in charge of its intent to subject the Construction Works and Equipment to
Tests. The date and time of each of the Tests shall be determined by the Engineer in
charge in consultation with the Mine Operator. The Mine Operator shall provide
such assistance as the Engineer in charge may reasonably require for conducting the
Tests. In the event of the Mine Operator and the Engineer in charge failing to
mutually agree on the dates for conducting the Tests, the Mine Operator shall fix the
dates by not less than 10 (ten) days' notice to the Engineer in charge.
14.1.2 All Tests shall be conducted in accordance with Schedule-I at the cost and expense
of the Mine Operator. The Engineer in charge shall observe, monitor and review the
results of the Tests to determine compliance of the Mines, Construction Works and
Equipment with Specifications and Standards and if it is reasonably anticipated or
determined by the Engineer in charge during the course of any Test that the
performance of any Construction Works or Equipment or Mines does not meet the
Specifications and Standards, it shall have the right to suspend or delay such Test
and require the Mine Operator to remedy and rectify the defects or deficiencies.
Upon completion of each Test, the Mine Operator shall provide to the Authority
copies of all Test data including detailed Test results. For the avoidance of doubt, it
is expressly agreed that the Engineer in charge may require the Mine Operator to
carry out or cause to be carried out additional Tests, in accordance with Standard
Industry Practice, for determining the compliance of the Mines with Specifications
and Standards.
14.2 Commercial Operation Date
14.2.1 The first day of the succeeding Accounting Year of the year in which the excavation
and Delivery of Coal of at least 50% (fifty per cent) of the Contracted Capacity is
achieved by the Mine Operator, as certified by the Engineer in charge, shall be the
―Commercial Operation Date‖ or ―COD‖ provided that, the Milestones which are
scheduled to be completed up to that Accounting Year, are completed.
14.2.2 In the event that COD does not occur prior to the Scheduled COD, unless the delay
is on account of reasons solely attributable to the Authority or due to Force Majeure,
the Mine Operator shall pay Damages to the Authority in a sum calculated at the rate
of 0.5% (zero point five per cent) of the amount of Performance Security for delay
of each week or part of the week until COD is achieved.
14.3 Completion
14.3.1 Upon completion of all Construction Works and achieving all Project Milestone as
set forth in Schedule-G and the Engineer in charge determining the Tests to be
successful in accordance with the provisions of this Agreement (―Completion‖), it

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shall forthwith issue to the Mine Operator, a certificate substantially in the form set
forth in Schedule-J (the "Completion Certificate").
In the event that Completion does not occur within a period of 60 (sixty) days from
the Scheduled Completion Date, unless the delay is on account of reasons solely
attributable to the Authority or due to Force Majeure, an amount equivalent to 10%
(ten percent) of the amount set out in each forthcoming Monthly Invoice of the Mine
Operator shall be withheld by the Authority until the Completion occurs and
Completion Certificate is issued in accordance with this Agreement. However, upon
the issuance of the Completion Certificate, the amount so withheld shall be released
to the Mine Operator without incurring any interest thereon. It is hereby clarified
that the amount so withheld shall be in addition to the Damages which the Authority
is entitled to in accordance with Clause 12.4.2 of this Agreement.
14.4 Withholding of Completion Certificate
14.4.1 If the Engineer in charge determines that the Mines and Equipment or any part
thereof do not conform to the provisions of this Agreement, it shall forthwith make a
report in this behalf and send copies thereof to the Mine Operator. If the Authority is
of the opinion that the Mines and Equipment are not fit and safe for commercial
service, it shall, within 7 (seven) days of receiving the aforesaid report, notify the
Mine Operator of the defects and deficiencies in the Mines and Equipment and
withhold issuance of the Completion Certificate, as the case may be. Upon receipt of
such notice, the Mine Operator shall remedy and rectify such defects or deficiencies
and thereupon Tests shall be undertaken in accordance with Article 14. Such
procedure shall be repeated as necessary until the defects or deficiencies are
rectified.
14.4.2 Notwithstanding anything to the contrary contained in Clause 14.4.1, the Authority
may, issue a Completion Certificate under Clause 14.3.
14.5 Rescheduling of Tests
If the Authority is unable to issue the Completion Certificate because of events or
circumstances on account of which the Tests could not be held or had to be
suspended, the Mine Operator shall be entitled to re-schedule the Tests and hold the
same as soon as reasonably practicable. Provided, however, that the Mine Operator
shall be excused for the delay in Tests arising hereunder if such delay is not solely
attributable to the Mine Operator.

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ARTICLE 15
15 CHANGE OF SCOPE
15.1 Change of Scope
15.1.1 The Authority may, notwithstanding anything to the contrary contained in this
Agreement, require the provision of additional works and services at the Mines,
which are not included in the Scope of the Project as contemplated by this
Agreement, or reduce the Scope of the Project (the "Change of Scope"). Any such
Change of Scope shall be made in accordance with and subject to the provisions of
this Article 15.
15.1.2 If the Mine Operator determines at any time that a Change of Scope is necessary for
safety considerations or any unforeseen circumstances arising out of Force Majeure,
it shall by notice in writing require the Authority to consider such Change of Scope.
The Authority shall, within 15 (fifteen) days of receipt of such notice, either accept
such Change of Scope with modifications, if any, and initiate proceedings in
accordance with this Article 15 or inform the Mine Operator in writing of its reasons
for not accepting such Change of Scope or for accepting such Change of Scope
without any payment obligations hereunder, as the case maybe.
15.1.3 Any works or services which are provided under and in accordance with this Article
15 shall form part of the Scope of the Project and the provisions of this Agreement
shall apply mutatis mutandis to such works or services.
15.2 Procedure for Change of Scope
15.2.1 In the event of the Authority determining that a Change of Scope is necessary, it
shall issue to the Mine Operator, a notice specifying in reasonable detail, the change
in works and services contemplated thereunder (the "Change of Scope Notice").
15.2.2 Upon receipt of a Change of Scope Notice, the Mine Operator shall, with due
diligence, provide to the Authority such information as is necessary, together with
preliminary Documentation in support of:
(a) the impact, if any, which the Change of Scope is likely to have on the Project
Completion Schedule if such change in works or services are required to be
carried out during the Construction Period; and
(b) the options for implementing the proposed Change of Scope and the effects
of each such option on the costs and time thereof (if any), including a
detailed breakdown by work classifications specifying the material and
labour costs calculated in accordance with the schedule of rates applicable to
the works assigned by the Authority to its Contractors, along with the
proposed premium/ discount on such rates; provided that the cost incurred by
the Mine Operator in providing such information shall be reimbursed by the
Authority to the extent such cost is certified by the Engineer in charge as
reasonable. In this regard, the Engineer in charge may call for details and
appropriate Documentation from the Mine Operator to verify such costs.

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15.2.3 Upon receipt of information set forth in Clause 15.2.2, if the Authority decides to
proceed with the Change of Scope, it shall convey its preferred option to the Mine
Operator, and the Parties shall, thereupon make good faith efforts to agree upon the
time and costs for implementation thereof. Upon reaching an agreement, the
Authority shall issue an order (the "Change of Scope Order") requiring the Mine
Operator to proceed with the performance thereof. In the event that the Parties are
unable to agree, the Authority may, by issuing a Change of Scope Order, require the
Mine Operator to proceed with the performance thereof pending resolution of the
Dispute.
15.2.4 The provisions of this Clause 15.2, are applicable to Construction Works, Tests,
operation and maintenance of the Mines.
15.3 Payment for Change of Scope
Pursuant to the issuance of the Change of Scope Order, the Mine Operator shall, after
commencement of work, present to the Authority tax invoice/ debit note/ credit note
for payment in respect of the works and services in progress or completed works and
services, as the case may be, supported by such Documentation as is reasonably
sufficient for the Authority to determine the accuracy thereof. In the event the Change
of Scope Order results in alteration of costs, the Mine Operator shall raise tax
invoice/ debit note/ credit note to reflect such additional/reduced cost incurred by it,
which shall be in line with the cost estimate provided by the Mine Operate or
pursuant to Clause 15.2.2(b). Within 30 (thirty) days of receipt of such bills, along
with the necessary supporting Documentation (as is reasonably sufficient for the
Authority to determine the accuracy thereof), the Authority shall disburse to the Mine
Operator such additional/reduced amounts as is evidenced in the GST invoice/debit
note/ credit note raised by the Mine Operator. The Mine Operator hereby undertakes
to pay, within 30 (thirty) days of the Change of Scope Order, any amount that may be
payable by the Mine Operator to the Authority (in accordance with the Change of
Scope Order) due to reduction in the Scope of the Project. In the event of any
Dispute, final adjustments thereto shall be made under and in accordance with the
Dispute Resolution Procedure.
15.4 Restrictions on certain works
15.4.1 The Authority shall not require the Mine Operator to undertake any works or
services if such works or services are likely to delay completion of the development
of Mines by the Scheduled Completion Date; provided that in the event that the
Authority considers such works or services to be essential, it may issue a Change of
Scope Order, subject to the condition that the works forming part of, or affected by
such Change of Scope Order, shall not be reckoned for purposes of determining
completion of the Mines.
15.4.2 The Mine Operator shall be entitled to nullify any Change of Scope Order if it
causes the cumulative costs relating to all the Change of Scope Orders to exceed
20% (twenty per cent) of the Annual Contract Value in any continuous period of 36
(thirty six) months immediately preceding the date of such Change of Scope Order
or if such cumulative costs exceed 50% (fifty per cent) of the Annual Contract Value
at any time during the Performance Period.

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ARTICLE 16
16 OPERATION AND MAINTENANCE
16.1 O&M obligations of the Mine Operator
16.1.1 During the Contract Period, the Mine Operator shall operate and maintain the Mines,
Equipment and Project Facilities in accordance with this Agreement either by itself,
or through the O&M Contractor and if required, modify, repair or otherwise make
improvements to the Mines and Equipment to comply with the provisions of this
Agreement, Applicable Laws and Applicable Permits, and conform to the
Specifications and Standards and Standard Industry Practice. The Mine Operator or
the O&M Contractor can operate and maintain the Mines with leased Equipment,
provided that the Specifications and Standards are in conformity with Schedule-D
and the Equipment are maintained in conformity with the Maintenance
Requirements. The obligations of the Mine Operator hereunder shall include:
(a) ensuring safe, smooth and uninterrupted excavation of Coal and Delivery
thereof from the Mines, including prevention of loss or damage thereto,
during normal operating conditions;
(b) undertaking operation and maintenance of the Mines in an efficient,
coordinated and economical manner, in compliance with Applicable Laws
and Standard Industry Practice;
(c) procuring that the Overburden is removed and deposited in accordance with
the provisions of this Agreement;
(d) minimising disruption to operation of the Mines in the event of accidents or
other incidents affecting the safety and operation of the Mines by providing a
rapid and effective response and maintaining liaison with emergency
services of the State;
(e) carrying out periodic preventive maintenance of the Mines;
(f) undertaking routine maintenance including prompt repairs of all components
of the Mines and Equipment so as to ensure compliance with the
Maintenance Requirements and the Specifications and Standards;
(g) undertaking major maintenance of Equipment and installations;
(h) preventing, with the assistance of the concerned law enforcement agencies,
any encroachments on, or unauthorised entry to the Site;
(i) protection of the environment and provision of equipment and materials
therefor;
(j) operation and maintenance of all communication, control and administrative
systems necessary for the efficient operation of the Mines and Equipment
and for providing safe, smooth and uninterrupted excavation of Coal and
Delivery thereof from the Mines;

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(k) maintaining a public relations unit for interface with and attend to
suggestions from Project Affected Persons, government agencies, media and
other agencies;
(l) complying with Safety Requirements in accordance with Article 17;
(m) operation and maintenance of all Project Assets and Project Facilities
diligently and efficiently and in accordance with Standard Industry Practice;
and
(n) maintaining reliability in operating the Mines and Delivery of Coal.
16.1.2 The Mine Operator shall remove all Overburden excavated during the course of
development and operations of the Mines in accordance with Applicable Laws,
Standard Industry Practice and the provisions of this Agreement.
16.1.3 The Mine Operator shall promptly remove from the Mines, all surplus construction
machinery and materials, waste materials (including hazardous materials and waste
water), rubbish and other debris (including, without limitation, accident debris) and
keep the Mines in a clean, tidy and orderly condition, and in conformity with
Applicable Laws, Applicable Permits and Standard Industry Practice.
16.1.4 The Mine Operator shall maintain, in conformity with Standard Industry Practice, all
stretches of roads and other structures situated on the Site.
16.1.5 If the Mine Operator fails to comply with any directions issued by a Government
Instrumentality, and is liable to pay a penalty under the provisions of Applicable
Laws, such penalty shall be borne solely by the Mine Operator, and shall not be
claimed from the Authority. For the avoidance of doubt, payment of any penalty
under the provisions of Applicable Laws shall be in addition to, and independent of,
the Damages payable under this Agreement.
16.2 Maintenance Requirements
The Mine Operator shall procure that at all times during the Operation Period, the
Mines and Equipment conform to the maintenance requirements set forth in
Schedule-K (the "Maintenance Requirements").
16.3 Maintenance Manual
16.3.1 No later than 90 (ninety) days prior to the Scheduled Completion Date, the Mine
Operator shall, in consultation with the Engineer in charge, evolve a repair,
operation and maintenance manual (the "Maintenance Manual") for the regular and
preventive maintenance of the Mines and Equipment in conformity with the
Specifications and Standards, Maintenance Requirements, Safety Requirements and
Standard Industry Practice, and shall provide 5 (five) copies thereof to the Authority
and 2 (two) copies to the Engineer in charge. The Maintenance Manual shall be
revised and updated once every 3 (three) Accounting Years and the provisions of
this Clause 16.3 shall apply, mutatis mutandis, to such revisions and updates.
16.3.2 Without prejudice to the provision of Clause 16.3.1, the Maintenance Manual shall,
in particular, provide for life cycle maintenance, routine maintenance and restorative

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maintenance which may be reasonably necessary for maintenance and repair of the
Project Assets, including replacement thereof, such that its overall condition
conforms to Standard Industry Practice.
16.4 Maintenance Programme
16.4.1 On or before COD and no later than 45 (forty five) days prior to the beginning of
each Accounting Year during the Operation Period, as the case may be, the Mine
Operator shall provide to the Authority and Engineer in charge, its proposed annual
programme of preventive, urgent and other scheduled maintenance (the
"Maintenance Programme") to comply with the Maintenance Requirements,
Maintenance Manual and Safety Requirements. Such Maintenance Programme shall
include:
(a) preventive maintenance schedule, including the proposed closure, if any, for
maintenance;
(b) arrangements and procedures for carrying out urgent repairs;
(c) criteria to be adopted for deciding maintenance needs;
(d) intervals and procedures for carrying out inspection of all elements of the
Mines and Equipment;
(e) intervals at which the Mine Operator shall carry out periodic maintenance;
(f) arrangements and procedures for carrying out safety related measures;
(g) intervals for major maintenance works and the scope thereof; and
(h) frequency of carrying out intermediate and periodic overhaul of the
Equipment.
16.4.2 Within 15 (fifteen) days of receipt of the Maintenance Programme, the Engineer in
charge shall review the same and convey its comments to the Mine Operator with
particular reference to its conformity with the Maintenance Requirements,
Maintenance Manual and Safety Requirements.
16.4.3 The Mine Operator may modify the Maintenance Programme as may be reasonable
in the circumstances, and the procedure specified in Clauses 16.4.1 and 16.4.2 shall
apply mutatis mutandis to such modifications.
16.4.4 Any maintenance carried out by the Mine Operator as per the Maintenance
Programme under this Clause 16.4 shall be deemed to be scheduled maintenance
(the "Scheduled Maintenance"). For the avoidance of doubt, any Scheduled
Maintenance shall not relieve the Mine Operator from its obligation to excavate and
Deliver Coal in accordance with the Annual Production Programme as set out under
the approved Mining Plan and, the Mine Operator shall be liable to pay the Damages
under Clause 21.5 for any closure, suspension or reduction of Annual Capacity
arising out of Scheduled Maintenance.

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16.5 Safety, breakdowns and accidents
16.5.1 The Mine Operator shall ensure safe conditions at the Mines, and in the event of
unsafe conditions, damage, breakdowns and accidents, it shall follow the relevant
operating procedures and undertake removal of obstruction and debris without
delay. Such procedures shall conform to the provisions of this Agreement,
Applicable Laws, Applicable Permits and Standard Industry Practice.
16.5.2 The Mine Operator's responsibility for rescue operations at the Site shall include
safe evacuation of all persons from the affected area as an initial response to any
particular incident and shall also include prompt removal of debris or any other
obstruction, which may endanger or interrupt the smooth excavation and Delivery of
Coal.
16.6 De-commissioning due to Emergency
16.6.1 If, in the reasonable opinion of the Mine Operator, there exists an Emergency which
warrants de-commissioning or shut-down of the whole or any part of the Mines and
Equipment, the Mine Operator shall be entitled to de-commission or shut down the
whole or any part of the Mines and Equipment for so long as such Emergency exists
and the consequences thereof warrant; provided that such de-commissioning or shut-
down and particulars thereof shall be notified by the Mine Operator to the Authority
without any delay, and the Mine Operator shall diligently carry out and abide by any
reasonable directions that the Authority may give for dealing with such Emergency.
For the avoidance of doubt, the Mine Operator acknowledges and agrees that any
de-commissioning or shut-down hereunder shall conform with the provisions of the
Mines Act, 1952.
16.6.2 The Mine Operator shall re-commission the Mines and Equipment or any part
thereof as quickly as practicable after the circumstances leading to its de-
commissioning or shut down have ceased to exist or have so abated as to enable the
Mine Operator to re-commission the Mines and Equipment, and shall notify the
Authority of the same forthwith.
16.7 Section closure
16.7.1 Save and except as provided in Clause 16.6, the Mine Operator shall not shut down
or de-commission any section of the Mines for undertaking maintenance or repair
works, not forming part of the Maintenance Programme, except with the prior
written approval of the Engineer in charge. Such approval shall be sought by the
Mine Operator through a written request to be made to the Engineer in charge, and a
copy thereof furnished to the Authority, at least 7 (seven) days before the proposed
closure of such section and shall be accompanied by particulars thereof. Within 3
(three) days of receiving such request, the Engineer in charge shall grant permission
with such modifications as it may deem necessary and a copy of such permission
shall be sent to the Authority.
16.7.2 Upon receiving the permission pursuant to Clause 16.7.1, the Mine Operator shall be
entitled to shut down or de-commission the designated section for the period
specified therein, and in the event of any delay in re-commissioning such section,
the Mine Operator shall pay Damages to the Authority calculated at the rate of 1%

67
(one per cent) of the Average Daily Mining Charge for each day of delay until the
section has been re-commissioned for excavation and Delivery of Coal.
16.8 Maintenance obligations
16.8.1 The Mine Operator shall repair or rectify any defect or deficiency set forth in the
Maintenance Requirements within the period specified therein.
16.9 Authority's right to take remedial measures
16.9.1 In the event the Mine Operator does not maintain and/or repair the Mines and
Equipment or any part thereof in conformity with the Maintenance Requirements,
the Maintenance Manual or the Maintenance Programme, as the case may be, and
fails to commence remedial works within 15 (fifteen) days of receipt of the O&M
Inspection Report or a notice in this behalf from the Authority or Engineer in
charge, as the case may be, the Authority shall, without prejudice to its rights under
this Agreement including Termination thereof, be entitled to undertake such
remedial measures at the risk and cost of the Mine Operator, and to recover its cost
from the Mine Operator.
16.10 Overriding powers of the Authority
16.10.1 If in the reasonable opinion of the Authority, the Mine Operator is in material breach
of its obligations under this Agreement and, in particular, the Maintenance
Requirements, and such breach is causing or likely to cause material danger to any
person or property, the Authority may, without prejudice to any of its rights under
this Agreement including Termination thereof, by notice require the Mine Operator
to take reasonable measures immediately for rectifying or removing such hardship
or danger, as the case may be.
16.10.2 In the event that the Mine Operator, upon notice under Clause 16.10.1, fails to rectify
or remove any hardship or danger within a reasonable period, the Authority may
exercise overriding powers under this Clause 16.10.2 and take over the performance
of any or all the obligations of the Mine Operator to the extent deemed necessary by
it for rectifying or removing such hardship or danger; provided that the exercise of
such overriding powers by the Authority shall be of no greater scope and of no
longer duration than is reasonably required hereunder; provided further that any
costs and expenses incurred by the Authority in discharge of its obligations
hereunder shall be deemed to be O&M Expenses, and the Authority shall be entitled
to recover them from the Mine Operator in accordance with the provisions of Clause
16.9 along with the Damages specified therein.
16.10.3 In the event of a national emergency, civil commotion or any other act specified in
Clause 34.3, the Authority may take over the performance of any or all the
obligations of the Mine Operator to the extent deemed necessary by it, and exercise
such control over the Mines and Equipment or give such directions to the Mine
Operator as may be deemed necessary; provided that the exercise of such overriding
powers by the Authority shall be of no greater scope and of no longer duration than
is reasonably required in the circumstances which caused the exercise of such
overriding power by the Authority. For the avoidance of doubt, it is agreed that the
consequences of such action shall be dealt in accordance with the provisions of
Article 34. It is also agreed that the Mine Operator shall comply with such

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instructions as the Authority may issue in pursuance of the provisions of this Clause
16.10.3, and shall provide assistance and cooperation to the Authority, on a best
effort basis, for performance of its obligations hereunder.
16.11 Restoration of loss or damage to the Mines
Save and except as otherwise expressly provided in this Agreement, in the event that
the Mines and Equipment or any part thereof suffers any loss or damage during the
Contract Period from any cause whatsoever, the Mine Operator shall, at its cost and
expense, rectify and remedy such loss or damage forthwith so that the Mines and
Equipment conform to the provisions of this Agreement.
16.12 Modifications to the Mines
The Mine Operator shall not carry out any material modifications to the Mines and
Equipment save and except where such modifications are necessary for the Mines
and Equipment to operate in conformity with the Specifications and Standards,
Maintenance Requirements, Standard Industry Practice and Applicable Laws;
provided that the Mine Operator shall notify the Engineer in charge of the proposed
modifications along with particulars thereof at least 15 (fifteen) days before
commencing work on such modifications and shall reasonably consider any
suggestions that the Engineer in charge may make within 15 (fifteen) days of
receiving the Mine Operator's proposal. For the avoidance of doubt, all modifications
made hereunder shall comply with the Safety Requirements, Specifications and
Standards, Applicable Laws, Standard Industry Practice and the provisions of this
Agreement.
16.13 Excuse from performance of obligations
The Mine Operator shall not be considered in breach of its obligations under this
Agreement if any part of the Mines and Equipment are not available for excavation
of Coal and Delivery thereof on account of any of the following for the duration
thereof:
(a) a Force Majeure Event;
(b) measures taken to ensure the safety of the Mines except when unsafe
conditions occurred because of failure of the Mine Operator to perform its
obligations under this Agreement; or
(c) compliance with a request from the Authority or the directions of any
Government Instrumentality, the effect of which is to close all or any part of
the Mines except when such closure occurred because of failure of the Mine
Operator to perform its obligations under this Agreement or Applicable
Laws.
Provided that, any such non-availability and particulars thereof shall be notified by
the Mine Operator to the Authority and the Engineer in charge without any delay.

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Provided further that, the Mine Operator shall keep available all unaffected parts of
the Mines for excavation of Coal and Delivery thereof, provided they can be
operated safely.

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ARTICLE 17
17 SAFETY REQUIREMENTS3
17.1 Safety Requirements
17.1.1 The Mine Operator shall comply with the provisions of this Agreement, Applicable
Laws and Applicable Permits and conform to Standard Industry Practice for
securing the safety of the Mines, Equipment and individuals on or about the Site. In
particular, the Mine Operator shall develop, implement and administer a surveillance
and safety programme for providing a safe environment on or about the Mines, and
shall comply with the safety requirements set forth in Schedule-L (the "Safety
Requirements").
17.1.2 The Mine Operator shall have the absolute responsibility to verify and take
necessary actions so that all the safety measures at the Mines are implemented,
maintained and kept in proper working order. The Mine Operator shall also be
responsible for ensuring adherence to safety code of practices, as required under this
Agreement, Applicable Laws (including but not limited to the Coal Mines
Regulations, 2017) and Applicable Permits, by its employees, Contractors or any
other individuals working or performing, directly or indirectly, for the Mine
Operator in relation to the Mines and/ or on or about the Site.
17.1.3 The Mine Operator shall impart safety training to its employees and shall at all times
be responsible for observance of safety procedures by its staff, Contractors and
agents. The Mine Operator shall request the Authority to provide statutory training
under the Mines Vocational Training Rules, 1966.
17.1.4 The Mine Operator shall provide and maintain adequate lighting, fencing,
communication system, dust suppression and other facilities, wherever required,
within the premises of the Mines for proper execution of work and protection of
such facilities for the safety of employees and public.
17.1.5 The Mine Operator shall arrange and provide all the employees deployed by the
Mine Operator with personal protective equipment such as helmets, footwear and
other safety appliances and devices required to carry out the work in the Mines. The
Mine Operator shall further ensure that its employees and other deployed person(s)
use such personal protective equipment, during the course of their work in the
Mines. The Mine Operator shall not, under any circumstances, pay in lieu of such
personal protective equipment.
17.1.6 The Mine Operator shall provide adequate and appropriate rest shelters, first aid
station, ambulances, fire stations, fire hydrants, drinking water and other facilities/
amenities at conspicuous places as required under the Applicable Laws, Applicable
Permits and Standard Industry Practice for ensuring safety, health and welfare of the
employees other persons, as may be deployed directly or indirectly by the Mine
Operator, for working in the Mines in accordance with the provisions of this
Agreement.
3
The provisions of this Article may be suitably modified to meet project -specific requirements.

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17.1.7 The Mine Operator acknowledges and agrees that the Authority shall be entitled to
inspect the Mines to verify adherence to the requirements under the Applicable Law,
conditions stipulated under the Applicable Permits and the Safety Requirements and
the Mine Operator shall be obliged to facilitate such inspection and implement the
corrective measures identified in such inspection.
17.1.8 Notwithstanding anything to the contrary contained in this Agreement, the Parties
acknowledge and agree that the appropriate Government Instrumentalities shall be
entitled to issue directions to the Authority and the Mine Operator for complying
with the provisions of the Mines Act, 1952 and the rules made thereunder and such
directions shall be binding on them.
17.1.9 If the Mine Operator fails to ensure safety measures regarding usage of machinery,
equipment, safety devices and/ or appliances required to carry out the tasks/work as
required under this Agreement or fails to ensure that its employees, Contractors,
contract labourers or any other person, as deployed by the Mines Operator to work
at the Mines, use the personal protective equipment, as needed, for safe working or
other provisions, procedures and practices, the Authority, upon the satisfaction that
the Mine Operator is not conforming to the safety and health requirements, may
direct the Mine Operator for stoppage of work and require the Mine Operator to
remedy the defects within a stipulated time period, as determined by the Authority.
The Mine Operator shall not proceed with the work in the Mines until it has
complied with each direction of the Authority to the satisfaction of the statutory
officials appointed by the Authority for the Mines.
17.2 Guiding principles
17.2.1 Safety Requirements aim at reduction of injuries, loss of human life and damage to
property resulting from accidents on the Mines and Equipment, irrespective of the
person(s) at fault.
17.2.2 Safety Requirements shall apply to all phases of exploration, development, operation
and maintenance of the Mines with emphasis on identification of factors associated
with accidents, consideration of the same, and implementation of appropriate
remedial measures.
17.3 Expenditure on Safety Requirements
All costs and expenses arising out of or relating to Safety Requirements shall be
borne by the Mine Operator.
17.4 Annual Safety Report
17.4.1 The Mine Operator shall submit to the Authority before the 15th
(fifteenth) day of
January of each calendar year, an annual report (in 10 (ten) copies) containing,
without limitation, a detailed list and analysis of all accidents of the preceding
calendar year and the measures taken by the Mine Operator for averting or
minimizing such accidents in future ("Annual Safety Report").
17.4.2 Once in every calendar year, a safety audit shall be carried out by the Authority. It
shall review and analyse the Annual Safety Report and accident data of the
preceding calendar year, and undertake an inspection of the Mines. The Authority

72
shall provide a safety report recommending specific improvements, if any, required
to be made in the Mines and Equipment. Such recommendations shall be
implemented by the Mine Operator in accordance with Safety Requirements,
Specifications and Standards and Applicable Laws in a time bound manner as
specified by the Authority in the recommendations. For the avoidance of doubt, the
Parties agree that not more than 15 (fifteen) months shall elapse between 2 (two)
safety audits to be conducted by the Authority hereunder.

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ARTICLE 18
18 SECURITY OF THE MINES
18.1 Security of the Mines
18.1.1 The Mine Operator shall at all times procure the safety and security of the Mines,
Equipment, Coal and all persons in or about the Mines.
18.1.2 The Mine Operator shall procure at all times that the Coal excavated by it shall be
transported only by duly authorised personnel and vehicles through the routes
notified by the Authority in consultation with the Mine Operator. The loading and
movement of such vehicles shall be supervised and monitored in accordance with
Standard Industry Practice.
18.1.3 The Coal excavated by the Mine Operator shall be processed and stored only in the
areas designated for this purpose in accordance with Schedule-A and Schedule-C,
and any modification in the designated areas shall be undertaken only with the prior
written consent of the Authority which shall not be unreasonably withheld.
18.2 Installation of Security Equipment
The Mine Operator shall install security and surveillance equipment in conformity
with Applicable Laws and Standard Industry Practice to ensure and procure the
safety and security of its personnel, Mines, Equipment and Coal.
18.3 Real Time Monitoring of Operations
18.3.1 The Mine Operator shall, for real time monitoring of the operation of the Mines,
install and operate a suitable system. The Mine Operator shall, for real time
monitoring of the movement of dumpers, trucks, excavators and other equipment,
install and operate a suitable ―Operator Truck Dispatch System‖.
18.3.2 The Mine Operator shall further install and operate such system which shall monitor
movement of Coal through trucks or conveyor belts or any other medium up to the
Delivery Point, which shall include all the entry/ exit points, Coal Depot, Coal
Handling Plant, buildings, structures, passages used for transporting Overburden/
Coal and other places as advised by the Authority. Such places should also have
provision of closed circuit television cameras. The system should have facility of
monitoring the entire information through a central control room.
18.3.3 All recording on such surveillance systems shall be classified and stored by the
Mine Operator for a period of at least 3 (three) months from the date of such
recording.
18.4 Prevention of pilferage of Coal
The Mine Operator shall install fencing and security equipment, engage security
guards and take such other measures as may be necessary to prevent pilferage of
Coal and shall launch criminal proceedings in cases of theft or unauthorised
removal of Coal from the Mines.

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ARTICLE 19
19 MONITORING OF OPERATION AND MAINTENANCE
19.1 Monthly status reports
19.1.1 During the Operation Period, the Mine Operator shall, no later than 7 (seven) days
monthly report stating in reasonable detail the condition of the Mines and
Equipment including their compliance or otherwise with the Mining Plan,
Maintenance Requirements, Maintenance Manual, Maintenance Programme and
Safety Requirements, and shall promptly give such other relevant information as
may be required by the Engineer in charge or the Authority. In particular, such
report shall separately identify and state in reasonable detail the defects and
deficiencies that require rectification.
19.1.2 During the Operation Period, the Mine Operator shall, no later than 10 (ten) days
monthly management report which shall be a summary of:
(a) key performance indicators achieved in the month, along with an analysis of
reasons for failures, if any, and proposals to remedy the same;
(b) key operational hurdles and deliverables expected in the succeeding month
along with strategies for addressing the same and for otherwise improving
the Project's operational performance; and
(c) key financial parameters for the month, as benchmarked against the monthly
budget, the reasons for shortfall, if any, and proposals to remedy the same.
19.2 Reports of unusual occurrence
The Mine Operator shall, prior to the close of each day, send to the Authority and
Engineer in charge, by facsimile or e-mail, a report stating accidents and unusual
occurrences, if any, at the Mines relating to the safety and security of the Mines and
persons affected by it. A weekly and monthly summary of such reports shall also be
sent within 3 (three) days of the closing of each week and month, as the case may be.
For the purposes of this Clause 19.2, accidents and unusual occurrences at the Mines
shall include:
(a) death or injury to any person;
(b) any damage or obstruction at the Site;
(c) disablement of any element of the Mines during operation thereof;
(d) flooding of the Mines;
(e) smoke or fire; or

75
(f) such other relevant information as may be reasonably required by the
Authority or the Engineer in charge.
Any occurrence as mentioned under Regulation 8 of the Coal Mines Regulations,
2017 shall be reported immediately as required.
19.3 Inspection
The Engineer in charge shall inspect the Mines and Equipment regularly. It shall
make a report of such inspection (the "O&M Inspection Report") stating in
reasonable detail the defects or deficiencies, if any, with particular reference to the
Maintenance Requirements, Maintenance Manual, the Maintenance Programme and
Safety Requirements, and send a copy thereof to the Authority and the Mine
Operator within 7 (seven) days of such inspection.
19.4 Tests
For determining that the Mines conform to the Maintenance Requirements, the
Engineer in charge shall require the Mine Operator to carry out, or cause to be
carried out, tests specified by it in accordance with Standard Industry Practice. The
Mine Operator shall, with due diligence, carry out or cause to be carried out all such
tests in accordance with the instructions of the Engineer in charge and furnish the
results of such tests forthwith to the Authority and the Engineer in charge. One half
of the costs incurred on such tests, and to the extent certified by the Engineer in
charge as reasonable, shall be reimbursed by the Authority to the Mine Operator.
19.5 Remedial measures
19.5.1 The Mine Operator shall repair or rectify the defects or deficiencies, if any, set forth
in the O&M Inspection Report or in the test results referred to in Clause 19.4 and
furnish a report in respect thereof to the Engineer in charge and the Authority within
15 (fifteen) days of receiving the O&M Inspection Report or the test results, as the
case may be; provided that where the remedying of such defects or deficiencies is
likely to take more than 15 (fifteen) days, the Mine Operator shall submit progress
reports of the repair works once every week until such works are completed in
conformity with this Agreement.
19.5.2 The Engineer in charge shall require the Mine Operator to carry out or cause to be
carried out tests, at its own cost, to determine that such remedial measures have
brought the Mines and Equipment into compliance with the Maintenance
Requirements and the procedure set forth in this Clause 19.5 shall be repeated until
the Mines and Equipment conform to the Maintenance Requirements.
19.6 Production and Delivery Statements/ Reports
During the Operation Period, the Mine Operator shall furnish to the Authority all
the reports and statements required as per the New Code for Uniform System of
Maintenance, Control and Verification of Coal Stock in all Mines of Coal India
Limited. The Mine Operator shall also furnish to the Authority such other
information as the Authority may reasonably require, at specified intervals, in
discharge of its statutory functions.

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19.7 Annual measurement of excavation
19.7.1 The Engineer in charge shall cause to be measured, by Central Mine Planning and
Design Institute Limited (―CMPDI‖), using laser technology or photogrammetry
method or the latest available technology (the "Measurement"), the stockpile of
Coal Seams and Overburden at the Mines, and shall convey forthwith to the
Authority such particulars thereof as the Authority may reasonably require. The date
and time for Measurement shall be notified by the Engineer in charge in consultation
with CMPDI, no less than 1 (one) week in advance, to the Mine Operator and the
Authority, and the Authority may designate its representative to witness such
Measurement or may also carry out its independent Measurement. The Authority
may, with the prior approval of its board of directors, engage any other reputed third
party agency, other than CMPDI, for undertaking such Measurement. The costs of
Measurement shall be borne by the Authority.
19.7.2 The Engineer in charge shall arrange, once every Accounting Year, on or before the
commencement of each Accounting Year, to repeat the Measurement in accordance
with the provisions of Clause 19.7.1.
19.7.3 In the event that the quantity of Coal dispatched from the Delivery Point during any
Accounting Year falls short of the quantity of excavation, as determined by
measurement, in respect of that Accounting Year, the Mine Operator shall pay to the
Authority, Damages at the rate of notified price of Coal for the shortfall quantity of
up to 2% (two per cent) and at the rate twice the notified price of Coal for such
shortfall quantity exceeding 2% (two per cent) of excavation quantity of Coal.
The amount of Damages shall be recovered from the monthly bill of the Mine
Operator. Shortfall quantity shall be reconciled every month and final adjustment
shall be done at the end of each Accounting Year. The Parties further agree that
conversion of volumetric content to weight of Coal in different stacks shall be in
accordance with the New Code for Uniform System of Maintenance, Control and
Verification of Coal Stock in all Mines of Coal India Limited. The Parties also agree
that in the event of a Dispute relating to the procedure and outcome of any tests or
measurements conducted hereunder, the Dispute shall be referred to an Independent
Laboratory for conducting tests at such laboratory. The figures on production and
Delivery of Coal during the month should be reconciled with the measurement of
stockpile and Coal Seam at the end of every month and the same should be verified
from the in situ measurement to comply with the provisions of New Code for
Uniform System of Maintenance, Control and Verification of Coal Stock in all
Mines of Coal India Limited.
Explanation:
The notified price of Coal for the purposes of this Clause 19.7.3 shall be the simple
average of the notified price of similar coal most recently declared by the Authority.

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ARTICLE 20
20 REMOVAL OF OVERBURDEN
20.1 Removal of Overburden
20.1.1 The Mine Operator shall, at all times during the Performance Period, ensure and
procure the fulfillment of its obligations in respect of excavation, removal and
depositing of Overburden in accordance with Applicable Laws, Applicable Permits,
Mining Plan, the provisions of this Agreement and Standard Industry Practice.
20.1.2 The Mine Operator acknowledges, agrees and undertakes that the geometry of
Mines, including bench height and width of Coal Seams, Overburden and inter -
burden, shall at all times conform with the provisions of this Agreement, Applicable
Laws and Standard Industry Practice.
20.1.3 The Engineer in charge shall regularly determine the compliance of the provisions of
this Article 20 by the Mine Operator.
20.2 Schedule for Removal of Overburden
20.2.1 On or before Appointed Date the Mine Operator shall submit a schedule for removal
of Overburden ("Scheduled Overburden Quantity") in accordance with the
Mining Plan in the following format which shall deemed to be a part of the
Agreement.
The Parties expressly agree that during each Accounting Year after the Appointed
Date, the Mine Operator shall undertake removal of Overburden to the extent
necessary for mining operation in accordance with the terms of this Agreement and
the Scheduled Overburden Quantity.
Format for Scheduled Overburden Quantity :
Accounting Year Overburden to be removed (In Mm3
)
1
2
3
4
Subsequent years
Total

78
Provided that, in the event of any significant change in the Stripping Ratio, the
Scheduled Overburden Quantity may be modified with the approval of the
Authority.
Provided further that, in the event of the actual Overburden removal in any
Accounting Year is less than the Scheduled Overburden Quantity for that
Accounting Year due to the Force Majeure or Authority Default, the Scheduled
Overburden Quantity for such Accounting Year shall be pro-rated accordingly on
the basis of the loss of working shifts due to such Force Majeure or Authority
Default. In this regard, a loss of at least 5 (five) working hours in a working shift
shall be considered as loss of 1 (one) working shift.
20.2.2 The Mine Operator may undertake advance removal of Overburden in excess of the
Scheduled Overburden Quantity with the prior written approval of the Authority.
20.2.3 The Authority shall conduct monthly measurement of Overburden benches, using
Electronic Total Station, Laser Scanning Technology or any other suitable
methodology, in presence of a representative of the Mine Operator to determine
compliance with Article 20.
20.3 Overburden Adjustable Amount
20.3.1 In the event the planned production of Coal is scheduled to start after a period of
more than 3 (three) years from the Appointed Date as per the approved Mining Plan,
the following provisions shall be applicable.
Upon commencement of removal of Overburden by the Mine Operator in accordance
with the terms of this Agreement, as certified and measured by the Engineer in
charge during the monthly measurement, the Authority shall be liable to pay to the
Mine Operator in respect of each month prior to the occurrence of Coal production
during which the Overburden is removed by the Mine Operator, an adjustable sum
calculated as the product of 40% (forty per cent) of the Mining Charge and the
Notional Amount of Coal (―Overburden Adjustable Amount‖). The term
―Notional Amount of Coal‖ shall mean the quantity of Coal arrived at by dividing
the volume of Overburden removed during the relevant month by the Notional
Stripping Ratio. The Overburden Adjustable Amount shall be paid against the
submission of bank guarantee(s) from a Bank by the Mine Operator. The value of
such bank guarantee(s) shall, at no point of time, be less than 110% (one hundred and
ten per cent) of the amount disbursed or due to be adjusted, as the case may be. The
Mine Operator shall ensure that such bank guarantee(s) are valid until the
Overburden Adjustable Amount is fully adjusted by the Authority against the Mining
Charge in accordance with Clause 20.3.2 below. It is hereby clarified that the
aforesaid bank guarantees against the payment of Overburden Adjustable Amount is
separate and in addition to the Mine Operator‘s obligation to furnish the Performance
Security under Article 9.
20.3.2 The Overburden Adjustable Amount paid by the Authority shall be adjusted against
the Mining Charge payable by the Authority to the Mine Operator, in equal
instalments spread over a period of 60 (sixty) months beginning from the month in
which the first Monthly Invoice is raised by the Mine Operator. In case of any
shortfall in recovery, it shall be adjusted against the subsequent Monthly Invoices.

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20.4 Damages for Failure to remove Overburden
20.4.1 In case the Overburden removed by the Mine Operator is less than the Scheduled
Overburden Quantity in any Accounting Year, then the Mine Operator shall submit
an irrevocable, unconditional and first demand bank guarantee in favour of the
Authority, in a form and manner acceptable to the Authority from a Bank for a sum
equivalent to the Mining Charge payable to the Mine Operator for the Overburden
Shortfall ("Overburden Guarantee"). If the Mine Operator fails to submit the
requisite amount of the Overburden Guarantee, the Authority shall withhold the
payment of the Monthly Invoice for an equivalent amount of such Overburden
Guarantee.
For the purposes of this Clause 20.4, "Overburden Shortfall" shall mean the
quantity of Coal determined as follows:
(a) Prior to COD: the difference between the Scheduled Overburden Quantity
and the Overburden removed, divided by the Notional Stripping Ratio ;
(b) On or after the COD: the difference between the Scheduled Overburden
Quantity and the Overburden removed, divided by the Stripping Ratio.
20.4.2 The Mine Operator shall keep the Overburden Guarantee valid and effective and in
full force until the date that occurs 90 (ninety) days after the expiry of (i) 3 (three)
Accounting Years following the Accounting Year in which the relevant Overburden
Shortfall occurred; or (ii) Contract Period, whichever is earlier.
20.4.3 At least 30 (thirty) days prior to expiry of the Overburden Guarantee, the Mine
Operator shall furnish a replacement Overburden Guarantee to the Authority, failing
which the Authority shall be entitled to, after giving 5 (five) days‘ notice to the Mine
Operator, draw down the full value of the Overburden Guarantee, and hold the cash
as security for performance of the Mine Operator‘s obligations under this Clause
20.4.
20.4.4 The Mine Operator shall meet the Overburden Shortfall, within a period of 3 (three)
Accounting Years immediately following the Accounting Year in which the relevant
Overburden Shortfall occurred and in any event prior to the expiry of the Contract
Period, failing which the Authority shall, without prejudice to its other rights and
remedies under this Agreement, in law or equity, be entitled to appropriate the
Overburden Guarantee in full, as Damages. Without prejudice to the foregoing, in the
event of Termination of this Agreement, the Authority shall be entitled to appropriate
the Overburden Guarantee in full, as Damages for failure of the Mine Operator to
meet the Overburden Shortfall.

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ARTICLE 21
21 PRODUCTION OF COAL
21.1 Production of Coal
The Mine Operator shall excavate and Deliver Coal to the Authority in accordance
with the Annual Production Programme specified in the Mining Plan.
21.2 Annual Production Programme
21.2.1 Subject to the provisions of Clause 21.2.2, the Mine Operator shall excavate and
Deliver Coal in accordance with the approved Mining Plan. On or before the
Appointed Date the Mine Operator shall submit to the Authority an annual
production programme for each Accounting Year (the "Annual Production
Programme") in accordance with the approved Mining Plan in the format given
below:
For the purposes of this Agreement, ―Contracted Capacity‖ means peak rated
capacity i.e., maximum Coal to be Delivered in an Accounting Year as per the
Annual Production programme. The quantities specified in the Annual Production
Programme for each Accounting Year shall be the ―Annual Capacity‖, and the
―Monthly Capacity‖ for any month in an Accounting Year shall be the Annual
Capacity for such Accounting Year pro rated for the months in such Accounting
Year. Where an Accounting Year is less than 12 (twelve) months, then the Annual
Capacity for such Accounting Year shall be pro-rated accordingly.
In the event of the actual quantity of Coal Delivered in any Accounting Year is less
than the scheduled Annual Capacity of that Accounting Year due to the Force
Majeure or Authority Default, the Annual Capacity of such Accounting Year shall
be pro-rated accordingly on the basis of the loss of working shifts due to such Force
Majeure or Authority Default. In this regard, a loss of at least 5 (five) working
hours in a working shift shall be considered as loss of 1 (one) working shift.
21.2.2 The Authority may, by a notice delivered at least 3 (three) months prior to
commencement of an Accounting Year after COD, subject to the condition of
environment clearance, modify the Annual Production Programme specified in
Clause 21.2.1 by increasing or reducing it up to 15% (fifteen per cent) with respect
to such Accounting Year and thereupon the modified Annual Production Programme
shall be deemed to be the Annual Production Programme for such Accounting Year
for the purposes of this Agreement. However, an increase of the Annual Production
Programme for any Accounting Year by more than 15% (fifteen per cent) shall be
Accounting Year Coal to be delivered ( in MT)
1
2
3
Subsequent years
Total

81
made only with the mutual consent of the Parties in writing. It is hereby clarified
that no claim for idling of the equipment due to a reduction in Annual Production
Programme shall be entertained by the Authority except as set out in Clause 21.2.3.
For the avoidance of doubt, the Parties agree that the Annual Production Programme
in the Accounting Year in which the Coal production starts or Transfer Date occurs
shall be proportionate to the period of operation in that Accounting Year.
21.2.3 The Authority agrees and undertakes that it shall ordinarily not reduce the Annual
Production Programme by more than the quantity specified in Clause 21.2.2. In the
event the Authority reduces the Annual Production Programme below such quantity,
it shall pay to the Mine Operator, a charge equal to 25% (twenty five per cent) of the
Mining Charge for and in respect of such reduction below the quantity specified in
Clause 21.2.2.
21.2.4 Unless otherwise agreed to by the Parties, it is expressly agreed by the Mine
Operator that it shall, in no month of an Accounting Year, Deliver more than 20%
(twenty per cent) of the quantity of Coal specified in the Annual Production
Programme for that Accounting Year. It is clarified that notwithstanding the
foregoing and unless otherwise agreed to by the Parties, the Mine Operator shall not,
in any Accounting Year, Deliver more than 100% (one hundred per cent) of the
quantity of Coal specified in the Annual Production Programme for that Accounting
Year under this Clause 21.2. It is agreed that the provisions of this Clause 21.2.4
shall not apply to any quantity of Coal that is stored in the Coal Depot, and such
Coal shall be Delivered by the Mine Operator at the Delivery Points in accordance
with the instructions of the Authority.
21.2.5 The Mine Operator shall, no later than the 21st
(twenty first) day of every month,
furnish to the Authority its weekly target of production for the forthcoming month,
and shall make best efforts to fulfill such targets. In the event it expects any shortfall
therein, it shall inform the Authority as soon as may be, and furnish its revised
targets of production.
21.2.6 It is clarified that any modification to the Annual Production Programme pursuant to
this Clause 21.2 shall not be deemed to be a Change of Scope and shall not entitle
the Mine Operator to a Change of Scope Order pursuant to Article 15.
21.3 Delivery Point
It is expressly agreed by the Mine Operator that unless otherwise authorised in
writing by the Authority, all Coal excavated and produced by the Mine Operator
shall be Delivered by the Mine Operator only at the Delivery Points and solely to the
Authority or its nominees, and to no other person.
21.4 Extension of Annual Production Programme
In the event the Contract Period is extended in accordance with the provisions of this
Agreement, the Annual Production Programme shall be deemed to be extended by a
corresponding period on the terms and conditions specified in this Agreement, other
than in respect of any extension of the Contract Period pursuant to Clause 3.1.

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21.5 Damages for shortfall
21.5.1 Upon COD, in the event the excavated and Delivered Coal in any Accounting Year
(―Actual Production‖) is less than the Annual Capacity for such Accounting Year,
other than where such shortfall arises directly on account of (i) Force Majeure; or
(ii) a default of the Authority; or (iii) non-Delivery of Coal pursuant to Clause 16.13,
the Mine Operator shall be liable to pay the following amounts as Damages for the
shortfall in Actual Production of Coal, as indicated below. It is clarified that in
respect of the Accounting Year during which the Transfer Date occurs, the shortfall
will be determined with respect to the Actual Production during the number of
months in such Accounting Year prior to the Transfer Date and the Annual Capacity
for such Accounting Year shall be pro-rated for the number of months in such
Accounting Year.
Shortfall in Actual
Production expressed as
Damages to be paid by the Mine Operator
a percentage of Annual
Production Programme
100% to 90% Nil
90% to 80% 10% of Mining Charge multiplied by the difference
between the Actual Production and 90% of the Annual
Production Programme.
80% to 70% (a) 10% of Mining Charge multiplied by 10% of the
Annual Production Programme (being the difference
between 90% and 80% of the Annual Production
Programme); and
(b) 20% of Mining Charge multiplied by the difference
between Actual Production and 80% of the Annual
70% to 50% (a) 10% of Mining Charge multiplied by 10% of the
Programme);
(b) 20% of Mining Charge multiplied by 10% of the
Programme); and
(c) 30% of Mining Charge multiplied by the difference
In addition, the Agreement will be reviewed by a review
committee duly constituted by the Authority.

83
Shortfall in Actual
Production expressed as
Damages to be paid by the Mine Operator
a percentage of Annual
Production Programme
Less than 50% (a) 10% of Mining Charge multiplied by 10% of the
Programme);
(b) 20% of Mining Charge multiplied by 10% of the
Programme);
(c) 30% of Mining Charge multiplied by 20% of the
Programme); and
(d) 40% of Mining Charge multiplied by the difference
In addition, the Agreement will be reviewed by a review
committee duly constituted by the Authority to take
appropriate decision.

84
ARTICLE 22
22 COAL DEPOT4
22.1 Coal Depot
22.1.1 For discharging its obligations under and in accordance with the provisions of this
Agreement, the Mine Operator shall build and operate coal depot(s) for storage of
Coal in accordance with the provisions of this Article 22 (the "Coal Depot").
22.1.2 The land for the Coal Depot shall be earmarked in the approved Mining Plan and
shall form part of the Site.
22.1.3 The Coal Depot shall include spaces required for stocking of Coal, its processing,
loading and Delivery in accordance with the provisions of this Agreement.
22.1.4 The Coal Depot shall have the capacity for storage of sufficient quantity of Coal,
which shall in any event be not less than the capacity given in the approved Mining
Plan. The Coal Depot shall be maintained by the Mine Operator as per Standard
Industry Practices and be kept free of spontaneous heating and fire by taking
suitable measures. At the beginning of each Accounting Year, the Engineer in
charge shall, in consultation with the Authority and the Mine Operator, declare the
capacity of storage of the Coal Depot for that Accounting Year (―Declared
Capacity‖). Such Declared Capacity may be reviewed every quarter at the written
request of either Party
22.1.5 Supply of electricity and water at the Coal Depot shall be procured by the Mine
Operator at its own cost and expense.
22.2 Facilities and equipment at Coal Depot
22.2.1 The Mine Operator shall install and operate the facilities and equipment necessary
for performing its obligations at the Coal Depot under and in accordance with the
provisions of this Agreement.
22.2.2 The Parties may, by mutual agreement, change the location of the Coal Depot;
provided, however, that any such change of location pursuant to this Clause 22.2.2
shall require the Authority to provide access to the Mine Operator with respect to the
new location of the Coal Depot and provisions of Article 10 shall apply mutatis
mutandis to the acquisition and takeover of physical possession of such new
location.
4
The provisions of this Article may be suitably modified to meet project -specific requirements.

86
ARTICLE 23
23 STORAGE AND TESTING
23.1 Storage of Coal
The Mine Operator may, upon excavation in accordance with Standard Industry
Practice and the provisions of this Agreement, store Coal at the Coal Depot, such that
it is available for Delivery and transportation thereof in accordance with this
Agreement.
23.2 Testing of Coal
23.2.1 For determining that the Coal Delivered conforms to the Specifications and
Standards, the Coal Tests shall be conducted at the Delivery Point by an independent
laboratory accredited to the National Accreditation Board of Laboratories, as
selected by the Authority or any of the Buyer(s) and notified by the Authority to the
Mine Operator (the "Independent Laboratory"). The Coal Tests shall be carried
out in the presence of the representatives of the Authority, the Mine Operator and, if
required, the Buyer and such representatives shall sign the results of the Coal Tests.
A copy of the reports of all such Coal Tests shall be provided to the Authority and
the Mine Operator forthwith and to the Buyer upon request.
23.2.2 The results of the Coal Tests shall be final and binding on the Mine Operator and the
Authority.
23.2.3 Subject to Clause 30.1.2 of this Agreement, if the results of the Coal Tests conducted
at the Delivery Point indicate a deterioration in grade from the Declared Grade (the
―Grade Slippage‖), then the Mine Operator shall indemnify and shall be liable to
forthwith pay to the Authority, 1.25 (one point two five) times the amount
equivalent to that portion of the sale price of Coal which the Authority is unable to,
or fails to, realize from a Buyer on account of such Grade Slippage, as Damages. In
addition, the Mine Operator shall be liable to pay to the Authority the amount of loss
incurred by the Authority due to any payment of royalty to the Government. The
aforesaid amounts shall be recovered by the Authority from the Monthly Invoices of
the Mine Operator.
23.2.4 In the event the results of any of the Coal Tests conducted at the Delivery Point
indicate a Grade Slippage for such number of days as may be determined by the
Authority, such event shall be deemed to be a Mine Operator Default for the
purposes of Clause 37.1.1 and in addition to any other rights and remedies available
to the Authority under this Agreement (including pursuant to Clause 23.2.3), the
Authority shall be entitled to exercise its right of Suspension under Clause 36.1.
23.2.5 The costs and expense incurred on all Coal Tests carried out under Clause 23.2.1
shall be borne by the Authority.
23.3 Reporting of Coal stock
The Mine Operator shall, no later than 07:00 hours on each day, provide a statement
to the Authority setting out

87
(i) the opening stock of Coal at 00:00 hrs of the preceding day
(ii) the arrival of fresh stocks, if any during the preceding day,
(iii) the Delivery of Coal during the preceding day; and
(iv) the closing stock on the preceding day at 24:00 hours.

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ARTICLE 24
24 DISPATCH AND DELIVERY
24.1 Dispatch of Coal
The Authority shall, in accordance with the provisions of this Agreement, issue
instructions to the Mine Operator for dispatch of Coal during such period and in such
volumes as it may specify in its instructions (the "Dispatch Instructions") and the
Mine Operator shall plan and undertake the dispatch and Delivery of Coal thereof
accordingly.
24.2 Delivery and loading of Coal
The Mine Operator shall Deliver Coal to the Authority and load it on the trucks,
railway wagons or any Coal dispatch system, as the case may be, provided by the
Authority at or about the Coal Depot, at its own cost and expense.
Any damages or demurrage claimed by the railway or any Coal dispatch system, as
the case may be, due to delay in loading or under loading or over loading or any
spillage or loss occurring during the process of Delivery of Coal shall be borne by
the Mine Operator.
24.3 Title and Risk in Coal
The Mine Operator acknowledges and accepts that the entire Coal mined from the
Mines shall be the property of the Authority and the right, title and interest in the
Coal including after it is mined shall, at all times, vest in the Authority
notwithstanding that the risk of handling the Coal till the Delivery Points and
acceptance thereof shall be that of the Mine Operator. The Mine Operator shall
supply all Coal mined from the Mines only to the Authority in accordance with the
terms of this Agreement and shall not have any right to supply, sell or Deliver the
Coal to any other person or otherwise utilize the Coal for any other purpose, except
as expressly provided in this Agreement.

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ARTICLE 25
25 KEY PERFORMANCE INDICATORS
25.1 Key Performance Indicators
Without prejudice to the obligations specified in this Agreement, the Mine Operator
shall operate and maintain the Mines and Equipment such that they achieve the
performance indicators specified in this Article 25 (the "Key Performance
Indicators").
25.2 Production Programme and Project Milestones
25.2.1 The Mine Operator shall excavate Coal for Delivery thereof to the Authority in
accordance with the Annual Production Programme specified in Article 21. The
Mine Operator shall pay Damages for any shortfall in Delivery of Coal, equivalent
to the Annual Production Programme, in accordance with the provisions of Clause
21.5.
25.2.2 The Mine Operator shall complete the Construction Works in accordance with the
Project Milestones.
25.3 Adjustments in Mining Charge
25.3.1 Any recoveries and payments, required to be made in accordance with this Article
25, shall be made on a monthly basis and adjusted in the Mining Charge payable to
the Mine Operator.
25.3.2 The aggregate of all Incentives payable by the Authority for any month, in terms of
the provisions of this Agreement, shall be deemed as the aggregate Incentive (the
"Aggregate Incentive").
25.3.3 The aggregate of all Damages payable by the Mine Operator for any month, in terms
of the provisions of this Agreement, shall be deemed as the aggregate Damages (the
"Aggregate Damages").
25.3.4 The net of Aggregate Damages and Aggregate Incentives shall be deemed to be due
and payable by the Authority or the Mine Operator, as the case may be, under this
Article 25.
25.3.5 In the event that the amount payable by the Mine Operator in accordance with the
provisions of Clause 25.3.4 shall exceed 10% (ten per cent) of the total Mining
Charge receivable during any month, the amount receivable in excess of such 10%
(ten per cent) shall be carried forward to the subsequent month. For the avoidance of
doubt, if the amount carried forward under this Clause 25.3.5 cannot be adjusted in
the subsequent month, it shall continue to be carried forward to the following
months until it is fully adjusted, but only within the ceiling of 10% (ten per cent) per
month specified herein above.

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25.4 Monthly Report
The Mine Operator shall, no later than 7 (seven) days after the end of each month,
furnish to the Authority, a report stating the Key Performance Indicators of the
Mines or any phase thereof, as measured on a daily basis. The Mine Operator shall
promptly give such other relevant information as may be required by the Authority.

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ARTICLE 26
26 ENGINEER IN CHARGE
26.1 Engineer in charge
A senior level officer of the Authority shall be appointed by the Authority as the
‗Engineer in charge‘ to act as its authorised representative for the purpose of
administration and supervision of the Project (―Engineer in charge‖). The
appointment shall be made no later than 90 (ninety) days from the date of this
Agreement. It is hereby clarified that the Engineer in charge shall always be
appointed by the Authority from among its employees/officers.
The Engineer in charge shall be responsible for supervising and administering the
Agreement, certifying payment due to the Mine Operator, valuing variations to the
Agreement, awarding extension of time and valuing compensation events. The
Engineer in charge may, on its behalf, further appoint its representatives i.e., Project
manager/any other competent person for carrying out its functions as specified herein
and notify to the Mine Operator / Contractor, who is directly responsible for
supervising the work being executed at the Site, regarding such appointment of its
representatives. However, the Engineer in charge shall at all times be responsible and
liable for its obligations, duties and responsibilities under this Agreement.
26.2 Duties and functions
26.2.1 The Engineer in charge shall discharge its duties and functions substantially in
accordance with the terms of reference set forth in Schedule-O.
26.2.2 The Engineer in charge shall submit regular periodic reports (at least once every
month) to the Authority in respect of its duties and functions set forth in Schedule-
O.
26.2.3 A true copy of all communications sent by the Engineer in charge to the Mine
Operator and by the Mine Operator to the Engineer in charge shall be sent forthwith
by the Engineer in charge to the Authority.
26.3 Replacement of Engineer in charge
26.3.1 The Authority may replace the Engineer in charge at any time with another suitable
Engineer in charge.
26.3.2 If the Mine Operator has a reason to believe that the Engineer in charge is not
discharging its duties and functions in a fair, efficient and diligent manner, it may
make a written representation to the Authority and seek replacement of the Engineer
in charge.

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PART IV
FINANCIAL COVENANTS

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ARTICLE 27
27 MOBILISATION ADVANCE
27.1 Mobilisation Advance
Mobilisation advance for the Mine Operator has not been considered for this Project

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ARTICLE 28
28 MINING CHARGE AND OTHER CHARGES
28.1 Mining Charge
28.1.1 Subject to and in accordance with the terms of this Agreement, the Authority shall
pay to the Mine Operator the mining charge per Tonne of Coal Delivered by the
Mine Operator at the Delivery Point(s) in accordance with the provisions of this
Agreement (the "Mining Charge"), which shall be calculated in the following
manner:
(i) The Mining Charge quoted in the Bid is Rs. {****} (Rupees {****}) per
Tonne (the "Base Mining Charge").
(ii) The Base Mining Charge shall be adjusted yearly for Actual Stripping Ratio as
per the Clause no. 28.1.2 below. This adjustment shall be applicable from the
Accounting Year in which the Coal production will start.
(iii) The Base Mining Charge shall be revised every quarter (commencing from the
first quarter after the Bid Date) to reflect the variation in Price Index occurring
between the Reference Index Date of the quarter preceding the Bid Date and
the Reference Index Date for the quarter preceding the date of revision, and the
amount so determined shall be the Mining Charge for that quarter.
28.1.2 Adjustment of the Base Mining Charge in Stripping Ratio:
Adjusted Base Mining Charge for Stripping Ratio (MCn) = MC (0.2 + 0.8 x
(1/Sg+SRn)/ (1/Sg +SRo))
Where:
MCn = Adjusted Base Mining Charge for n-th Accounting Year.
MC = Mining Charge quoted (for Notional Stripping Ratio of 4.26
SRn = Actual Stripping Ratio for the n-th Accounting Year.
SRo = Notional Stripping Ratio i.e 4.26
Sg = Specific gravity of Coal = 1.6
The Actual Stripping Ratio (―Actual Stripping Ratio‖) of any Accounting Year
shall mean the in-situ volume of Overburden actually removed in cubic metres for
each Tonne of Coal produced during the year, as determined through measurement
at the end of that Accounting Year. As the value of the Actual Stripping Ratio for a
particular Accounting Year shall be known after the completion of that Accounting
Year, the monthly payment for Coal production for a period of the 1st
(first) 9 (nine)
months of any Accounting Year shall be made on the basis of such Stripping Ratio
as estimated at the beginning of that Accounting Year. The adjustment of payment
shall be started from the 10th
(tenth) month of the Accounting Year based on an
anticipated Stripping Ratio and the final adjustment of such payment shall be made
after determination of the Actual Stripping Ratio of that Accounting Year.

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28.2 Additional Capacity
28.2.1 The Mine Operator may, upon request from the Authority and in accordance with
Applicable Laws, Specifications and Standards and Maintenance Requirements,
construct, install and operate any excavation capacity which is in addition to and in
excess of the Contracted Capacity (the "Additional Capacity").
28.2.2 The additional Coal produced under the Additional Capacity installed hereunder
shall have the same Mining Charge otherwise payable for the Contracted Capacity.
28.3 Exploration Charge
28.3.1 Subject to and in accordance with the terms of this Agreement, the Authority shall
pay to the Mine Operator a fixed amount for undertaking detailed exploration at the
Mines (the ―Exploration Charge‖). On completion of the detailed exploration and
preparation of Geological Report, the Mine Operator shall submit 2 (two) copies
along with a soft copy the Geological Report to the Authority and upon written
approval of the Geological Report by the Authority, the Exploration Charge shall be
paid to the Mine Operator, which shall be Rs. 10,63,78,493 (Indian Rupees ten crore
sixty three lakh seventy eight thousand four hundred and ninety three only).
28.4 Taxes and duties
28.4.1 It shall be the obligation of the Mine Operator to comply with all necessary Tax
related statutory compliances, including but not limited to the payment of GST at
the rates prescribed under the Applicable Laws, in relation to the Agreement.
28.4.2 The Authority shall, upon receiving the GST invoice or debit note (as applicable
under Applicable Law in relation to GST) and other supporting documents in
relation to Exploration Charge and Mining Charge, which are the consideration
under this Agreement for the Mine Operator, pay the Exploration Charge and
Mining Charge to the Mine Operator along with the amount of GST indicated in tax
invoice. The Mine Operator shall issue a credit note within the time limit as
prescribed under Applicable Laws in relation to GST. The Authority shall, upon
receiving the credit note adjust the basic amount and taxes thereon while making
payment towards the subsequent GST invoice raised/ issued by the Mine Operator.
28.4.3 In case of any loss of input tax credit or any other benefit or incidence of interest or
penalty suffered by the Authority in relation to GST due to any non-compliance by
the Mine Operator of the Applicable Laws (including but not limited to the Mine
Operator‘s failure to upload details of supply on the GSTN portal, failure to issue
GST compliant document(s) within the prescribed time frame or furnishing
incorrect or incomplete documents with the relevant Government Instrumentality),
the Authority shall have the right to: (a) be compensated by the Mine Operator, or
(b) set-off such loss or penalty against any amounts subsequently payable to the
Mine Operator under the Agreement.
For the avoidance of doubt, any loss of input tax credit or any other benefit or
incidence of interest or penalty shall be recovered/adjusted by the Authority against
the next Monthly Invoice or against the Performance Security, as the case may be.

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In case the amount of such loss or penalty is greater than the value indicated in the
Monthly Invoice or the Performance Security, as the case may be, the Mine
Operator shall pay such differential amount to the Authority within 30 (thirty) days
from the date of demand raised by the Authority in this regard. In addition, any
delay in uploading the details of sale on the GSTN portal by the Mine Operator
resulting in deferment of input tax credit in accordance with the Applicable Law,
shall entitle the Authority to charge an interest at the rate equivalent to the
prevailing interest rate charged by the relevant Government Instrumentality for
input tax credit reversal under the Applicable Laws in relation to GST.
28.4.4 It is hereby clarified that the Mining Charge shall be exclusive of all royalties,
statutory levies, cesses, duties and contribution to District Mineral Fund (DMF) and
National Mineral Exploration Trust (NMET) and all other statutory charges
applicable from time to time.
28.4.5 Where any damages or compensation becomes payable by either the Authority or
the Mine Operator pursuant to any provision of this Agreement, appropriate GST
wherever applicable as per the Applicable Laws in relation to GST in force shall
also be payable by the concerned Party in addition to such damages or
compensation, upon issuance of GST invoice under the Applicable Laws in relation
to GST by the Party which is entitled to receive such payments.
28.4.6 The obligation of the Authority shall be limited to the compliance of tax deduction
at source with respect to income tax and GST on the Mining Charges or any other
charges paid to the Mine Operator on which it is applicable, in accordance with
Applicable Laws.
28.5 Stockpiling and Re-handling
28.5.1 In the event there is an insufficient supply of wagons at the Delivery Point or for any
other reason the Authority opts to not take Delivery of Coal and instructs the Mine
Operator in writing to stock the Coal otherwise available for Delivery, at the Coal
Depot (the ―Undelivered Coal‖), then subject to and in accordance with the terms
of this Agreement, the Authority shall pay to the Mine Operator the following
amounts:
(a) 70% (seventy per cent) of the Mining Charge per Tonne of Undelivered Coal;
and
(b) 30% (thirty per cent) of the Mining Charge per Tonne of Undelivered Coal, at
the time of Delivery of the Undelivered Coal (or part thereof) at the Delivery
Point.
It is hereby clarified that no re-handling charge is payable by the Authority to the
Mine Operator for re-handling of the Undelivered Coal and the cost of such re-
handling of the Undelivered Coal shall be deemed to be included in the Mining
Charge.

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ARTICLE 29
29 BILLING AND PAYMENT
29.1 Billing and Payment
29.1.1 The Mine Operator shall, by the 5th
(fifth) day of each month (or, if such day is not a
business day, the immediately following business day), submit in triplicate to the
Authority, an invoice in the agreed form (the "Monthly Invoice") signed by the
authorised signatory of the Mine Operator setting out the computation of the Mining
Charge payable by the Authority to the Mine Operator in respect of the immediately
preceding month in accordance with the provisions of this Agreement.
29.1.2 The Mine Operator shall, with each Monthly Invoice, submit (a) a certificate that the
amounts claimed in the invoice are correct and in accordance with the provisions of
the Agreement; (b) an estimate of the approximate weight of Coal stored at the Coal
Depot at the close of the relevant month; (c) Delivery of Coal to the Authority
during the relevant month; (d) official documents in support of the variation in Price
Index; (e) detailed calculations of the Mining Charge, and any other amounts
payable by the Authority in accordance with this Agreement; (f) details in respect of
Taxes payable or reimbursable in accordance with the provisions of this Agreement;
(g) details in respect of Aggregate Incentives and Aggregate Damages payable in
accordance with the provisions of Articles 25; (h) the net amount payable under the
Monthly Invoice; and (i) proof of having complied with the provisions of all
Applicable Laws required to be complied with regarding payment of wages and
salaries.
29.1.3 Except as set out in Clauses 29.1.1 and 29.1.2, in the event that any sums of money
are due from one Party to the other Party under this Agreement (including any
amounts payable as Damages), then the Party to whom such sums of money are
owed shall send to the other Party an invoice together with relevant supporting
documents showing the basis for the calculation of such sums (―Miscellaneous
Invoice‖).
29.1.4 Due Dates
(i) Each Monthly Invoice and/ or Miscellaneous Invoice delivered to the
Authority shall become due and payable by the Authority within 30 (thirty)
days after the receipt of such Monthly Invoice and/ or Miscellaneous
Invoice, as the case may be. For any Monthly Invoice and/ or Miscellaneous
Invoice, 80 (eighty) % of the amount will be payable by the Authority within
10 (ten) days after receipt of such invoice complete in all respects.
(ii) Subject to Clause 29.2, each Party shall pay on or before the relevant due
date, the amount that become due and payable by such Party to the other
Party pursuant to a Monthly Invoice or a Miscellaneous Invoice. Such
payments shall, unless otherwise stated, be made in Rupees and shall be
made by wire transfer, to the bank account designated by the Mine Operator
or the Authority, as applicable.

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(iii) In the event the full amount under a Monthly Invoice or a Miscellaneous
Invoice payable by either Party is not paid when due, any unpaid amount
thereof shall bear interest from the due date until paid, at the MCLR of State
Bank of India. Interest shall be paid on the date when payment of the amount
due is made.
29.1.5 The Authority shall be entitled to deduct or set off against any amounts payable by
the Mine Operator under this Agreement, any amounts payable by the Authority to
the Mine Operator under this Agreement.
29.1.6 Billing and Payment when Mine Operator is Pure Agent
(a) Mine Operator as the Pure Agent: For purpose of undertaking the Rehabilitation
and Resettlement of the PAPs (excluding acquisition of land) for and on behalf
of the Authority in accordance with the Applicable Laws, approved R&R Plan
and the terms of this Agreement, procuring issuance of the environmental
clearance and forest clearances (including that required for exploration) from the
Ministry of Environment, Forests and Climate Change, Government of India for
and on behalf of the Authority, the Mine Operator shall be appointed as the Pure
Agent and in this regard, the Parties shall enter into a pure agency agreement in
the format as set forth in Schedule-S.
(b) Submission of details/documents: In relation to the costs, expenses, fees and
other payments/expenditures incurred by the Mine Operator towards discharge
of its obligations as the Pure Agent (as stipulated in sub-clause (a) above), the
Mine Operator shall be reimbursed by the Authority in accordance with the
Applicable Laws and subject to the following provisions:
(i) The Mine Operator shall submit with the Engineer in charge: (A) tax
invoice(s) (in its capacity as the Pure Agent) indicating the amounts
claimed for reimbursement, in accordance with the Applicable Laws in
relation to GST; (B) complete details of all direct and documented R&R
Costs, and/or statutory cost and fees incurred by the Mine Operator; (C)
underlying invoices in the name of the Authority evidencing such
incurrence; and (D) any other documentation in support of such costs and
expenditure, as may be required by the Authority and/or the Engineer in
charge;
(ii) The Mine Operator shall submit the documents mentioned at (i) above for
certification/ acceptance for payment by the Engineer in charge: (A) in
relation to the R&R Costs, on a monthly / quarterly basis; (B) in relation
to statutory cost and fees, after completion of services.
(c) Payments: The Mine Operator shall be paid towards reimbursement within 30
(thirty) days from the date of: (i) receipt of all details and documents, as
specified under this Clause 29.1.6, by the Engineer in charge‘s office; or (ii)
receipt of approval for payment from the competent authority, whichever is
later.
29.2 Disputed Amounts

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29.2.1 In the event a Party disagrees with an invoice, such Party shall promptly and in no
event later than 10 (ten) days of receipt of such invoice notify the other Party of the
disagreement and reasons thereof. Within 7 (seven) days of receipt of such notice,
the other Party shall present any information or evidence as may reasonably be
required for determining that the disputed amounts under an invoice are payable.
The disputing Party may, if necessary, meet a representative of the other Party for
resolving the dispute and in the event that the dispute is not resolved amicably, the
Dispute Resolution Procedure shall apply. Promptly and no later than 30 (thirty)
days after resolution of any dispute as to an invoice, the amount of any overpayment
or underpayment shall be paid by the Mine Operator or Authority (as the case may
be) to the other Party, together with interest thereon at the MCLR of State Bank of
India from the date payment was due to the date of payment. For the avoidance of
doubt, the Authority shall be entitled to raise a Dispute regarding any amounts under
an invoice, whether due or already paid under this Agreement, at any time.
29.3 Provisional payment against Price Index
In the event authenticated information is not available for and in respect of the Price
Index as on the relevant date, the Authority shall make provisional payments on the
basis of the Price Index of the last date for which such information is available and
the balance shall be paid or recovered, as the case may be, within 30 (thirty) days of
the publication of the Price Index for such relevant date.

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ARTICLE 30
30 DETERMINATION OF GRADE
30.1 Determination of Grade at Coal Seams
30.1.1 The Coal grade will be declared as per the provisions of Colliery Control Rules,
2004 (as amended from time to time). The Mine Operator shall be entitled to
participate in sampling and testing of samples collected from Coal Seams for the
purpose of declaration of grade. At the start of each Accounting Year, the grade of
Coal will be declared in accordance with this Clause 30.1.1 (the ―Declared
Grade‖). All costs incidental to declaration of the Coal grade shall be borne by the
Authority.
30.1.2 In case there is a Grade Slippage during an Accounting Year, the Mine Operator
may request the revision of the Declared Grade in accordance with the provisions of
Colliery Control Rules, 2004 (as amended from time to time) and notifications made
thereunder.

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ARTICLE 31
31 REVENUE SHORTFALL LOAN
Revenue shortfall loan for the Mine Operator has not been considered for this Project

102
ARTICLE 32
32 INSURANCE
32.1 Insurance during Contract Period
The Mine Operator shall effect and maintain at its own cost, during the Contract
Period, such insurances for such maximum sums as may be required under the
Financing Agreements and Applicable Laws, and such insurances as may be
necessary or prudent in accordance with Standard Industry Practice. The Mine
Operator shall also effect and maintain such insurances as may be necessary for
mitigating the risks that may devolve on the Authority as a consequence of any act or
omission of the Mine Operator during the Contract Period. The Mine Operator shall
procure that in each insurance policy, the Authority shall be a co-insured.
32.2 Insurance Cover
Without prejudice to the provisions contained in Clause 32.1, the Mine Operator
shall procure and maintain Insurance Cover including, but not limited, to the
following:
(a) Loss, damage or destruction of the Project Assets, including assets handed over
by the Authority to the Mine Operator, at replacement value;
(b) comprehensive third party liability insurance including injury to or death of
personnel of the Authority or others caused by the Project;
(c) the Mine Operator's general liability arising out of the Agreement;
(d) liability to third parties for goods or property damage;
(e) workmen's compensation insurance;
(f) compensation / ex-gratia for loss of life (fatal coal Mines accident) shall be as
per the directives of Coal India Limited. In this regard, it is hereby clarified
that the Mine Operator shall have to adhere to any directive issued by Coal
India Limited or any other Government Instrumentality from time to time. The
present amount of such compensation / ex-gratia for loss of life is Rs. 15
(fifteen) lakh. However, due to revision of directive, if the Mine Operator is
required to pay more than the stipulated amount, the excess amount shall be
reimbursed by the Authority; and
(g) any other insurance that may be necessary to protect the Mine Operator and its
employees, including all Force Majeure Events that are insurable at
commercially reasonable premiums and not otherwise covered in items (a) to
(e) above.
32.3 Notice to the Authority
No later than 45 (forty-five) days prior to commencement of the Construction Period
or the Operation Period, as the case may be, the Mine Operator shall by notice
furnish to the Authority, in reasonable detail, information in respect of the insurances
that it proposes to effect and maintain in accordance with this Article 32. Within 30
(thirty) days of receipt of such notice, the Authority may require the Mine Operator
to effect and maintain such other insurances as may be necessary pursuant hereto,

103
and in the event of any difference or disagreement relating to any such insurance, the
Dispute Resolution Procedure shall apply.
32.4 Evidence of Insurance Cover
All insurances obtained by the Mine Operator in accordance with this Article 32 shall
be maintained with insurers on terms consistent with Standard Industry Practice.
Within 15 (fifteen) days of obtaining any insurance cover, the Mine Operator shall
furnish to the Authority, notarised true copies of the certificate(s) of insurance,
copies of insurance policies and premium payment receipts in respect of such
insurance, and no such insurance shall be cancelled, modified, or allowed to expire
or lapse until the expiration of at least 45 (forty five) days after notice of such
proposed cancellation, modification or non -renewal has been delivered by the Mine
Operator to the Authority.
32.5 Remedy for failure to insure
If the Mine Operator shall fail to effect and keep in force all insurances for which it
is responsible pursuant hereto, the Authority shall have the option to either keep in
force any such insurances, and pay such premium and recover the costs thereof from
the Mine Operator.
32.6 Waiver of subrogation
All insurance policies in respect of the insurance obtained by the Mine Operator
pursuant to this Article 32 shall include a waiver of any and all rights of subrogation
or recovery of the insurers thereunder against, inter alia, the Authority, and its
assigns, successors, undertakings and their subsidiaries, affiliates, employees,
insurers and underwriters, and of any right of the insurers to any set-off or
counterclaim or any other deduction, whether by attachment or otherwise, in respect
of any liability of any such person insured under any such policy or in any way
connected with any loss, liability or obligation covered by such policies of insurance.
32.7 Mine Operator's waiver
The Mine Operator hereby further releases, assigns and waives any and all rights of
subrogation or recovery against, inter alia, the Authority and its assigns,
undertakings and their subsidiaries, affiliates, employees, successors, insurers and
underwriters, which the Mine Operator may otherwise have or acquire in or from or
in any way connected with any loss, liability or obligation covered by policies of
insurance maintained or required to be maintained by the Mine Operator pursuant to
this Agreement (other than third party liability insurance policies) or because of
deductible clauses in or inadequacy of limits of any such policies of insurance.
32.8 Application of insurance proceeds
The proceeds from all insurance claims, except life and injury, shall be applied by
the Mine Operator firstly, for any necessary repair, reconstruction, reinstatement,
replacement, improvement or development of the Mines, and the balance remaining,

104
if any, shall be applied in accordance with the provisions contained in this behalf in
the Financing Agreements.

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ARTICLE 33
33 ACCOUNTS AND AUDIT
33.1 Audited accounts
33.1.1 The Mine Operator shall maintain books of accounts recording all its receipts
(including revenues from Mining Charge and all incomes derived/collected by it
from or on account of the Mines and Coal), income, expenditure, payments, assets
and liabilities, in accordance with this Agreement, Standard Industry Practice,
Applicable Laws and Applicable Permits. The Mine Operator shall provide the
copies of its audited balance sheet and profit and loss account, as and when required
by the Authority.
33.1.2 On or before the 31st
(thirty-first) day of May each Accounting Year, the Mine
Operator shall provide to the Authority, for the preceding Accounting Year, a
statement duly audited by its Auditors giving summarised information on (a)
receipts on account of Mining Charge; (b) all other revenues from, or account of the
Mines; c) list and values (including value addition / depreciation during the year) of
the assets (including Capital Works, Project Assets, Moving Equipment etc.); and
(d) such other information as the Authority may reasonably require.
33.2 Appointment of Auditors
33.2.1 The Mine Operator shall appoint, and have during the subsistence of this Agreement
as its Auditors, a firm chosen by it from the list of firms of chartered accountants /
cost accountants (the "Panel of Chartered Accountants and Cost and
Management Accountants"), set forth in Schedule-P. All fees and expenses of the
Auditors shall be borne by the Mine Operator. The Authority shall have right to
change the Schedule-P from time to time or as and when required.
33.2.2 The Mine Operator may terminate the appointment of its Auditors after a notice of
45 (forty-five) days to the Authority, subject to the replacement of Auditors being
appointed from the Panel of Chartered Accountants and Cost and Management
Accountants.
33.2.3 Notwithstanding anything to the contrary contained in this Agreement, the Authority
shall have the right, but not the obligation, to appoint at its cost from time to time
and at any time, another firm (the "Additional Auditors") from the Panel of
Chartered Accountants and Cost and Management Accountants to audit and verify
all those matters, expenses, costs, realisations and things which the Auditors are
required to do, undertake or certify pursuant to this Agreement.
33.3 Certification of claims by Auditors
Any claim or document provided by the Mine Operator to the Authority in
connection with or relating to receipts, income, payments, costs, expenses,
accounts or audit, and any matter incidental thereto, shall be valid and effective
only if audited/vetted by its Auditors. For the avoidance of doubt, such

106
certification shall not be required for exchange of information in the normal course
of business.
33.4 Set-off
In the event any amount is due and payable by the Authority to the Mine Operator,
it may set-off any sums payable to it by the Mine Operator and pay the balance
remaining. Any exercise by the Authority of its rights under this Clause 33.4 shall
be without prejudice to any other rights or remedies available to it under this
Agreement or otherwise.
33.5 Dispute resolution
In the event of there being any difference between the findings of the Additional
Auditors and the certification provided by the Auditors, such Auditors shall meet
to resolve the differences and if they are unable to resolve the same, such Dispute
shall be resolved by the Authority by recourse to the Dispute Resolution
Procedure.

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PART V
FORCE MAJEURE AND TERMINATION

108
ARTICLE 34
34 FORCE MAJEURE
34.1 Force Majeure
As used in this Agreement, the expression "Force Majeure" or "Force Majeure
Event" shall, save and except as expressly provided otherwise, mean occurrence in
India of any or all of Non-Political Event, Indirect Political Event and Political
Event, as defined in Clauses 34.2, 34.3 and 34.4 respectively, if it affects the
performance by the Party claiming the benefit of Force Majeure (the "Affected
Party") of its obligations under this Agreement and which act or event (a) is beyond
the reasonable control of the Affected Party, and (b) the Affected Party could not
have prevented or overcome by exercise of due diligence and following Standard
Industry Practice, and (c) has Material Adverse Effect on the Affected Party.
34.2 Non-Political Event
A Non-Political Event shall mean one or more of the following acts or events:
(a) act of God, epidemics, pandemics, outbreak of diseases (including the
COVID-19 virus), quarantines, national or regional emergencies, government
acts or orders (which a Party is not responsible for), extremely adverse
weather conditions, natural disaster, floods, war, lightning, earthquake,
landslide, cyclone, volcanic eruption, chemical or radioactive contamination
or ionising radiation, fire or explosion (to the extent of contamination or
radiation or fire or explosion originating from a source external to the Site);
(b) strikes or boycotts or stoppage of work or ‗bandh‘ (other than those
involving the Mine Operator, Contractors or their respective employees/
representatives, or attributable to any act or omission of any of them)
interrupting supplies and services to the Mines for a continuous period of 24
(twenty four) hours and an aggregate period exceeding 7 (seven) days in an
Accounting Year, and not being an Indirect Political Event set forth in Clause
34.3;
(c) any failure or delay of a Contractor but only to the extent caused by another
Non-Political Event and which does not result in any offsetting compensation
being payable to the Mine Operator by or on behalf of such Contractor;
(d) any delay or failure of an overseas Contractor to deliver equipment in India if
such delay or failure is caused outside India by any event specified in sub-
clause (a) above and which does not result in any offsetting compensation
(e) any judgment or order of any court of competent jurisdiction or statutory
authority made against the Mine Operator in any proceeding for reasons
other than (i) on account of breach of any Applicable Law or Applicable
Permit or any contract, or (ii) enforcement of this Agreement, or (iii) exercise
of any of its rights under this Agreement by the Authority;

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(f) the discovery of geological conditions, toxic contamination or archaeological
remains on the Site that could not reasonably have been expected to be
discovered through inspection of the Site; or
(g) any event or circumstances of a nature analogous to any of the foregoing.
34.3 Indirect Political Event
An Indirect Political Event shall mean one or more of the following acts or events:
(a) an act of war (whether declared or undeclared), invasion, armed conflict or
act of foreign enemy, blockade, embargo, riot, insurrection, terrorist or
military action, civil commotion or politically motivated sabotage;
(b) industry-wide or State-wide strikes or industrial action for a continuous
period of 24 (twenty four) hours and exceeding an aggregate period of 7
(seven) days in an Accounting Year;
(c) any civil commotion, boycott or political agitation which prevents excavation
or Delivery of Coal by the Mine Operator for an aggregate period exceeding
7 (seven) days in an Accounting Year;
(d) failure of the Authority to permit the Mine Operator to continue with the
development of Mines, with or without modifications, in the event of
stoppage of such works after discovery of any geological or archaeological
finds;
(e) any failure or delay of a Contractor to the extent caused by any Indirect
Political Event and which does not result in any offsetting compensation
(f) any Indirect Political Event that causes a Non-Political Event; or
(g) any event or circumstances of a nature analogous to any of the foregoing.
34.4 Political Event
A Political Event shall mean one or more of the following acts or events by or on
account of any Government Instrumentality:
(a) Change in Law, only if consequences thereof cannot be dealt with under and
in accordance with the provisions of Article 41 and its effect, in financial
terms, exceeds the sum specified in Clause 41.1;
(b) compulsory acquisition in national interest or expropriation of any Project
Assets or rights of the Mine Operator or of the Contractors;
(c) unlawful or unauthorised or without jurisdiction, revocation of, or refusal to
renew or grant without valid cause, any clearance, licence, permit,
authorisation, no objection certificate, consent, approval or exemption
required by the Mine Operator or any of the Contractors to perform their
respective obligations under this Agreement and the Project Agreements;

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provided that such delay, modification, denial, refusal or revocation did not
result from the Mine Operator's or any Contractor's inability or failure to
comply with any condition relating to grant, maintenance or renewal of such
clearance, licence, authorisation, no objection certificate, exemption, consent,
approval or permit;
(d) any failure or delay of a Contractor but only to the extent caused by another
Political Event and which does not result in any offsetting compensation
being payable to the Mine Operator by or on behalf of such Contractor; or
(e) any event or circumstance of a nature analogous to any of the foregoing.
34.5 Duty to report Force Majeure Event
34.5.1 Upon occurrence of a Force Majeure Event, the Affected Party shall by notice report
such occurrence to the other Party forthwith. Any notice pursuant hereto shall
include full particulars of:
(a) the nature and extent of each Force Majeure Event which is the subject of
any claim for relief under this Article 34 with evidence in support thereof,
(b) the estimated duration and the effect or probable effect which such Force
Majeure Event is having or will have on the Affected Party's performance of
its obligations under this Agreement;
(c) the measures which the Affected Party is taking or proposes to take for
alleviating the impact of such Force Majeure Event; and
(d) any other information relevant to the Affected Party's claim.
34.5.2 The Affected Party shall not be entitled to any relief for or in respect of a Force
Majeure Event unless it shall have notified the other Party of the occurrence of the
Force Majeure Event as soon as reasonably practicable, and in any event no later
than 7 (seven) days after the Affected Party knew, or ought reasonably to have
known, of its occurrence, and shall have given particulars of the probable material
effect that the Force Majeure Event is likely to have on the performance of its
34.5.3 For so long as the Affected Party continues to claim to be materially affected by
such Force Majeure Event, it shall provide the other Party with regular (and not less
than weekly) reports containing information as required by Clause 34.5.1, and such
other information as the other Party may reasonably request the Affected Party to
provide.
34.6 Effect of Force Majeure Event
34.6.1 Upon the occurrence of any Force Majeure Event prior to the Appointed Date, the
period set forth in Clause 4.1 for fulfillment of Conditions Precedent shall be
extended by a period equal in length to the duration of the Force Majeure Event.
34.6.2 At any time after the Appointed Date, if any Force Majeure Event occurs:

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(a) before COD, the Contract Period and the dates set forth in the Project
Completion Schedule shall be extended by a period equal in length to the
duration for which such Force Majeure Event subsists; or
(b) after COD, whereupon the Mine Operator is unable to Deliver Coal to the
Authority despite making best efforts or it is directed by the Authority to
suspend production during the subsistence of such Force Majeure Event, the
Contract Period shall be extended by a period equal in length to the period
during which the Mine Operator was prevented from production of Coal on
account thereof.
34.7 Allocation of costs arising out of Force Majeure
34.7.1 Upon occurrence of any Force Majeure Event, the Parties shall bear their respective
costs and no Party shall be required to pay to the other Party any costs thereof.
34.7.2 Save and except as expressly provided in this Article 34, neither Party shall be liable
in any manner whatsoever to the other Party in respect of any loss, damage, cost,
expense, claims, demands and proceedings relating to or arising out of occurrence or
existence of any Force Majeure Event or exercise of any right pursuant hereto.
34.8 Termination Notice for Force Majeure Event
If a Force Majeure Event subsists for a period of 180 (one hundred and eighty) days
or more within a continuous period of 365 (three hundred and sixty five) days, either
Party may terminate this Agreement by issuing a Termination Notice to the other
Party without being liable in any manner whatsoever, save as provided in this Article
34, and upon issue of such Termination Notice, this Agreement shall,
notwithstanding anything to the contrary contained herein, stand terminated
forthwith; provided that before issuing such Termination Notice, the Party intending
to issue the Termination Notice shall inform the other Party of such intention and
grant 15 (fifteen) days‘ time to make a representation, and may after the expiry of
such 15 (fifteen) days period, whether or not it is in receipt of such representation, in
its sole discretion issue the Termination Notice.
In the event that the Parties are unable to agree in good faith about the occurrence or
existence of a Force Majeure Event (or an Unforeseen Event), such Dispute shall be
finally settled in accordance with the Dispute Resolution Procedure; provided that
the burden of proof as to the occurrence or existence of such Force Majeure Event
shall be upon the Party claiming relief and/or excuse on account of such Force
Majeure Event.
34.10 Excuse from performance of obligations
If the Affected Party is rendered wholly or partially unable to perform its obligations
under this Agreement because of a Force Majeure Event, it shall be excused from
performance of such of its obligations to the extent it is unable to perform on account
of such Force Majeure Event; provided that:

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(a) the suspension of performance shall be of no greater scope and of no longer
duration than is reasonably required by the Force Majeure Event;
(b) the Affected Party shall make all reasonable efforts to mitigate or limit damage
to the other Party arising out of or as a result of the existence or occurrence of
such Force Majeure Event and to cure the same with due diligence; and
(c) when the Affected Party is able to resume performance of its obligations under
this Agreement, it shall give to the other Party notice to that effect and shall
promptly resume performance of its obligations hereunder.
34.11 Relief for Unforeseen Events
Upon occurrence of an unforeseen event, situation or similar circumstances not
contemplated or referred to in this Agreement, and which could not have been
foreseen by a prudent and diligent person (the "Unforeseen Event"), any Party may
by notice inform the other Party of the occurrence of such Unforeseen Event with the
particulars thereof and its effects on the Project. Within 15 (fifteen) days of such
notice, the Parties shall meet and make efforts in good faith to determine if such
Unforeseen Event has occurred, and upon reaching agreement on occurrence thereof,
the Parties shall in good faith determine the manner in which such Unforeseen Event
shall be dealt with.

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ARTICLE 35
35 COMPENSATION FOR BREACH OF AGREEMENT
35.1 Compensation for default by the Mine Operator
Subject to the provisions of Clause 35.5 and Clause 46.17, in the event of the Mine
Operator being in material breach or default of this Agreement, it shall pay to the
Authority by way of compensation, all direct costs suffered or incurred by the
Authority as a consequence of such material breach or default, within 30 (thirty) days
of receipt of the demand supported by necessary particulars thereof; provided that no
compensation shall be payable under this Clause 35.1 for any material breach or
default in respect of which Damages have been expressly specified and payable under
this Agreement or for any consequential losses incurred by the Authority.
35.2 Compensation for default by the Authority
Subject to the provisions of Clause 35.5 and 46.17, in the event of the Authority being
in material breach or default of this Agreement at any time after the Appointed Date,
it shall pay to the Mine Operator by way of compensation, all direct costs suffered or
incurred by the Mine Operator as a consequence of such material breach or default
within 30 (thirty) days of receipt of the demand supported by necessary particulars
thereof; provided that no such compensation shall be payable for any material breach
or default in respect of which Damages have been expressly specified in this
Agreement or for any consequential losses incurred by the Authority.
35.3 Extension of Contract Period
Subject to the provisions of Clause 35.5 and 46.17, in the event that a material breach
or default of this Agreement set forth in Clause 35.2 causes delay in achieving COD
or leads to reduction in the realisation of Mining Charge, as the case may be, the
Authority shall, in addition to payment of compensation under Clause 35.2, extend the
Contract Period, such extension being equal in duration to the period by which COD
was delayed or the payment of Mining Charge was reduced on account thereof, as the
case may be; and in the event of reduction in Mining Charge where the daily
collection is less than 80% (eighty per cent) of the Average Daily Mining Charge, the
Authority shall, in addition to payment of compensation hereunder, extend the
Contract Period in proportion to the loss of Mining Charge on a daily basis. For the
avoidance of doubt, loss of 25% (twenty five per cent) in the realisation of Mining
Charge, as compared to the Average Daily Mining Charge, for four days shall entitle
the Mine Operator to extension of one day in the Contract Period.
35.4 Compensation to be in addition
Compensation payable under this Article 35 shall be in addition to, and not in
substitution for, or derogation of, Termination Payment, if any.

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35.5 Mitigation of costs and damage
The non-defaulting Party shall make all reasonable efforts to mitigate or limit the
costs and damage arising out of, or as a result of, breach of this Agreement by the
other Party.

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ARTICLE 36
36 SUSPENSION OF MINE OPERATOR
'
S RIGHTS
36.1 Suspension upon Mine Operator Default
Upon occurrence of a Mine Operator Default, the Authority shall be entitled, subject
to Applicable Laws and without prejudice to its other rights and remedies under this
Agreement including its rights of Termination hereunder, to (a) suspend all rights of
the Mine Operator under this Agreement including the Mine Operator's right to
receive Mining Charge and other amounts under this Agreement, and (b) exercise
such rights itself and perform the obligations hereunder or authorise any other person
to exercise or perform the same on its behalf during such suspension (the
"Suspension"). Suspension hereunder shall be effective forthwith upon issue of
notice by the Authority to the Mine Operator and may extend up to a period not
exceeding 180 (one hundred and eighty) days from the date of issue of such notice;
provided that upon written request from the Mine Operator, the Authority shall
extend the aforesaid period of 180 (one hundred and eighty) days by a further period
not exceeding 90 (ninety) days.
36.2 Authority to act on behalf of Mine Operator
36.2.1 During the period of Suspension hereunder, all rights and liabilities vested in the
Mine Operator in accordance with the provisions of this Agreement shall continue to
vest therein and all things done or actions taken, including expenditure incurred by
the Authority for discharging the obligations of the Mine Operator under and in
accordance with this Agreement and the Project Agreements, shall be deemed to
have been done or taken for and on behalf of the Mine Operator and the Mine
Operator undertakes to indemnify the Authority for all costs incurred during such
period. The Mine Operator hereby licences and sub-licences respectively, the
Authority or any other person authorised by it under Clause 36.1 to use during
Suspension, all Intellectual Property belonging to or licenced to the Mine Operator
with respect to the Mines and its design, engineering, construction, operation and
maintenance and which is used or created by the Mine Operator in performing its
obligations under the Agreement.
36.3 Revocation of Suspension
36.3.1 In the event that the Authority shall have rectified or removed the cause of
Suspension within a period not exceeding 90 (ninety) days from the date of
Suspension, it shall revoke the Suspension forthwith and restore all rights of the
Mine Operator under this Agreement. For the avoidance of doubt, the Parties
expressly agree that the Authority may revoke the Suspension at any time, whether
or not the cause of Suspension has been rectified or removed hereunder.
36.3.2 Upon the Mine Operator having cured the Mine Operator Default within a period
not exceeding 90 (ninety) days from the date of Suspension, the Authority shall
revoke the Suspension forthwith and restore all rights of the Mine Operator under
this Agreement.

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36.4 Substitution of Mine Operator
At any time during the period of Suspension, the Lenders' Representative, on behalf
of Senior Lenders, shall be entitled to substitute the Mine Operator under and in
accordance with the Substitution Agreement, if any, and upon receipt of notice
thereunder from the Lenders' Representative, the Authority shall withhold
Termination for a period not exceeding 180 (one hundred and eighty) days from the
date of Suspension, and any extension thereof under Clause 36.1, for enabling the
Lenders' Representative to exercise its rights of substitution on behalf of Senior
Lenders.
36.5 Termination
36.5.1 At any time during the period of Suspension under this Article 36, the Mine
Operator may by notice require the Authority to revoke the Suspension and issue a
Termination Notice. Subject to the rights of the Lenders
'
Representative to undertake
substitution in accordance with the provisions of this Agreement and within the
period specified in Clause 36.4, the Authority shall, within 15 (fifteen) days of
receipt of such notice, terminate this Agreement under and in accordance with
Article 37. It is clarified that all the provisions of this Agreement shall apply,
mutatis mutandis, to a termination pursuant to this Clause 36.5.1 as if a Termination
Notice had been issued by the Authority upon occurrence of a Mine Operator
Default
36.5.2 Notwithstanding anything to the contrary contained in this Agreement, in the event
that Suspension is not revoked within 180 (one hundred and eighty) days from the
date of Suspension hereunder or within the extended period, if any, set forth in
Clause 36.1, then unless otherwise agreed by the Parties, this Agreement shall, upon
expiry of the aforesaid period, be deemed to have been terminated by mutual
agreement of the Parties and all the provisions of this Agreement shall apply,
mutatis mutandis, to such Termination as if a Termination Notice had been issued
by the Authority upon occurrence of a Mine Operator Default.

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ARTICLE 37
37 TERMINATION
37.1 Termination for Mine Operator Default
37.1.1 Subject to Applicable Laws and save as otherwise provided in this Agreement, in the
event that any of the defaults specified below shall have occurred, and the Mine
Operator fails to cure the default within the Cure Period set forth below, or where no
Cure Period is specified, then within a Cure Period of 60 (sixty) days, the Mine
Operator shall be deemed to be in default of this Agreement (the "Mine Operator
Default"), unless the default has occurred solely as a result of any breach of this
Agreement by the Authority or due to Force Majeure. The defaults referred to herein
shall include:
(a) the Performance Security has been encashed and appropriated in accordance
with Clause 9.2 and the Mine Operator fails to replenish or provide fresh
Performance Security within a Cure Period of 15 (fifteen) days;
(b) the Mine Operator does not achieve the latest outstanding Project Milestone
due in accordance with the provisions of Schedule-G and continues to be in
default for 180 (one hundred and eighty) days;
(c) the Mine Operator abandons or manifests intention to abandon the
development or operation of the Mines without the prior written consent of
the Authority;
(d) COD or Completion do not occur within the periods specified in Clause
12.4.1;
(e) the Mine Operator is in breach of the Maintenance Requirements or the
Safety Requirements, as the case may be;
(f) the Mine Operator has failed to make any payment to the Authority within
the period specified in this Agreement;
(g) if applicable, upon occurrence of a Financial Default, the Lenders'
Representative has by notice required the Authority to undertake Suspension
or Termination, as the case may be, in accordance with the Substitution
Agreement and the Mine Operator fails to cure the default within the Cure
Period specified hereinabove;
(h) a breach of any Project Agreement by the Mine Operator has caused a
Material Adverse Effect;
(i) the Mine Operator supplies Coal, excavated from the Mines, to any person
other than in accordance with this Agreement;
(j) the Mine Operator commits a material breach of the approved Mining Plan;

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(k) the Mine Operator creates any Encumbrance except as expressly permitted
under this Agreement;
(l) the Mine Operator repudiates this Agreement or otherwise takes any action
or evidences or conveys an intention not to be bound by the Agreement;
(m) a Change in Ownership has occurred in breach of the provisions of Clause
5.3;
(n) the Mine Operator fails to achieve a monthly Actual Production of 75%
(seventy five per cent) of the Monthly Capacity for a cumulative period of 6
(six) months within any continuous period of 18 (eighteen) months, save and
except to the extent such failure is caused solely by (i) Force Majeure, or (ii)
a default of the Authority, not occurring due to any act or omission of the
Mine Operator;
(o) there is a transfer, pursuant to Applicable Laws either of (i) the rights and/ or
obligations of the Mine Operator under any of the Project Agreements, or of
(ii) all or part of the assets or undertaking of the Mine Operator, and such
transfer causes a Material Adverse Effect;
(p) an execution levied on any of the assets of the Mine Operator has caused a
Material Adverse Effect;
(q) Insolvency:
(i) The Mine Operator is, or is presumed or deemed to be unable or
admits inability to pay its debts (or any class of them) as they fall due,
suspends making payments on any of its debts or, by reason of actual
or anticipated financial difficulties, commences negotiations with one
or more of its creditors (or any class of them) with a view to
rescheduling any of its indebtedness.
(ii) The Mine Operator commences a voluntary proceeding under any
applicable bankruptcy, insolvency, reorganisation, winding up or
other similar law now or hereafter in effect, or consents to the entry
of an order for relief in an involuntary proceeding under any such
law, or consent to the appointment or taking possession by a receiver,
liquidator, assignee (or similar official) for any or a substantial part of
its property.
(iii) An application in relation to the insolvency resolution process of the
Mine Operator has been initiated under the IBC or if the Mine
Operator is likely to be declared as a relief undertaking or any
proceedings have been filed in relation to the same before any
Government Instrumentality or any court or tribunal or a petition
being presented or analogous proceeding being taken including for
the liquidation, insolvency, winding up or dissolution of the Mine
Operator.
(iv) Any analogous procedure or step is taken in any jurisdiction by or
against the Mine Operator.

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(v) No default shall occur under this Clause 37.1.1(q) if a petition for the
winding up, liquidation or insolvency is filed by any person (other
than the Mine Operator) and such petition is unconditionally
withdrawn or discharged within 30 (thirty) days of filing;
(r) Any corporate action, legal proceeding or other procedure or step is taken in
relation to:
(i) execution of an inter-creditor agreement or commencement and
preparation of any resolution plan in connection with the Mine
Operator under the Applicable Laws or any other rules, regulations or
guidelines by any Government Instrumentality in relation to
resolution of stressed assets.
(ii) the suspension of payments, a moratorium of any indebtedness,
dissolution, liquidation, administration, provisional supervision or
reorganisation (by way of voluntary arrangement, scheme of
arrangement or otherwise) of the Mine Operator;
(s) the Mine Operator has been, or is in the process of being dissolved, wound-
up, amalgamated or reconstituted in a manner that would cause, in the
reasonable opinion of the Authority, a Material Adverse Effect;
(t) a resolution for winding up of the Mine Operator is passed;
(u) any petition for winding up of the Mine Operator is admitted by a court of
competent jurisdiction and a provisional liquidator or receiver is appointed
and such order has not been set aside within 90 (ninety) days of the date
thereof or the Mine Operator is ordered to be wound up by Court except for
the purpose of amalgamation or reconstruction; provided that, as part of such
amalgamation or reconstruction, the entire property, assets and undertaking
of the Mine Operator are transferred to the amalgamated or reconstructed
entity and that the amalgamated or reconstructed entity has unconditionally
assumed the obligations of the Mine Operator under this Agreement and the
Project Agreements; and provided that:
(i) the amalgamated or reconstructed entity has the capability and
operating experience necessary for the performance of its obligations
under this Agreement and the Project Agreements;
(ii) the amalgamated or reconstructed entity has the financial standing to
perform its obligations under this Agreement and the Project
Agreements and has a credit worthiness at least as good as that of the
Mine Operator as at the Appointed Date; and
(iii) each of the Project Agreements remains in full force and effect.
(v) any representation or warranty of the Mine Operator herein contained which
is, as of the date hereof, found to be materially false, incorrect or misleading
or the Mine Operator is at any time hereafter found to be in breach thereof;
(w) the Mine Operator submits to the Authority any statement, notice or other
document, in written or electronic form, which has a material effect on the

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Authority's rights, obligations or interests and which is false in material
particulars;
(x) the Mine Operator has failed to fulfill any obligation, for which failure
Termination has been specified in this Agreement;
(y) the Mine Operator issues a Termination Notice in violation of the provisions
of this Agreement;
(z) the Mine Operator commits a default in complying with any other provision
of this Agreement if such default causes or may cause a Material Adverse
Effect; or
(aa) any other event or occurrence, as may be identified by the Authority as
‗Mine Operator Default‘, under this Agreement has occurred.
37.1.2 Without prejudice to any other rights or remedies which the Authority may have
under this Agreement, upon occurrence of a Mine Operator Default, the Authority
shall be entitled to terminate this Agreement by issuing a Termination Notice to the
Mine Operator; provided that before issuing the Termination Notice, the Authority
shall by a notice inform the Mine Operator of its intention to issue such Termination
Notice and grant 15 (fifteen) days to the Mine Operator to make a representation,
and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt of
such representation, issue the Termination Notice, subject to the provisions of
Clause 37.1.3.
37.1.3 The Authority shall, if there be Senior Lenders, send a copy of its notice of intention
to issue a Termination Notice referred to in Clause 37.1.2 to inform the Lenders'
Representative and grant 15 (fifteen) days to the Lenders' Representative, for
making a representation on behalf of the Senior Lenders stating the intention to
substitute the Mine Operator in accordance with the Substitution Agreement. In the
event the Authority receives such representation on behalf of Senior Lenders, it shall
either withhold Termination for a period not exceeding 180 (one hundred and
eighty) days from the date of such representation or exercise its right of Suspension,
as the case may be, for enabling the Lenders' Representative to exercise the Senior
Lenders' right of substitution in accordance with the Substitution Agreement:
Provided that the Lenders' Representative may, instead of exercising the Senior
Lenders' right of substitution, procure that the default specified in the notice is
cured within the aforesaid period of 180 (one hundred and eighty) days, and upon
such curing thereof, the Authority shall withdraw its notice referred to above and
restore all the rights of the Mine Operator:
Provided further that upon written request from the Lenders' Representative and
the Mine Operator, the Authority shall extend the aforesaid period of 180 (one
hundred and eighty) days by such further period not exceeding 90 (ninety) days, as
the Authority may deem appropriate.
37.2 Termination for Authority Default

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37.2.1 In the event that any of the defaults specified below shall have occurred, and the
Authority fails to cure such default within a Cure Period of 90 (ninety) days or such
longer period as has been expressly provided in this Agreement, the Authority shall
be deemed to be in default of this Agreement (the "Authority Default") unless the
default has occurred as a result of any breach of this Agreement by the Mine
Operator or due to Force Majeure. The defaults referred to herein shall include:
(a) the Authority commits a material default in complying with any of the
provisions of this Agreement and such default has a Material Adverse Effect
on the Mine Operator;
(b) the Authority has failed to make any payment (to the extent undisputed)
which is due and payable to the Mine Operator under this Agreement within
the period specified in this Agreement; or
(c) the Authority repudiates this Agreement or otherwise takes any action that
amounts to or manifests an irrevocable intention not to be bound by this
Agreement.
37.2.2 Without prejudice to any other right or remedy which the Mine Operator may have
under this Agreement, upon occurrence of a Authority Default, the Mine Operator
shall, subject to the provisions of the Substitution Agreement, be entitled to
terminate this Agreement by issuing a Termination Notice to the Authority;
provided that before issuing the Termination Notice, the Mine Operator shall by a
notice inform the Authority of its intention to issue the Termination Notice and grant
15 (fifteen) days to the Authority to make a representation, and may after the expiry
of such 15 (fifteen) days, whether or not it is in receipt of such representation, issue
the Termination Notice.
37.3 Termination for expiry
37.3.1 Unless terminated earlier in accordance with Clause 37.1 and Clause 37.2, the
Agreement shall be effective for a period of 28 (twenty-eight) years or until the
proposed life of the Mines, whichever is shorter commencing from the date of
Agreement or such further period as mutually extended by the Parties in accordance
with Clause 3.1.1 of this Agreement.
37.3.2 Within 30 (thirty) days from the expiry of the term of the Agreement, as set out in
Clause 37.3.1, the Mine Operator shall intimate to the Authority the date on which
the Agreement is set to expire through issuance of a Termination Notice. The
Agreement shall stand terminated effective from the date set out in the Termination
Notice.
37.4 Termination Payment
37.4.1 Upon Termination on account of a Mine Operator Default or Force Majeure during
the Operation Period, the Authority shall purchase from the Mine Operator the
following assets and pay to the Mine Operator by way of Termination Payment, an
amount equal to:
(a) the Depreciated Value of the Capital Works; and

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(b) the Depreciated Value of the Project Specific Assets.
37.4.2 Upon Termination on account of an Authority Default during the Operation Period,
the Authority shall purchase from the Mine Operator the following assets and pay to
the Mine Operator by way of Termination Payment, an amount equal to:
(a) the Depreciated Value of the Capital Works;
(b) the Depreciated Value of the Project Specific Assets; and
(c) an amount equivalent to 4 (four) times the Mining Charge due and payable for
and in respect of the month immediately preceding the month in which the
Termination Notice is issued.
37.4.3 Upon Termination on account of expiry of the Agreement, as specified in Clause
37.3 above, no Termination Payment shall be payable by the Authority to the Mine
Operator.
37.4.4 Notwithstanding anything to the contrary in this Clause 37, the Mine Operator
acknowledges, agrees and undertakes that:
(a) the Authority shall not be obligated to purchase from the Mine Operator any
Capital Works and/ or Project Specific Assets or pay the Depreciated Value of
any Capital Works and/or Project Specific Assets to the Mine Operator unless
the Mine Operator has a valid, clear and marketable title to such Capital
Works and Project Specific Assets, free and clear of all Encumbrances;
(b) no Termination Payment shall be made by the Authority to the Mine Operator
in respect of any Moving Equipment or other movable assets (including but
not limited to heavy earth moving machineries) used by the Mine Operator at
the Mines;
(c) in the event the Mine Operator enters into any financing agreements or
arrangements (including hire purchase) with respect to, or which affect, any of
the Capital Works and/ or Project Specific Assets, the Mine Operator shall
ensure that the financier or lender under such financing agreement or
arrangement expressly recognises and accepts the preferential right of the
Authority to purchase the Capital Works and the Project Specific Assets (as
the case may be); and
(d) no Termination Payment shall be due and payable prior to COD.
(e) on the Transfer Date (on account of Termination in terms of Clause 37.1,
Clause 37.2 or Clause 37.3), the Mine Operator shall remove all the Moving
Equipment and other movable assets or machineries (including but not limited
to heavy earth moving machineries, vehicles) deployed at the Mines by the
Mine Operator.
37.4.5 Termination Payment shall be due and payable to the Mine Operator within 30
(thirty) days of acceptance of demand being made by the Mine Operator to the
Authority with the necessary particulars, and in the event of any delay, the Authority
shall pay interest at the MCLR of State Bank of India on the amount of Termination

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Payment remaining unpaid; provided that such delay shall not exceed 90 (ninety)
days; provided further that, the Authority shall not be required to make any
Termination Payment until the Mine Operator has complied with the Divestment
Requirements and has delivered to the Authority possession of the Capital Works
and Project Specific Assets in good working order and free and clear of all
Encumbrances, to the satisfaction of the Authority. For the avoidance of doubt, it is
expressly agreed that Termination Payment shall constitute full discharge by the
Authority of its obligations hereunder.
37.4.6 The Mine Operator expressly agrees that Termination Payment under this Article 37
shall constitute a full and final settlement of all claims and/or rights of the Mine
Operator on account of Termination of this Agreement for any reason whatsoever
and that the Mine Operator or any shareholder thereof or any other person claiming
through or under the Mine Operator shall not have any further right or claim under
any law, treaty, convention, contract or otherwise.
37.5 Other rights and obligations of the Authority
37.5.1 Upon Termination for any reason whatsoever, the Authority shall:
(a) take possession and control of the Mines forthwith;
(b) subject to the provisions of Clause 37.4, take possession and control of all
materials, stores, implements, construction plants and equipment on or about
the Site;
(c) be entitled to restrain the Mine Operator and any person claiming through or
under the Mine Operator from entering upon the Site or any part of the
Project;
(d) require the Mine Operator to comply with the Divestment Requirements set
forth in Clause 38.1; and
(e) succeed upon election by the Authority, without the necessity of any further
action by the Mine Operator, to the interests of the Mine Operator under such
of the Project Agreements as the Authority may deem appropriate, and shall
upon such election be liable to the Contractors only for compensation
accruing and becoming due and payable to them under the terms of their
respective Project Agreements from and after the date the Authority elects to
succeed to the interests of the Mine Operator. For the avoidance of doubt, the
Mine Operator acknowledges and agrees that all sums claimed by such
Contractors as being due and owing for works and services performed or
accruing on account of any act, omission or event prior to such date of
election by the Authority shall constitute debt between the Mine Operator
and such Contractors, and the Authority shall not in any manner be liable for
such sums. It is further agreed that in the event the Authority elects to cure
any outstanding defaults under such Project Agreements, the amount
expended by the Authority for this purpose shall be deducted from the
Termination Payment.
37.5.2 Upon Termination in terms of Clause 37.3, the Authority shall have the right, but not
an obligation, to take over the Project Specific Assets and any other tangible assets
(such as civil works and equipment including foundations, embankments,

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pavements, electrical systems, communication systems, relief centers and
administrative offices) from the Mine Operator. In the event, the Authority, in its
absolute discretion, elects not to take over such Project Specific Assets or other
tangible assets, the Mine Operator shall take all necessary steps for the removal and
disposal of the Project Specific Assets and any other tangible assets (such as civil
works and equipment including foundations, embankments, pavements, electrical
systems, communication systems, relief centers and administrative offices) from the
Site.
37.6 Survival of rights
Notwithstanding anything to the contrary contained in this Agreement, but subject to
the provisions of Clause 37.4, any Termination pursuant to the provisions of this
Agreement shall be without prejudice to the accrued rights of either Party including
its right to claim and recover money, damages, insurance proceeds, security deposits,
and other rights and remedies, which it may have in law or contract. All rights and
obligations of either Party under this Agreement, including Termination Payments
and Divestment Requirements, shall survive the Termination to the extent such
survival is necessary for giving effect to such rights and obligations.

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ARTICLE 38
38 DIVESTMENT OF RIGHTS AND INTEREST
38.1 Divestment Requirements
38.1.1 Upon Termination, the Mine Operator shall comply with and conform to the
following divestment requirements ("Divestment Requirements"):
(a) notify to the Authority forthwith the location and particulars of all Project
Assets;
(b) deliver forthwith the actual or constructive possession of the Mines and Coal
Depot, free and clear of all Encumbrances, save and except to the extent set
forth in the Substitution Agreement;
(c) cure all Project Assets of all defects and deficiencies so that the Mines is
compliant with the Maintenance Requirements; provided that in the event of
Termination during the Construction Period, all Project Assets shall be
handed over on ‗as is where is‘ basis after bringing them to a safe condition;
(d) cure all Coal of deficiencies so that it is compliant with Specifications and
Standards and can be Delivered to the Authority upon payment of Mining
Charge for the same;
(e) deliver and transfer relevant records, reports, Intellectual Property and other
licences pertaining to the Mines and its design, engineering, construction,
operation and maintenance, including all programmes and manuals
pertaining thereto, and complete Drawings as on the Transfer Date. For the
avoidance of doubt, the Mine Operator represents and warrants that the
Intellectual Property delivered hereunder shall be adequate and complete for
the design, engineering, construction, operation and maintenance of the
Mines and shall be assigned to the Authority free of any Encumbrance;
(f) transfer and/or deliver all Applicable Permits to the extent permissible under
Applicable Laws;
(g) execute such deeds of conveyance, documents and other writings as the
Authority may reasonably require for conveying, divesting and assigning all
the rights, title and interest of the Mine Operator in the Project Assets,
including manufacturers' warranties in respect of any plant or equipment and
the right to receive outstanding insurance claims, to the extent due and
payable to the Authority, absolutely unto the Authority or its nominee; and
(h) comply with all other requirements as may be prescribed or required under
Applicable Laws for completing the divestment and assignment of all rights,
title and interest of the Mine Operator in the Mines, free from all
Encumbrances, absolutely unto the Authority or to its nominee.
38.1.2 Subject to the exercise by the Authority of its rights under this Agreement or under
any of the Project Agreements to perform or procure the performance by a third
party of any of the obligations of the Mine Operator, the Parties shall continue to
perform their obligations under this Agreement, notwithstanding the issuance of any

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Termination Notice, until the Termination of this Agreement becomes effective in
accordance with its terms.
38.2 Inspection and cure
Not earlier than 90 (ninety) days prior to Termination but not later than 15 (fifteen)
days prior to the effective date of such Termination, the Engineer in charge shall
verify, after giving due notice to the Mine Operator specifying the time, date and
place of such verification and/or inspection, compliance by the Mine Operator with
the Maintenance Requirements, and if required, cause appropriate tests to be carried
out at the Mine Operator's cost for this purpose. Defaults, if any, in the Maintenance
Requirements shall be cured by the Mine Operator at its cost and the provisions of
Article 39 shall apply, mutatis mutandis, in relation to curing of defects or
deficiencies under this Article 38.
38.3 Cooperation and assistance on transfer of Project
38.3.1 The Parties shall cooperate on a best effort basis and take all necessary measures, in
good faith, to achieve a smooth transfer of the Project in accordance with the
provisions of this Agreement so as to protect the safety of, and avoid undue delay or
inconvenience to the Buyers and other members of the public.
38.3.2 The Parties shall provide to each other, immediately in the event of either Party
conveying to the other Party its intent to issue a Termination Notice, as the case may
be, as much information and advice as is reasonably practicable regarding the
proposed arrangements for operation of the Project following the Transfer Date. The
Mine Operator shall further provide such reasonable advice and assistance as the
Authority or its agent may reasonably require for operation of the Project until the
expiry of 6 (six) months after the Transfer Date.
38.4 Vesting Certificate
The divestment of all rights, title and interest in the Mines shall be deemed to be
complete on the date when all of the Divestment Requirements have been fulfilled,
and the Authority shall, without unreasonable delay, thereupon issue a certificate
substantially in the form set forth in Schedule-Q (the "Vesting Certificate"), which
will have the effect of constituting evidence of divestment by the Mine Operator of
all of its rights, title and interest in the Mines, and their vesting in the Authority
pursuant hereto. It is expressly agreed that any defect or deficiency in the Divestment
Requirements shall not in any manner be construed or interpreted as restricting the
exercise of any rights by the Authority or its nominee on, or in respect of, the Mines
on the footing that all Divestment Requirements have been complied with by the
Mine Operator.
38.5 Divestment costs etc.
38.5.1 The Mine Operator shall bear and pay all costs incidental to divestment of all of the
rights, title and interest of the Mine Operator in the Project Assets in favour of the
Authority upon Termination, save and except that all stamp duties payable on any
deeds or Documents executed by the Mine Operator in connection with such
divestment shall be borne by the Authority.

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38.5.2 In the event of any dispute relating to matters covered by and under this Article 38,
the Dispute Resolution Procedure shall apply.

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ARTICLE 39
39 DEFECTS LIABILITY AFTER TERMINATION
39.1 Liability for defects after Termination
The Mine Operator shall be responsible for all defects and deficiencies in the Mines
for a period of 120 (one hundred and twenty) days after Termination, and it shall
have the obligation to repair or rectify, at its own cost, all defects and deficiencies
observed by the Engineer in charge in the Mines during the aforesaid period. In the
event that the Mine Operator fails to repair or rectify such defect or deficiency within
a period of 30 (thirty) days from the date of notice issued by the Authority in this
behalf, the Authority shall be entitled to get the same repaired or rectified at the Mine
Operator's risk and cost so as to make the Mines conform to the Maintenance
Requirements. All costs incurred by the Authority hereunder shall be reimbursed by
the Mine Operator to the Authority within 15 (fifteen) days of receipt of demand
thereof, and in the event of default in reimbursing such costs, the Authority shall be
entitled to recover the same from the funds withheld by the Authority under the
provisions of Clause 39.2 or from the Performance Guarantee provided thereunder.
For the avoidance of doubt, the provisions of this Article 39 shall not apply if
Termination occurs prior to COD.
39.2 Retention
39.2.1 Notwithstanding anything to the contrary contained in this Agreement, but subject to
the provisions of Clause 39.2.3, a sum equal to the Mining Charge due and payable
for the month immediately preceding the Transfer Date shall be withheld by the
Authority for a period of 120 (one hundred and twenty) days after Termination for
meeting the liabilities, if any, arising out of or in connection with the provisions of
Clause 39.1.
39.2.2 Without prejudice to the provisions of Clause 39.2.1, the Engineer in charge shall
carry out an inspection of the Mines at any time between 210 (two hundred and ten)
and 180 (one hundred and eighty) days prior to the Termination and if it
recommends that the status of the Mines is such that a sum larger than the amount
stipulated in Clause 39.2.1 should be withheld and/or for a period longer than the
aforesaid 120 (one hundred and twenty) days, the amount recommended by the
Engineer in charge shall be withheld by the Authority for the period specified by it.
39.2.3 The Mine Operator may, for the performance of its obligations under this Article 39,
provide to the Authority a guarantee from a Bank for a sum equivalent to the amount
determined under Clause 39.2.1 or 39.2.2, as the case may be, and for the period
specified therein, substantially in the form set forth in Schedule-F (the
"Performance Guarantee"), to be modified, mutatis mutandis, for this purpose, and
the Authority shall, without prejudice to its other rights and remedies hereunder or in
law, be entitled to encash and appropriate the required amounts from the
Performance Guarantee for undertaking the repairs or rectification at the Mine
Operator's risk and cost in accordance with the provisions of this Article 39. Upon
furnishing of a Performance Guarantee under this Clause 39.2.3, the amounts
withheld by the Authority in terms of Clause 39.2.1 or 39.2.2, as the case may be,

129
shall be released to the Mine Operator to the extent such amounts are due and
payable to the Mine Operator in accordance with the terms of this Agreement.

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ARTICLE 40
40 ASSIGNMENT AND CHARGES
40.1 Restrictions on assignment and charges
40.1.1 Subject to Clauses 40.2 and 40.3, this Agreement shall not be assigned by the Mine
Operator to any person, save and except with the prior consent in writing of the
Authority, which consent the Authority shall be entitled to decline without assigning
any reason.
40.1.2 Subject to the provisions of Clause 40.2, the Mine Operator shall not create nor
permit to subsist any Encumbrance, or otherwise transfer or dispose of all or any of
its rights and benefits under this Agreement or any Project Agreement to which the
Mine Operator is a party except with the prior consent in writing of the Authority,
which consent the Authority shall be entitled to decline without assigning any
reason.
40.2 Permitted assignment and charges
40.2.1 The restraints set forth in Clause 40.1 shall not apply to:
(a) liens arising by operation of law (or by an agreement evidencing the same)
in the ordinary course of business of the Mines;
(b) mortgages/ pledges/ hypothecation of goods/ assets other than Project
Assets and their related documents of title, arising or created in the ordinary
course of business of the Mines, and as security only for indebtedness to
the Senior Lenders under the Financing Agreements and/or for working
capital arrangements for the Mines.
(c) assignment of rights, interest and obligations of the Mine Operator to or in
favour of the Lenders' Representative as nominee and for the benefit of the
Senior Lenders, to the extent covered by and in accordance with the
Substitution Agreement as security for financing provided by Senior
Lenders under the Financing Agreements; and
(d) liens or Encumbrances required by any Applicable Law.
Operator may mortgage the Moving Equipment to its lenders by way of security for
any loan extended by them for acquisition of such Moving Equipment.
40.3 Substitution Agreement
40.3.1 Upon the occurrence of a Mine Operator Default or a Financial Default (as defined
in the Substitution Agreement), the Lenders‘ Representative, on behalf of Senior
Lenders, may, with the consent of the Authority, exercise the right to substitute the
Mine Operator pursuant to the agreement for substitution of the Mine Operator (the
"Substitution Agreement") to be entered into amongst the Mine Operator, the
Authority and the Lenders' Representative, on behalf of Senior Lenders,
substantially in the form set forth in Schedule-R.

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40.3.2 Upon substitution of the Mine Operator under and in accordance with the
Substitution Agreement, the Nominated Company shall be deemed to be the Mine
Operator under this Agreement and shall enjoy all rights and be responsible for all
obligations of the Mine Operator under this Agreement as if it were the original
Mine Operator; provided that where the Mine Operator is in breach of this
Agreement on the date of such substitution, the Authority shall by notice grant a
Cure Period of 120 (one hundred and twenty) days to the Nominated Company for
curing such breach.
40.4 Assignment by the Authority
Notwithstanding anything to the contrary contained in this Agreement, the Authority
may, after giving 60 (sixty) days' notice to the Mine Operator, assign and/ or transfer
any of its rights and benefits and/or obligations under this Agreement to an assignee
who is, in the reasonable opinion of the Authority, capable of fulfilling all of the
Authority's then outstanding obligations under this Agreement and has the financial
standing necessary for this purpose.
40.5 Approvals for assignment
Any assignment under this Article 40 shall be subject to the approvals and consents
required therefor under Applicable Laws. Provided, however, that the grant of any
consent or approval under Applicable Laws shall not oblige the Authority to grant its
approval to such assignment, save and except as provided herein.

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ARTICLE 41
41 CHANGE IN LAW
41.1 Increase in costs
If as a result of Change in Law, the Mine Operator suffers an increase in costs or
financial burden, the aggregate financial effect of which exceeds the higher of Rs.
50,00,000/- (Rupees Fifty Lakhs only) and 0.1% (zero point one per cent) of the
total Mining Charge payable during any Accounting Year, the Mine Operator may
so notify the Authority and propose amendments to this Agreement so as to
compensate the Mine Operator the increased costs or financial burden as
aforesaid. Provided that, the Mine Operator‘s notification to the Authority and
proposal to amend this Agreement shall be supported by clear evidence of the
quantum of the increased costs, or financial burden, as the case may be, and a
direct co-relation between such increased costs, or financial burden, as the case
may be, and the Change in Law. Upon notice by the Mine Operator, the Parties
shall meet, as soon as reasonably practicable, but no later than 30 (thirty) days
from the date of notice, and either agree on amendments to this Agreement or on
any other mutually agreed arrangement:
Provided that if no agreement is reached within 90 (ninety) days of the aforesaid
notice, the Mine Operator may by written notice require the Authority to pay an
amount to compensate the increased costs or financial burden and within 15
(fifteen) days of receipt of such notice, along with particulars thereof, the
Authority shall pay the amount specified therein; provided that if the Authority
shall dispute such claim of the Mine Operator, the same shall be settled in
accordance with the Dispute Resolution Procedure. For the avoidance of doubt, it
is agreed that this Clause 41.1 shall be restricted to Changes in Law directly
affecting the Mine Operator's costs of performing its obligations under this
Agreement.
41.2 Reduction in costs
If as a result of Change in Law, the Mine Operator benefits from a reduction in
costs or financial gains, the aggregate financial effect of which exceeds the higher
of Rs. 50,00,000/- (Rupees Fifty Lakh only) and 0.1% (zero point one per cent) of
the total Mining Charge payable during any Accounting Year, the Authority may
so notify the Mine Operator and propose amendments to this Agreement so as to
pass on the decreased costs or financial gains to the Mine Operator as aforesaid.
Upon notice by the Authority, the Parties shall meet, as soon as reasonably
practicable, but no later than 30 (thirty) days from the date of notice, and either
agree on such amendments to this Agreement or on any other mutually agreed
arrangement:
Provided that if no agreement is reached within 90 (ninety) days of the aforesaid
notice, the Authority may by notice require the Mine Operator to pay an amount
equivalent to the decreased cost or financial gains as aforesaid, and within 15
(fifteen) days of receipt of such notice, along with particulars thereof, the Mine
Operator shall pay the amount specified therein to the Authority or such specified

134
amount shall be adjusted from the amount payable to the Mine Operator under this
Agreement; provided that if the Mine Operator shall dispute such claim of the
Authority, the same shall be settled in accordance with the Dispute Resolution
Procedure. For the avoidance of doubt, it is agreed that this Clause 41.2 shall be
restricted to Changes in Law directly affecting the Mine Operator's costs of
performing its obligations under this Agreement.
41.3 Procedure for adjustment
In the event the Mine Operator is required to pay an amount in excess of the
stipulated threshold (as mentioned in Clause 41.1) due to a Change in Law or
imposition of directives by Coal India Limited or by any Government
Instrumentality, such excess amount paid by the Mine Operator shall be
reimbursed by the Authority, where such payment is a one-time payment by the
Mine Operator. In the event such excess amount payable by the Mine Operator is
of a recurring nature, such amount shall be included within the Mining Charge
payable by the Authority.
In the event the Mine Operator benefits from a reduction in costs or increase
financial gains, in excess of the stipulated threshold (as mentioned in Clause 41.2)
due to a Change in Law or imposition of directives by Coal India Limited or by
any Government Instrumentality, such excess amount gained by the Mine
Operator shall be payable to the Authority, where such financial gain is a one-
time. In the event such excess amount payable by the Mine Operator is of a
recurring nature, such amount shall be adjusted against the Mining Charge
payable by the Authority.
If any change in a particular component of the Mining Charge due to a Change in
Law is not captured by the respective index already listed in Price Index (as
defined in Clause 47.1.1), then the adjusted Mining Charge shall be decided on
the basis of percentage of component of cost given in Price Index (as defined in
Clause 47.1.1) and the effect on the component due to Change in Law.
It is hereby clarified that disputed amount, if any, under this Clause 41.3 shall be
decided as per the provisions given in Clause 29.2 of this Agreement.
41.4 Restriction on compensation
The Parties acknowledge and agree that the demand for compensation under this
Article 41 shall be restricted to the effect of Change in Law during the respective
Accounting Year and shall be made at any time after commencement of such year,
but no later than 1 (one) year from the close of such Accounting Year. Any
demand for compensation payable for and in respect of any subsequent
Accounting Year shall be made after the commencement of the Accounting Year
to which the demand pertains, but no later than 2 (two) years from the close of
such Accounting Year.

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ARTICLE 42
42 LIABILITY AND INDEMNITY
42.1 General indemnity
42.1.1 The Mine Operator will indemnify, defend, save and hold harmless the Authority
and its officers, servants, agents, Government Instrumentalities and Authority owned
and/or controlled entities/enterprises, (the "Authority Indemnified Persons")
against any and all suits, proceedings, actions, demands and claims from third
parties for any loss, damage, cost and expense of whatever kind and nature, whether
arising out of any breach or default by the Mine Operator of any of its obligations
under this Agreement or any related agreement or on account of any defect or
deficiency in the provision of services to the Authority or from any negligence of the
Mine Operator under any contract or tort or on any other ground whatsoever, except
to the extent that any such suits, proceedings, actions, demands and claims have
arisen due to any negligent act or omission, or breach or default of this Agreement
on the part of the Authority Indemnified Persons.
42.1.2 The Authority will indemnify, defend, save and hold harmless the Mine Operator
against any and all suits, proceedings, actions, demands and claims from third
parties for any loss, damage, cost and expense of whatever kind and nature arising
out of (a) defect in title and/or the rights of the Authority in the land comprised in
the Site, and/or (b) breach by the Authority of any of its obligations under this
Agreement or any related agreement, which materially and adversely affect the
performance by the Mine Operator of its obligations under this Agreement, save and
except that where any such claim, suit, proceeding, action, and/or demand has arisen
due to a negligent act or omission, or breach of any of its obligations under any
provision of this Agreement or any related agreement and/or breach of its statutory
duty on the part of the Mine Operator, its subsidiaries, representatives, affiliates,
Contractors, servants or agents, the same shall be the liability of the Mine Operator.
42.2 Indemnity by the Mine Operator
42.2.1 Without limiting the generality of Clause 42.1, the Mine Operator shall fully
indemnify, hold harmless and defend the Authority and the Authority Indemnified
Persons from and against any and all loss and/or damages arising out of or with
respect to:
(a) failure of the Mine Operator to comply with Applicable Laws and Applicable
Permits;
(b) payment of Taxes required to be made by the Mine Operator in respect of the
income or other Taxes of the Mine Operator's Contractors, suppliers and
representatives; or
(c) non-payment of amounts due as a result of materials or services furnished to
the Mine Operator or any of its Contractors which are payable by the Mine
Operator or any of its Contractors.

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42.2.2 Without limiting the generality of the provisions of this Article 42, the Mine
Operator shall fully indemnify, hold harmless and defend the Authority Indemnified
Persons from and against any and all suits, proceedings, actions, claims, demands,
liabilities and damages which the Authority Indemnified Persons may hereafter
suffer, or pay by reason of any demands, claims, suits or proceedings arising out of
claims of infringement of any domestic or foreign patent rights, copyrights or other
Intellectual Property, proprietary or confidentiality rights with respect to any
materials, information, design or process used by the Mine Operator or by the Mine
Operator's Contractors in performing the Mine Operator's obligations or in any way
incorporated in or related to the Project. If in any such suit, action, claim or
proceedings, a temporary restraint order or preliminary injunction is granted, the
Mine Operator shall make every reasonable effort, by giving a satisfactory bond or
otherwise, to secure the revocation or suspension of the injunction or restraint order.
If, in any such suit, action, claim or proceedings, the Mines, or any part thereof or
comprised therein, is held to constitute an infringement and its use is permanently
enjoined, the Mine Operator shall promptly make every reasonable effort to secure
for the Authority a licence, at no cost to the Authority, authorising continued use of
the infringing work. If the Mine Operator is unable to secure such licence within a
reasonable time, the Mine Operator shall, at its own expense, and without impairing
the Specifications and Standards, either replace the affected work, or part, or process
thereof with non -infringing work or part or process, or modify the same so that it
becomes non-infringing.
42.2.3 [As per the terms of allotment agreement, dated [******] entered into by the
Authority with the Government of India in relation to the Project land, the Authority
is required to make upfront payment totaling to Rs. [********] at various stages of
the Construction Period and Operation Period and also required to submit a
performance security amounting to Rs. [********] to the Government of India,
which is liable to be forfeited/ appropriated by Government of India in accordance
with the terms of allotment agreement.
If such forfeiture/ appropriation of performance security of the Authority is due to
reasons attributable to the Mine Operator, the aforesaid liability, to the extent
appropriated by the Government of India, the Authority shall have a right to recover
such amounts (a) from the amount payable to Mine Operator under this Agreement
and/or; (b) by encashment/ appropriation of the Performance Security and/or
performance guarantee pursuant to the Joint Operating Agreement furnished by the
Mine Operator.]5
42.3 Notice and contest of claims
In the event that either Party receives a claim or demand from a third party in respect
of which it is entitled to the benefit of an indemnity under this Article 42 (the
"Indemnified Party") it shall notify the other Party (the "Indemnifying Party")
within 15 (fifteen) days of receipt of the claim or demand and shall not settle or pay
the claim without the prior approval of the Indemnifying Party, which approval shall
not be unreasonably withheld or delayed. In the event that the Indemnifying Party
wishes to contest or dispute the claim or demand, it may conduct the proceedings in
5
Retain the clause 42.2.3 if allotment agreement with the Government of India in relation to the
Project land is entered into by the Authority. Delete if not applicable.

137
the name of the Indemnified Party, subject to the Indemnified Party being secured
against any costs involved, to its reasonable satisfaction.
42.4 Defense of claims
42.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend
and litigate any claim, action, suit or proceeding by any third party alleged or
asserted against such Party in respect of, resulting from, related to or arising out of
any matter for which it is entitled to be indemnified hereunder, and reasonable costs
and expenses thereof shall be indemnified by the Indemnifying Party. If the
Indemnifying Party acknowledges in writing its obligation to indemnify the
Indemnified Party in respect of loss to the full extent provided by this Article 42, the
Indemnifying Party shall be entitled to assume and control the defence of such
claim, action, suit or proceeding, liabilities, payments and obligations at its expense
and through the counsel of its choice; provided it gives prompt notice of its intention
to do so to the Indemnified Party and reimburses the Indemnified Party for the
reasonable cost and expenses incurred by the Indemnified Party prior to the
assumption by the Indemnifying Party of such defence. The Indemnifying Party
shall not be entitled to settle or compromise any claim, demand, action, suit or
proceeding without the prior written consent of the Indemnified Party, unless the
Indemnifying Party provides such security to the Indemnified Party as shall be
reasonably required by the Indemnified Party to secure the loss to be indemnified
hereunder to the extent so compromised or settled.
42.4.2 If the Indemnifying Party has exercised its rights under Clause 42.3, the Indemnified
Party shall not be entitled to settle or compromise any claim, action, suit or
proceeding without the prior written consent of the Indemnifying Party (which
consent shall not be unreasonably withheld or delayed).
42.4.3 If the Indemnifying Party exercises its rights under Clause 42.3, the Indemnified
Party shall nevertheless have the right to employ its own counsel, and such counsel
may participate in such action, but the fees and expenses of such counsel shall be at
the expense of the Indemnified Party, when and as incurred, unless:
(a) the employment of counsel by such party has been authorised in writing by
the Indemnifying Party;
(b) the Indemnified Party shall have reasonably concluded that there may be a
conflict of interest between the Indemnifying Party and the Indemnified
Party in the conduct of the defence of such action;
(c) the Indemnifying Party shall not, in fact, have employed independent
counsel reasonably satisfactory to the Indemnified Party, to assume the
defence of such action and shall have been so notified by the Indemnified
Party; or
(d) the Indemnified Party shall have reasonably concluded and specifically
notified the Indemnifying Party either:
(i) that there may be specific defences available to it which are different
from or additional to those available to the Indemnifying Party; or
(ii) that such claim, action, suit or proceeding involves or could have a
Material Adverse Effect upon it beyond the scope of this Agreement:

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Provided that if sub-clauses (b), (c) or (d) of this Clause 42.4.3 shall be applicable,
the counsel for the Indemnified Party shall have the right to direct the defence of
such claim, demand, action, suit or proceeding on behalf of the Indemnified Party,
and the reasonable fees and disbursements of such counsel shall constitute legal or
other expenses hereunder.
42.5 No consequential claims
Notwithstanding anything to the contrary contained in this Article 42, the
indemnities herein provided shall not include any claim or recovery in respect of any
cost, expense, loss or damage of an indirect, incidental or consequential nature,
including loss of profit, except as expressly provided in this Agreement.
42.6 Survival on Termination
The provisions of this Article 42 shall survive Termination.

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ARTICLE 43
43 RIGHTS TO WORK AT THE SITE
43.1 Rights to Work at the Site
For the purpose of this Agreement, the Mine Operator shall have rights to the use of
the Site in accordance with this Agreement, and to this end, it may regulate the entry
and use of the Mines by third parties in accordance with and subject to the provisions
of this Agreement.
43.2 Access rights of the Authority and others
43.2.1 The Mine Operator shall allow free access to the Site at all times for the authorised
representatives of the Authority, Senior Lenders and the Engineer in charge, and for
the persons duly authorised by any Government Instrumentality to inspect the Mines
and to investigate any matter within their authority, and upon reasonable notice, the
Mine Operator shall provide to such persons reasonable assistance necessary to
carry out their respective duties and functions.
43.2.2 The Mine Operator shall, for the purpose of operation and maintenance of any utility
or road specified in Article 11, allow free access to the Site at all times for the
authorised persons and vehicles of the controlling body of such utility or road.
43.3 Property Taxes
All property Taxes on the Site shall be payable by the Authority as owner of the Site;
provided, however, that any such Taxes payable by the Mine Operator under
Applicable Laws for use of the Site shall not be reimbursed or payable by the
Authority.
43.4 Restriction on sub-license or sub-letting
The Mine Operator shall not sub-license or sub-let the whole or any part of the Site,
save and except as may be expressly set forth in this Agreement; provided that
nothing contained herein shall be construed or interpreted as restricting the right of
the Mine Operator to appoint Contractors for sub-contracting/novation of its
rights/obligations in relation to any work involving use of Site, under this
Agreement. For avoidance of doubt, it is hereby clarified that any sub-license or sub-
let as provided in this Clause 43.4 shall not relieve the Mine Operator from any
obligation, duty or responsibility under this Agreement.
43.5 Restriction on sub-contracting or novation
43.5.1 The Mine Operator shall not subcontract or novate any of its rights or obligations
under this Agreement save and except as provided in Clause 43.5.2 below.
43.5.2 The Mine Operator shall not sub-contract and/or novate its rights or obligation under
this Agreement in relation to any work (in part or full) without the prior written
approval of the Authority. Notwithstanding the above, under no circumstances, sub-
contracting/novation of: (a) Overburden removal shall exceed 25% (twenty-five per

140
cent) of the Scheduled Overburden Quantity; and (b) Coal excavation shall exceed
25% (twenty-five per cent) of the Annual Capacity for each Accounting Year.
For avoidance of doubt, it is hereby clarified that nothing contained herein shall be
construed or interpreted as restricting the right of the Mine Operator to hire any
Equipment/vehicles or sub-contract/novate its rights/obligations in relation to any
work with prior written approval of the Authority, in accordance with this Clause
43.5, save and except work pertaining to Overburden removal and Coal excavation.
43.5.3 The Mine Operator shall ensure that such sub-contracting is not made to an entity or
person which is incorporated, established or registered in any country which shares a
land border with India or whose beneficial owner is situated in such a country or
who otherwise complies with all the rules and regulations prescribed by the
Government of India in this regard, including but not limited to General Financial
Rules, 2017 read with the OM no. F.No.6/18/2019-PPD dated 23 July 2020 issued
by the Public Procurement Division, Department of Expenditure, Ministry of
Finance, Government of India.

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ARTICLE 44
44 DISPUTE RESOLUTION
44.1.1 Any dispute, difference or controversy of whatever nature howsoever arising under,
or out of, or in relation, to this Agreement (including its interpretation) between the
Parties, and so notified in writing by either Party to the other Party (the "Dispute")
shall, in the first instance, be attempted to be resolved amicably in accordance with
the conciliation procedure set forth in Clause 44.2.
44.1.2 The Parties agree to use their best efforts for resolving all Disputes arising under or
in respect of this Agreement promptly, equitably and in good faith, and further agree
to provide each other non-privileged records, information and data pertaining to any
Dispute.
44.2 Conciliation
44.2.1 In the event of any dispute or differences arising directly or indirectly out of this
Agreement or otherwise, the Parties undertake to use all reasonable endeavours to
resolve such disputes amicably. In this regard, if the dispute is raised by the Mine
Operator, it shall make a request in writing to the Engineer in charge for settlement
of such disputes/ claims within 30 (thirty) days of arising of the cause of dispute/
claim failing which no disputes/ claims of the Mine Operator shall be entertained by
the Authority. For an amicable resolution of a dispute arising out of difference of
opinion between the Mine Operator and the Authority, a high level committee shall
be constituted and such committee shall be headed by a board level officer of the
Authority. The committee shall have equal representatives from the Mine Operator
and the Authority for resolution of such dispute.
44.2.2 If the disputes cannot be settled amicably, the disputes shall be taken for resolution
in the manner as set out below:
(a) In case of dispute arising in relation to the commercial contracts with central public
sector enterprises (―CPSEs‖)/ Government departments (excluding disputes
concerning railways, income tax, customs and excise departments) shall be taken up
by either Party for its resolution through AMRCD or such other mechanism as may
be provided under the Applicable Laws; and
(b) In case of any other dispute not covered in sub-clause (a) above, the resolution of
dispute shall take place through arbitration mechanism as provided in Clause 44.3
below.
44.3 Arbitration
44.3.1 In the event of any question, dispute or difference arising under the terms and
conditions or interpretation of the terms of, or in connection with this Agreement
(except as to any matter the decision of which is specially provided for by these

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conditions), the same shall be submitted to arbitration to be conducted in accordance
with the Arbitration and Conciliation Act, 1996.
44.3.2 There shall be an arbitral tribunal comprising 3 (three) arbitrators, of whom each
Party shall select 1 (one), and the third arbitrator shall be appointed by the 2 (two)
arbitrators so selected, and in the event of disagreement between the 2 (two)
arbitrators, the appointment shall be made in accordance with the Arbitration and
Conciliation Act, 1996.
44.3.3 In the event any of the arbitrator(s), so appointed pursuant to Clause 44.3.2, dies or
neglects or refuses to act or resigns or is unable to act for any reason, such arbitrator
shall be replaced with another arbitrator, who shall be appointed by the concerned
party in accordance with Clause 44.3.2.
44.3.4 The arbitral tribunal shall make a reasoned award (the "Award"). Any Award made
in any arbitration held pursuant to this Article 44 shall be final and binding on the
Parties as from the date it is made, and the Mine Operator and the Authority agree
and undertake to carry out such Award without delay.
44.3.5 The Mine Operator and the Authority agree that an Award may be enforced against
the Mine Operator and/or the Authority, as the case may be, and their respective
assets wherever situated.
44.3.6 This Agreement and the rights and obligations of the Parties shall remain in full
force and effect, pending the Award in any arbitration proceedings hereunder.
44.4 Adjudication by a tribunal
In the event of constitution of a statutory tribunal with powers to adjudicate upon
disputes between the Mine Operator and the Authority, all Disputes arising after
such constitution shall, instead of reference to arbitration under Clause 44.3, be
adjudicated upon by such tribunal in accordance with Applicable Laws and all
references to Dispute Resolution Procedure shall be construed accordingly.

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ARTICLE 45
45 DISCLOSURE
45.1 Disclosure of Specified Documents
The Mine Operator shall make available for inspection by any person, copies of this
Agreement, the Maintenance Manual, the Maintenance Programme, the Maintenance
Requirements and the Safety Requirements (hereinafter collectively referred to as the
"Specified Documents"), free of charge, during normal business hours on all
working days at the Mine Operator's registered office and the Mines and shall
provide copies of the same to any person upon payment of copying charges on a `no
profit no loss' basis.
45.2 Disclosure of Documents relating to safety
The Mine Operator shall make available for inspection by any person copies of all
Documents and data relating to safety of the Mines, free of charge, during normal
business hours on all working days, at the Mine Operator's registered office and the
Mines. The Mine Operator shall make copies of the same available to any person
upon payment of copying charges on a `no profit no loss' basis.
45.3 Withholding disclosure of Protected Documents
Notwithstanding the provisions of Clauses 45.1 and 45.2, but subject to Applicable
Laws, the Authority shall be entitled to direct the Mine Operator, from time to time,
to withhold the disclosure of Protected Documents (as defined herein below) to any
person in pursuance of the aforesaid Clauses.
Explanation:
The expression "Protected Documents" shall mean such of the Specified
Documents or documents referred to in Clauses 45.1 and 45.2, or portions thereof,
the disclosure of which the Authority is entitled to withhold under the provisions of
the Right to Information Act, 2005, as amended from time to time.

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ARTICLE 46
46 MISCELLANEOUS
46.1 Governing law and jurisdiction
This Agreement shall be construed and interpreted in accordance with and governed
by the laws of India, and, subject to Clause 44.3, the Kolkata High Court shall have
exclusive jurisdiction over all matters arising out of or relating to this Agreement.
46.2 Waiver of immunity
Each Party unconditionally and irrevocably:
(a) agrees that the execution, delivery and performance by it of this Agreement
constitute commercial acts done and performed for commercial purpose;
(b) agrees that, should any proceedings be brought against it or its assets, property
or revenues in any jurisdiction in relation to this Agreement or any transaction
contemplated by this Agreement, no immunity (whether by reason of
sovereignty or otherwise) from such proceedings shall be claimed by or on
behalf of the Party with respect to its assets;
(c) waives any right of immunity which it or its assets, property or revenues now
has, may acquire in the future or which may be attributed to it in any
jurisdiction; and
(d) consents generally, in respect of the enforcement of any judgment or award
against it in any such proceedings and to the giving of any relief or the issue
of any process in any jurisdiction in connection with such proceedings
(including the making, enforcement or execution against it or in respect of any
assets, property or revenues whatsoever irrespective of their use or intended
use of any order or judgment that may be made or given in connection
therewith).
46.3 Depreciation
For the purposes of depreciation under Applicable Laws, the property representing
the capital investment made by the Mine Operator in the Project Assets shall be
deemed to be acquired and owned by the Mine Operator. For the avoidance of
doubt, it is hereby clarified that the Authority shall not in any manner be liable in
respect of any claims for depreciation to be made by the Mine Operator under
Applicable Laws.
46.4 Delayed Payment
46.4.1 The Parties hereto agree that payments due from one Party to the other Party under
the provisions of this Agreement shall be made within the period set forth therein,
and if no such period is specified, within 30 (thirty) days of receiving a demand
along with the necessary particulars. Unless otherwise specified in this Agreement,
in the event of delay beyond such period, the defaulting Party shall pay interest for

145
the period of delay calculated at the MCLR of State Bank of India and recovery
thereof shall be without prejudice to the rights of the Parties under this Agreement
including Termination thereof.
46.4.2 Unless otherwise specified, any interest payable under this Agreement shall accrue
on daily outstanding basis and shall be compounded on the basis of quarterly rests.
46.5 Waiver
46.5.1 Waiver, including partial or conditional waiver, by either Party of any default by the
other Party in the observance and performance of any provision of or obligations
under this Agreement:
(a) shall not operate or be construed as a waiver of any other or subsequent
default hereof, or of other provisions of, or obligations, under this Agreement;
(b) shall not be effective unless it is in writing and executed by a duly authorised
representative of the Party; and
(c) shall not affect the validity or enforceability of this Agreement in any manner.
46.5.2 Neither the failure by either Party to insist on any occasion upon the performance of
the terms, conditions and provisions of this Agreement or any obligation thereunder
nor time or other indulgence granted by a Party to the other Party shall be treated or
deemed as waiver of such breach or acceptance of any variation or the
relinquishment of any such right hereunder.
46.6 Liability for review of Documents and Drawings
Except to the extent expressly provided in this Agreement:
(a) no review, comment or approval by the Authority or the Engineer in charge of
any Project Agreement, Document or Drawing submitted by the Mine
Operator nor any observation or inspection of the construction, operation or
maintenance of the Mines nor the failure to review, approve, comment,
observe or inspect hereunder shall relieve or absolve the Mine Operator from
its obligations, duties and liabilities under this Agreement, Applicable Laws
and Applicable Permits; and
(b) the Authority shall not be liable to the Mine Operator by reason of any review,
comment, approval, observation or inspection referred to in sub-clause (a)
above.
46.7 Exclusion of implied warranties etc.
This Agreement expressly excludes any warranty, condition or other undertaking
implied at law or by custom or otherwise arising out of any other agreement between
the Parties or any representation by either Party not contained in a binding legal
agreement executed by both Parties.
46.8 Survival

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46.8.1 Termination shall:
(a) not relieve the Mine Operator or the Authority, as the case may be, of any
obligations hereunder which expressly or by implication survive Termination
hereof; and
(b) except as otherwise provided in any provision of this Agreement expressly
limiting the liability of either Party, not relieve either Party of any obligations
or liabilities for loss or damage to the other Party arising out of, or caused by,
acts or omissions of such Party prior to the effectiveness of such Termination
or arising out of such Termination.
46.8.2 All obligations surviving Termination shall only survive for a period of 3 (three)
years following the date of such Termination.
46.9 Entire Agreement
This Agreement and the Schedules together constitute a complete and exclusive
statement of the terms of the agreement between the Parties on the subject hereof,
and no amendment or modification hereto shall be valid and effective unless such
modification or amendment is agreed to in writing by the Parties and duly executed
by persons especially empowered in this behalf by the respective Parties. All prior
written or oral understandings, offers or other communications of every kind
pertaining to this Agreement are abrogated and withdrawn. For the avoidance of
doubt, the Parties hereto agree that any obligations of the Mine Operator arising from
the Request for Bid shall be deemed to form part of this Agreement and treated as
such.
46.10 Severability
If for any reason whatever, any provision of this Agreement is or becomes invalid,
illegal or unenforceable or is declared by any court of competent jurisdiction or any
other instrumentality to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions shall not be affected in any manner, and
the Parties will negotiate in good faith with a view to agreeing to one or more
provisions which may be substituted for such invalid, unenforceable or illegal
provisions, as nearly as is practicable to such invalid, illegal or unenforceable
provision. Failure to agree upon any such provisions shall not be subject to the
Dispute Resolution Procedure set forth under this Agreement or otherwise.
46.11 No partnership
This Agreement shall not be interpreted or construed to create an association, joint
venture or partnership between the Parties, or to impose any partnership obligation
or liability upon either Party, and neither Party shall have any right, power or
authority to enter into any agreement or undertaking for, or act on behalf of, or to
act as or be an agent or representative of, or to otherwise bind, the other Party.
46.12 Third parties

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This Agreement is intended solely for the benefit of the Parties, and their respective
successors and permitted assigns, and nothing in this Agreement shall be construed
to create any duty to, standard of care with reference to, or any liability to, any
person not a Party to this Agreement.
46.13 Successors and assigns
This Agreement shall be binding upon, and inure to the benefit of the Parties and
their respective successors and permitted assigns.
46.14 Notices
Any notice or other communication to be given by any Party to the other Party
under or in connection with the matters contemplated by this Agreement shall be in
writing and shall:
(a) in the case of the Mine Operator, be given by facsimile or e-mail and by letter
delivered by hand to the address given and marked for the attention of the
person set out below or to such other person as the Mine Operator may from
time to time designate by notice to the Authority; provided that notices or
other communications to be given to an address outside the city specified in
this sub-clause (a) may, if they are subsequently confirmed by sending a copy
thereof by registered acknowledgement due, or by courier, be sent by
facsimile or e-mail as the Mine Operator may from time to time designate by
notice to the Authority:
Attention:
{Designation:
Address:
Fax No:
Email:}
(b) in the case of the Authority, be given by facsimile or e-mail and by letter
delivered by hand at the address given and marked to the attention of the
person set out below with a copy delivered to the Authority Representative or
such other person as the Authority may from time to time designate by notice
to the Mine Operator; provided that if the Mine Operator does not have an
office in the same city as the Authority, it may send such notice by facsimile
or e-mail and by registered acknowledgement due, or by courier:
Attention:
{Designation:
Address:
Fax No:
Email:}; and
(c) any notice or communication by a Party to the other Party, given in
accordance herewith, shall be deemed to have been delivered when in the
normal course of post it ought to have been delivered and in all other cases, it
shall be deemed to have been delivered on the actual date of delivery;
provided that in the case of facsimile or e-mail, it shall be deemed to have
been delivered on the working day following the date of its delivery.

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46.15 Language
All notices required to be given by one Party to the other Party and all other
communications, Documentation and proceedings which are in any way relevant to
this Agreement shall be in writing and in English language.
46.16 Counterparts
This Agreement may be executed in two counterparts, each of which, when executed
and delivered, shall constitute an original of this Agreement.
46.17 Limitation of Liability
46.17.1. Unless otherwise specifically provided, the aggregate liability of each Party shall be
determined in the following manner:
(a) During the Construction Period:
For any Accounting Year prior to COD the aggregate liability of each Party
shall be limited to Rs. 0.20 X Annual Contract Value.
(b) During the Operation Period
For any Accounting Year after COD the aggregate liability of each Party shall
be limited to Rs. 0.25 X Annual Contract Value.
It is hereby further clarified that the aggregate liability in (a) & (b) above during any
Accounting Year shall not be cumulated in the succeeding Accounting Year. Further,
the above limitation shall not apply to the Termination Payment as per Clause 37.4
46.17.2. Notwithstanding the provisions of Clause 46.17.1 above, there shall not be any
limitation of liability for the following:
(a) the indemnity and other payment obligations of the Mine Operator pursuant to
Clause 42.2; and
(b) circumstances where the default is attributable to a Party‘s gross negligence,
willful misconduct or fraudulent actions.
46.17.3. It is hereby clarified that during the period prior to the COD, the aforesaid limitation
of liability upon Termination shall not preclude the right of the Authority to recover
the expenditure incurred by it on any construction made in relation to or in
connection with the Project, if any, from the Mine Operator.

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ARTICLE 47
47 DEFINITIONS
47.1 Definitions
47.1.1 In this Agreement, the following words and expressions shall, unless repugnant to
the context or meaning thereof, have the meaning hereinafter respectively assigned
to them:
"Accounting Year" shall mean the financial year commencing from the first day of
April of any calendar year and ending on the thirty-first day of March of the next
calendar year, provided that, the first Accounting Year shall commence from the
Appointed Date and end on the thirty-first day of March of the next calendar year and
the last Accounting Year shall commence on the first day of April of the calendar
year during which the Transfer Date occurs and shall end on the Transfer Date;
"Actual Production" shall have the meaning set forth in Clause 21.5;
―Actual Stripping Ratio‖ shall have the meaning set forth in Clause 28.1.2
"Additional Auditors" shall have the meaning set forth in Clause 33.2.3;
"Additional Capacity" shall have the meaning set forth in Clause 28.2.1;
"Affected Party" shall have the meaning set forth in Clause 34.1;
"Agent" shall have the same meaning ascribed to such term in the Mines Act, 1952;
"Aggregate Damages" shall have the meaning set forth in Clause 25.3.3;
"Aggregate Incentive" shall have the meaning set forth in Clause 25.3.2;
"Agreement" shall have the meaning set forth in Recital (A);
―AMRCD‖ shall mean ‗Administrative Mechanism for Resolution of CPSEs
Disputes‘ as provided in office memorandum bearing number F. No. 4(1)/2013-
DPE(GM)/FTS-1835 dated 22 May 2018 issued by Ministry of Heavy Industries &
Public Enterprises, Department of Public Enterprises, Government of India;
"Annual Capacity" shall have the meaning set forth in Clause 21.2.1;
"Annual Contract Value" shall mean the value estimated by multiplying the
maximum coal production in a year (as proposed in the Mining Scheme submitted
with the Bid) with the base Mining Charge;
"Annual Production Programme" shall have the meaning set forth in Clause 21.2.1;
―Annual Safety Report‖ shall have the meaning set forth in Clause 17.4.1;

150
"Applicable Laws" shall mean all laws, brought into force and effect by Government
of India or the Government of any State, including rules, regulations and notifications
made thereunder, and judgments, decrees, injunctions, writs and orders of any court
of record, applicable to this Agreement and the exercise, performance and discharge
of the respective rights and obligations of the Parties hereunder, as may be in force
and effect during the subsistence of this Agreement;
"Applicable Permits" shall mean all clearances, licences, permits, authorisations, no
objection certificates, consents, approvals and exemptions required to be obtained or
maintained under Applicable Laws in connection with the exploration, planning,
construction, development, operation and maintenance of the Mines, excavation of
Coal, environmental protection and conservation of the Sites during the subsistence of
this Agreement;
"Appointed Date" shall have the meaning set forth in Clause 4.1.6;
"Associate" shall mean, in relation to either Party {and/or Consortium Members}, a
person who controls, is controlled by, or is under the common control with such Party
{or 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 or the
power or right to appoint a majority of directors on the board 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, whether by operation of law or by contract
or otherwise);
"Auditors" shall mean a firm of chartered accountants acting as the auditors of the
Mine Operator under the provisions of the Companies Act, 2013, including any re-
enactment or amendment thereof, for the time being in force, and appointed in
accordance with Clause 33.2.1;
"Authority Default" shall have the meaning set forth in Clause 37.2.1;
"Authority Indemnified Persons" shall have the meaning set forth in Clause 42.1.1;
"Authority Representative" shall mean such person or persons as may be authorised
in writing by the Authority to act on its behalf under this Agreement and shall include
any person or persons having authority to exercise any rights or perform and fulfill
any obligations of the Authority under this Agreement;
"Average Daily Mining Charge" shall mean the amount arrived at by dividing the
total Mining Charge due and payable for the immediately preceding Accounting Year
by 365 (three hundred and sixty five), and increasing the quotient thereof by 5% (five
per cent); provided that the Average Daily Mining Charge for any period prior to
completion of the first Accounting Year following COD shall be a simple average of
the Mining Charge due and payable with respect to every day during the period
between COD and the last day of the month preceding the date on which the event
requiring calculation hereof occurred, and in the event that the Mining Charge
payable for any segment of the Mines has not been realised for any reason, an
assessment thereof shall be made by the Engineer in charge to form part of the
Average Daily Mining Charge for such period;

151
"Award" shall have the meaning set forth in Clause 44.3.3;
"Bank" shall mean a scheduled commercial public sector undertaking (PSU) bank or
a private commercial bank with net worth over Rs. 300,000,000,000 (Indian Rupees
three hundred billion only) as listed under second schedule to the Reserve Bank of
India Act, 1934, and acceptable to Senior Lenders, but does not include a bank in
which any Senior Lender has an interest.
"Base Mining Charge" shall have the meaning set forth in Clause 28.1.1;
"Bid" shall mean the documents in their entirety comprised in the bid submitted by
the selected Bidder in response to the Request for Bid in accordance with the
provisions thereof and "Bids" shall mean the bids submitted by any and all pre-
qualified Bidders;
"Bid Date" shall mean the last date on which the Bid may have been submitted in
accordance with the provisions of the Request for Bid;
"Bidder" shall have the meaning set forth in the RFB.
"Bid Security" shall mean the security provided by the {selected Bidder/ Consortium
Member} to the Authority along with the Bid of a sum of Rs. 20,000,000 (Indian
Rupees twenty million only), in accordance with the Request for Bid, and which is to
remain in force until substituted by the Performance Security;
"Buyer(s)" shall mean the third parties buying Coal from the Mines, in accordance
with the provisions of this Agreement and Applicable Laws;
―Capital Works‖ shall mean the Construction Works described in Annex-IV of
Schedule B, the capital cost of which is provided by the Mine Operator;
"Change in Law" shall mean the occurrence of any of the following after the Bid
Date, to the extent such occurrence was not reasonably foreseeable by the Parties
prior to the Bid Date:
(a) the enactment of any new Indian law;
(b) the repeal, modification or re-enactment of any existing Indian law;
(c) a change in the interpretation or application of any Indian law by a judgment
of a court of record which has become final, conclusive and binding, as
compared to such interpretation or application by a court of record prior to the
Bid Date; or
(d) any change in the rates of any of the Taxes that have a direct effect on the
Project;
"Change in Ownership" shall mean a transfer of the direct and/ or indirect legal or
beneficial ownership of any shares, or securities convertible into shares, that causes
the aggregate holding of the {selected Bidder/Consortium Members}, in the total
Equity to decline below (i) 75% ( seventy five per cent) thereof during the
Construction Period and until the 2
nd
(second) anniversary of COD, and (ii) 26%
(twenty six per cent) thereof, or such lower proportion as may be permitted by the

152
Authority during the remainder of the Contract Period; provided that any material
variation (as compared to the representations made by the {selected
Bidder/Consortium Members} during the bidding process for the purposes of meeting
the minimum conditions of eligibility or for evaluation of {its/ their} application or
Bid, as the case may be,) in the proportion of the equity holding of {the selected
Bidder/ any Consortium Member} to the total Equity, if it occurs prior to COD, shall
constitute Change in Ownership;
"Change of Scope" shall have the meaning set forth in Clause 15.1.1;
"Change of Scope Notice" shall have the meaning set forth in Clause 15.2.1;
"Change of Scope Order" shall have the meaning set forth in Clause 15.2.3;
"Coal" shall mean a fossilized solid fuel of vegetative origin;
"Coal Depot" shall have the meaning set forth in Clause 22.1.1;
"Coal Handling Plant" shall mean the plant/system for handling and transportation
of Coal at surface of the Mines;
"Coal Seam" shall have the meaning ascribed to it in the Mining Plan;
"Coal Tests" shall mean the tests set forth in Schedule-M to determine the
conformity of Coal with the provisions of this Agreement;
"COD" or "Commercial Operation Date" shall have the meaning set forth in Clause
14.2.1;
"Completion" shall have the meaning as set forth in Clause 14.3.1;
"Completion Certificate" shall have the meaning as set forth in Clause 14.3.1;
"Conditions Precedent" shall have the meaning set forth in Clause 4.1.1;
{"Consortium" shall have the meaning set forth in Recital (C);}
{"Consortium Member" shall mean a company specified in Recital (C) as a member
of the Consortium;}
"Construction Period" shall mean the period beginning from the Appointed Date
and ending on COD;
"Construction Works" shall mean all construction & excavation works and things
necessary to develop the Mines in accordance with this Agreement and includes the
Rail Track;
"Contract Period" shall mean the period starting on and from the date of Agreement
and ending on the Transfer Date.
"Contracted Capacity" shall have the meaning set forth in Clause 21.2.1;
"Contractor" shall mean the person or persons, as the case may be, with whom the
Mine Operator has entered into any EPC Contract, O&M Contract or any other

153
material agreement or contract for construction, operation and/or maintenance of the
Mines or matters incidental thereto, but does not include a person who has entered
into an agreement for providing financial assistance to the Mine Operator;
"Covenant" shall have the meaning set forth in Clause 5.2.5;
"CPI (IW)" shall mean the consumer price index for industrial workers as published
by the Labour Bureau, Government of India and shall include any index which
substitutes the CPI (IW), and any reference to CPI (IW) shall, unless the context
otherwise requires, be construed as a reference to the CPI (IW) published for the
period ending with the preceding quarter, save and except that for the purposes of
quarterly revision of the Mining Charge in accordance with the provisions of Clause
28.1.1, the revision due for and in respect of any quarter shall be computed with
reference to CPI (IW) as on the last date of the preceding quarter;
"CP Satisfaction Notice" shall have the meaning set forth in Clause 4.1.6;
"Cure Period" shall mean the period specified in this Agreement for curing any
breach or default of any provision of this Agreement by the Party responsible for such
breach or default and shall:
(a) commence from the date on which a notice is delivered by one Party to the
other Party asking the latter to cure the breach or default specified in such
notice;
(b) not relieve any Party from liability to pay Damages or compensation under
the provisions of this Agreement; and
(c) not in any way be extended by any period of Suspension under this
Agreement;
provided that if the cure of any breach by the Mine Operator requires any reasonable
action by the Mine Operator that must be approved by the Authority, the applicable
Cure Period shall be extended by the period taken by the Authority to accord their
approval;
"Damages" shall have the meaning set forth in sub-clause (cc) of Clause 1.2.1;
"Debt Service" shall mean the sum of all payments on account of principal, interest,
financing fees and charges due and payable in an Accounting Year to the Senior
Lenders under the Financing Agreements;
―Declared Capacity‖ shall have the meaning set forth in Clause 22.1.4;
―Declared Grade‖ shall have the meaning set forth in Clause 30.1.1;
"Delivery" shall mean loading and delivery of Coal at the Delivery Point and the
terms "Deliver" and "Delivered" shall be construed according;
"Delivery Point" shall mean any of the sidings or loading points at or adjacent to the
Site or other location(s) identified by the Authority, at which the Mine Operator
Delivers Coal in accordance with the terms of this Agreement;

154
―Depreciated Value‖ shall mean the lower of: (a) audited book value of the Capital
Works or Project Specific Assets (as the case may be); and (b) value of the Capital
Works or Project Specific Assets (as the case may be), as assessed by an independent
third party valuer who shall be selected and appointed by the Authority, within 15
(fifteen) days of Termination for submitting his assessment within 30 (thirty) days of
his appointment hereunder;
―Detailed Project Report‖ or ―DPR‖ shall have the meaning set forth in Clause
5.14;
"Development Period" shall mean the period from the date of this Agreement until
the Appointed Date;
―Dispatch Instructions‖ shall have the meaning set forth in Clause 24.1;
"Dispute" shall have the meaning set forth in Clause 44.1.1;
"Dispute Resolution Procedure" shall mean the procedure for resolution of Disputes
set forth in Article 44;
"Divestment Requirements" shall mean the obligations of the Mine Operator for and
in respect of Termination set forth in Clause 38.1.1;
"Document" or "Documentation" shall mean documentation in printed or written
form, or in tapes, discs, drawings, computer programmes, writings, reports,
photographs, films, cassettes, or expressed in any other written, electronic, audio or
visual form;
"Drawings" shall mean all of the drawings, calculations and documents pertaining to
the Mines as set forth in Schedule-H, and shall include `as built' drawings of the
Mines;
"Emergency" shall mean a condition or situation that is likely to endanger the
security of the individuals on or about the Mines, including Buyers thereof, or which
poses an immediate threat of material damage to any of the Project Assets;
"Encumbrance" shall mean, any encumbrance such as mortgage, charge, pledge,
lien, hypothecation, security interest, assignment, privilege or priority of any kind
having the effect of security or other such obligations, and shall include any
designation of loss payees or beneficiaries or any similar arrangement under any
insurance policy pertaining to the Mines, where applicable herein but excluding
utilities referred to in Clause 11.1;
"Engineer in charge" shall have the meaning set forth in Clause 26.1;
"EPC Contract" shall mean the engineering, procurement and construction contract
or contracts entered into by the Mine Operator with one or more EPC Contractors for,
inter alia, engineering and construction of the Mines in accordance with the
provisions of this Agreement;
"EPC Contractor" shall mean the person with whom the Mine Operator has entered
into an EPC Contract;

155
"Equipment" shall mean the tools, machinery, vehicles and other equipment
provided or installed at the Mines and used for excavation and Delivery of Coal for
purposes incidental or consequential thereto;
"Equity" shall mean the sum expressed in Indian Rupees representing the issued and
paid up equity share capital of the Mine Operator for meeting the equity component
of the Annual Contract Value, and for the purposes of this Agreement, shall include
convertible instruments or other similar forms of capital, which shall compulsorily
convert into equity share capital of the Mine Operator, and any interest-free funds
advanced by any shareholder of the Mine Operator for meeting such equity
component;
"Exploration Charge" shall have the meaning set forth in Clause 28.3.1;
"Financial Close" shall mean the fulfillment of all Conditions Precedent to the initial
availability of funds under the Financing Agreements;
"Financial Default" shall have the meaning set forth in Schedule-R;
"Financial Model" shall mean the financial model adopted by Senior Lenders, setting
forth the capital and operating costs of the Project and revenues therefrom on the
basis of which financial viability of the Project has been determined by the Senior
Lenders, and includes a description of the assumptions and parameters used for
making calculations and projections therein;
"Financial Package" shall mean the financing package indicating the total capital
cost of the Project and the means of financing thereof, as set forth in the Financial
Model and approved by the Senior Lenders, and includes Equity, all financial
assistance specified in the Financing Agreements and Subordinated Debt, if any;
"Financing Agreements" shall mean the agreements executed by the Mine Operator
in respect of financial assistance to be provided by the Senior Lenders by way of
loans, guarantees, subscription to non-convertible debentures and other debt
instruments including loan agreements, guarantees, notes, debentures, bonds and
other debt instruments, security agreements, and other documents relating to the
financing (including refinancing) for the Project, and includes amendments or
modifications made in accordance with Clause 5.2.3;
"Geological Report" shall have the meaning set forth in clause 5.12;
"Force Majeure" or "Force Majeure Event" shall have the meaning set forth in
Clause 34.1;
"Government" shall mean the Government of India or the Government of the State
having territorial jurisdiction over the Mines, as the case may be;
"Government Instrumentality" shall mean any department, division or sub-division
of the Government of India or of any State and includes any commission, board,
authority, agency or municipal and other local authority or statutory body including
Panchayat, under the control of the Government of India or of any State, as the case
may be, and having jurisdiction over all or any part of the Mines or the performance
of all or any of the services or obligations of the Mine Operator under or pursuant to
this Agreement;

156
―Grade Slippage‖ shall have the meaning set forth in Clause 23.2.3;
―GST‖ shall mean the goods and services tax levied and collected in India;
―IBC‖ shall mean the Insolvency and Bankruptcy Code, 2016, read with all rules,
regulations, circulars, guidelines and notifications thereunder (as amended from time
to time);
"Incentive" shall mean a payment due to the Mine Operator, in accordance with the
provisions of this Agreement, for any delivery, performance or outcome, as the case
may be, which is better than the standards specified in respect thereof;
"Indemnified Party" shall mean the Party entitled to the benefit of an indemnity
pursuant to Clause 42.3;
"Indemnifying Party" shall mean the Party obligated to indemnify the other Party
pursuant to Clause 42.3;
―Independent Laboratory‖ shall have the meaning set forth in Clause 23.2.1;
"Indirect Political Event" shall have the meaning set forth in Clause 34.3;
"Inspection Report" shall have the meaning set forth in Clause 13.2;
"Insurance Cover" shall mean the aggregate of the maximum sums insured under the
insurances taken out by the Mine Operator pursuant to Article 32, and includes all
insurances required to be taken out by the Mine Operator under Clause 32.2 but not
actually taken, and when used in the context of any act or event, it shall mean the
aggregate of the maximum sums insured and payable or deemed to be insured and
payable in relation to such act or event;
"Intellectual Property" shall mean all patents, trademarks, service marks, logos, get-
up, trade names, internet domain names, rights in designs, blue prints, programmes
and manuals, drawings, copyright (including rights in computer software), database
rights, semi-conductor, topography rights, utility models, rights in know-how and
other intellectual property rights, in each case, whether registered or unregistered and
including applications for registration, and all rights or forms of protection having
equivalent or similar effect anywhere in the world;
"Key Performance Indicators" shall have the meaning set forth in Clause 25.1;
"Measurement" shall have the meaning set forth in Clause 19.7.1;
{"Lead Member" shall have the meaning set forth in Recital (C);}
"Lenders' Representative" shall mean the person duly authorised by the Senior
Lenders to act for, and on behalf of, the Senior Lenders with regard to matters arising
out of, or in relation to, this Agreement, and includes its successors, assigns and
substitutes;
"LOA" or "Letter of Award" shall mean the letter of award referred to in Recital
(C);

157
"Maintenance Manual" shall have the meaning set forth in Clause 16.3.1;
"Maintenance Programme" shall have the meaning set forth in Clause 16.4.1;
"Maintenance Requirements" shall have the meaning set forth in Clause 16.2;
"Manager" shall have the same meaning as ascribed to such term in the Mines Act,
1952 and rules and regulations thereunder;
―MCLR of State Bank of India‖ shall mean the marginal cost lending rates for
1(one) year as determined by State Bank of India from time to time, as the same may
be announced through such media as the State Bank of India may deem fit and any
such announcement through any media shall be sufficient notice to the Parties.
"Material Adverse Effect" shall mean any act or event that materially and adversely
affects the ability of either Party to perform any of its obligations under and in
accordance with the provisions of this Agreement;
"Mine Operator Default" shall have the meaning set forth in Clause 37.1.1;
"Mines" shall have the meaning set forth in Recital (A);
"Mining Charge" shall have the meaning set forth in Clause 28.1.1;
―Mine Closure Plan‖ shall mean the mine closure plan prepared in accordance with
the ‗Guidelines for Preparation of Mine Closure Plan‘ issued by the Ministry of Coal,
Government of India, from time to time;
"Mining Scheme" shall have the meaning set forth in Clause no 1.1.4 of RFB;
"Mining Plan" shall include Mine Closure Plan and shall mean the mining plan
prepared and approved under and in accordance with the provisions of the Mineral
Concession Rules, 1960, and the latest guidelines issued by the Ministry of Coal,
Government of India as amended from time to time, or any substitute thereof;
"Miscellaneous Invoice" shall have the meaning set forth in Clause 29.1.3;
"Monthly Capacity" shall have the meaning set forth in Clause 21.2.1;
"Monthly Invoice" shall have the meaning set forth in Clause 29.1.1;
"Moving Equipment" shall mean any equipment or vehicle which is moved around
in the normal course of its usage and does not include any equipment which is
installed on the ground in a stationery position;
"MT" shall mean a million Tonne;
"New Code for Uniform System of Maintenance, Control and Verification of
Coal Stock in all Mines of Coal India Limited" shall mean the codes approved in
the 273
rd
meeting of the board of directors of Coal India Limited held on 20.09.2011
or any subsequent modifications/ order in this regard.

158
"Nominated Company" shall mean a company selected by the Lenders'
Representative and proposed to the Authority for substituting the Mine Operator in
accordance with the provisions of the Substitution Agreement;
"Non-Political Event" shall have the meaning as set forth in Clause 34.2;
"Notional Stripping Ratio" shall mean the anticipated average stripping ratio for the
life of the Mines as estimated by the Authority at the time of Bid, which is equal to
4.26;
"O&M" shall mean the operation and maintenance of the Mines and includes all
matters connected with, or incidental to, such operation and maintenance, and
provision of services and facilities in accordance with the provisions of this
Agreement;
"O&M Contract" shall mean the operation and maintenance contract that may be
entered into between the Mine Operator and the O&M Contractor for performance of
all or any of the O&M obligations;
"O&M Contractor" shall mean the person, if any, with whom the Mine Operator has
entered into an O&M Contract for discharging the O&M obligations for and on
behalf of the Mine Operator;
"O&M Expenses" shall mean expenses incurred by or on behalf of the Mine
Operator or by the Authority, as the case may be, for all O&M including (a) cost of
salaries and other compensation to employees, (b) cost of materials, supplies, utilities
and other services, (c) premia for insurance, (d) all Taxes, duties, cess and fees due
and payable for O&M, (e) all repair, replacement, reconstruction, reinstatement,
improvement and maintenance costs, (f) payments required to be made under the
O&M Contract or any other contract in connection with, or incidental to, O&M, and
(g) all other expenditure required to be incurred under Applicable Laws, Applicable
Permits and this Agreement;
"O&M Inspection Report" shall have the meaning set forth in Clause 19.3;
"Operation Period" shall mean the period commencing from COD and ending on the
Transfer Date;
"Overburden" shall mean the rock, soil and ecosystem that lies above the Coal Seam
and is removed during surface mining, and may be used to restore an exhausted
mining site to a semblance of its appearance before mining began;
"Overburden Adjustable Amount" shall have the meaning set forth in Clause 20.3.1;
"Owner" shall have the meaning ascribed to such term in the Mines Act, 1952;
"Panel of Chartered Accountants and Cost and Management Accountants" shall
have the meaning set forth in Clause 33.2.1;
"Parties" shall mean the parties to this Agreement collectively and "Party" shall
mean any of the parties to this Agreement individually;
"Performance Guarantee" shall have the meaning set forth in Clause 39.2.3;

159
"Performance Period" shall mean the period starting on and from the Appointed
Date and ending on the Transfer Date.
"Performance Security" shall have the meaning set forth in Clause 9.1.1;
"Political Event" shall have the meaning set forth in Clause 34.4;
"Price Index" shall be construed in the following manner:
(a) 20% (twenty per cent) of the component shall be fixed and shall not be
subjected to any escalation whatsoever;
(b) 25% (twenty five per cent) of the component shall be subjected to the
percentage change in the WPI for industrial machinery published by the
Ministry of Commerce and Industry, Government of India, for the category
‗mining/quarrying/metallurgical machinery/parts‘;
(c) 5% (five per cent) of the component shall be subjected to the percentage change
in the WPI for the subcategory ‗lubricants‘ published by the Ministry of
Commerce and Industry, Government of India;
(d) 25% (twenty five per cent) of the component shall be subjected to the percentage
change in the wages of unskilled category employees as per High Power
Committee (HPC) recommendation; and
(e) 25% (twenty five per cent) of the component shall be subjected to the percentage
change in the WPI for the sub-category ‗high speed diesel oil‘.
"Project" shall mean the construction, operation and maintenance of the Mines in
accordance with the provisions of this Agreement, and includes all works, services
and equipment relating to or in respect of the Scope of the Project;
"Project Affected Persons" or "PAPs" shall have the same meaning as ascribed to
such term in the R&R Plan;
"Project Agreements" shall mean this Agreement, the Financing Agreements, EPC
Contract, O&M Contract and any other material agreements or contracts that may be
entered into by the Mine Operator with any person in connection with matters relating
to, arising out of, or incidental to the Project, but does not include Substitution
Agreement or any agreement for procurement of goods and services involving a
consideration of upto Rs.100,000,000 (Indian Rupees ten crore);
"Project Assets" shall mean physical and other assets relating to and forming part of
the Project, including:
(a) rights over the Site;
(b) tangible assets such as civil works and equipment including foundations,
embankments, pavements, electrical systems, communication systems, relief
centres and administrative offices;
(c) all rights of the Mine Operator under the Project Agreements;
(d) financial assets, such as receivables, security deposits etc;
(e) insurance proceeds; and
(f) Applicable Permits and authorisations relating to, or in respect of, the Mines;

160
It is hereby clarified that the Moving Equipment and other movable assets (including
but not limited to heavy earth moving machinery) shall not be included within the
meaning of the Project Assets.
"Project Completion Schedule" shall mean the progressive Project Milestones set
forth in Schedule-G to be submitted by the Mine Operator for completion of the
milestones on or before the Appointed Date;
"Project Facilities" shall mean all the amenities and facilities situated on the Site, as
described in Schedule-C;
"Project Milestones" shall mean the project milestones set forth in Project Completion
Schedule;
―Project Specific Assets‖ shall mean the Project Assets, as listed in Annex-V of
Schedule B;6
―Pure Agent‖ shall mean the ―pure agent‖ as defined under Rule 33 of the Central
Goods and Services Tax Rules, 2017 (as amended from time to time) and in this
regard, the Parties shall enter into a pure agency agreement in the format as set forth
in Schedule-S.
"Rail Track" shall have the meaning set forth in Clause 12.1.5;]
"R&R Costs" shall mean the costs for Rehabilitation and Resettlement including the
cost of land in terms of the R&R Plan;
"R&R Plan" shall mean the plan on Rehabilitation and Resettlement of Project
Affected Persons prepared and approved in accordance with the Agreement and
Applicable Laws;
"Re.", "Rs." or "Rupees" or "Indian Rupees" shall mean the lawful currency of the
Republic of India;
"Reference Index Date" shall mean, in respect of the specified month or quarter, as
the case may be, that last day of the preceding month or quarter with reference to
which the Price Index, WPI, price of diesel or tariff of electricity, as the case may be,
is revised;
"Rehabilitation and Resettlement" shall mean the rehabilitation and resettlement of
Project Affected Persons in accordance with the R&R Plan;
"Request for Bid" or "RFB" shall have the meaning set forth in Recital (B);
"Rules" shall have the meaning set forth in Clause 44.3.1;
"Safety Requirements" shall have the meaning set forth in Clause 17.1.1;
"Scheduled COD" shall mean 1st day of the succeeding Accounting Year of the year
in which production of Coal for at least (50% (fifty percent) of the Contracted
Capacity is scheduled earliest in the approved Mining Plan;
6
Construction Works shall be excluded in Project Specific Assets.

161
"Scheduled Completion Date" shall mean the date on which all the project
milestones (Project Milestone I, Project Milestone II, Project Milestone III) as
submitted by the Mine Operator are scheduled to be completed;
―Scheduled Maintenance" shall have the meaning set forth in Clause 16.4.4;
"Scheduled Overburden Quantity‖ shall have the meaning set forth in Clause
20.2.1;
"Scope of the Project" shall have the meaning set forth in Clause 2.1;
"Senior Lenders" shall mean the financial institutions, banks, multilateral lending
agencies, trusts, funds and agents or trustees of debenture holders, including their
successors and assignees, who have agreed to guarantee or provide finance to the
Mine Operator under any of the Financing Agreements for meeting all or any part of
the investment for the Project and who hold pari passu charge on the assets, rights,
title and interests of the Mine Operator;
"Site" shall have the meaning as set forth in Clause 10.2.2;
"Specifications and Standards" shall mean the specifications and standards relating
to the quality, quantity, capacity and other requirements for the Mines, as set forth in
Schedule-D, and any modifications thereof, or additions thereto, as included in the
design and engineering for the Mines submitted by the Mine Operator to, and
expressly approved by, the Authority;
"Standard Industry Practice" shall mean the practices, methods, techniques,
designs, standards, skills, diligence, efficiency, reliability and prudence which are
generally and reasonably expected from a reasonably skilled and experienced
operator engaged in the same type of undertaking as envisaged under this Agreement
and which would be expected to result in the performance of its obligations by the
Mine Operator in accordance with this Agreement, Applicable Laws and Applicable
Permits in reliable, safe, economical and efficient manner, and includes prudent
mining practices generally accepted by mine owners and operators for ensuring safe,
economic, reliable and efficient excavation, operation and maintenance of the Mines
and for providing safe, economic, reliable and efficient excavation of Coal and
Delivery thereof;
"State" shall mean the State or the Union Territory, as the case may be, in which the
Project is situate and "State Government" means the government of that State or
Union Territory;
"Stripping Ratio" shall mean the in-situ volume of Overburden to be removed in
cubic metres for each Tonne of Coal produced. For the avoidance of doubt, the
Stripping Ratio shall be reviewed at the beginning of each Accounting Year by the
Mine Operator in the presence of the Engineer in charge;
"Subordinated Debt" shall mean the aggregate of the following sums expressed in
Indian Rupees or in the currency of debt, as the case may be, outstanding as on the
Transfer Date:

162
(a) the principal amount of debt provided by lenders or the Mine Operator's
shareholders for meeting the investment for the Project and subordinated to
the financial assistance provided by the Senior Lenders; and
(b) all accrued interest on the debt referred to in sub-clause (a);
provided that if all or any part of the Subordinated Debt is convertible into Equity at
the option of the lenders and/or the Mine Operator's shareholders, it shall for the
purposes of this Agreement be deemed to be Subordinated Debt even after such
conversion and the principal thereof shall be dealt with as if such conversion had not
been undertaken;
"Substitution Agreement" shall have the meaning set forth in Clause 40.3.1;
"Suspension" shall have the meaning set forth in Clause 36.1;
"Taxes" shall mean any Indian taxes including GST, customs duties, cess and any
impost or surcharge of like nature (whether Central, State or local) on the goods,
materials, equipment and services incorporated in and forming part of the Mines,
charged, levied or imposed by any Government Instrumentality, but excluding any
interest, penalties and other sums in relation thereto imposed on any account
whatsoever. For the avoidance of doubt, Taxes shall not include taxes on corporate
income;
"Termination" shall mean the expiry or termination of this Agreement;
"Termination Notice" shall mean the communication issued in accordance with this
Agreement by one Party to the other Party terminating this Agreement;
"Termination Payment" shall mean the amount payable under, and in accordance
with, this Agreement, by the Authority to the Mine Operator upon Termination. For
the avoidance of doubt, it is expressly agreed that the amount payable shall be subject
to the limitations specified in Clause 37.4;
"Tests" shall mean the tests set forth in Schedule-I to determine the completion of
Mines in accordance with the provisions of this Agreement and shall, mutatis
mutandis, include similar tests to determine completion of Additional Capacity, if
any;
"Tonne" shall mean a metric tonne equal to 1000kg;
"Transfer Date" shall mean the date on which this Agreement expires pursuant to the
provisions of this Agreement or is terminated by a Termination Notice;
―Undelivered Coal‖ shall have the meaning set forth in Clause 28.5.1;
"Unforeseen Event" shall have the meaning set forth in Clause 34.11;
"Vesting Certificate" shall have the meaning set forth in Clause 38.4;
"WPI" shall mean the wholesale price index for all commodities as published by the
Ministry of Commerce and Industry, Government of India and shall include any
index which substitutes the WPI, and any reference to WPI shall, unless the context

163
otherwise requires, be construed as a reference to the WPI published for the period
ending with the preceding month, save and except that for the purposes of quarterly
revision of the Mining Charge in accordance with the provisions of Clause 28.1.1, the
revision due for and in respect of any quarter shall be computed with reference to
WPI as on the last date of the preceding quarter.

164
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED
THIS AGREEMENT AS OF THE DAY, MONTH AND YEAR FIRST ABOVE
WRITTEN.
THE COMMON SEAL OF MINE
OPERATOR has been affixed pursuant to the
resolution passed by the Board of Directors
of the Mine Operator at its meeting held on
the …………. day of
20….. hereunto affixed in the presence of
…………., Director, who has signed these
presents in token thereof and …………….,
Company Secretary / Authorised
Officer who has countersigned the
same in token thereof
$
:
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
(e-mail address)
For and on behalf of AUTHORITY by:
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
(e-mail address)
In the presence of:
1. 2.
___________
$
To be affixed in accordance with the articles of association of the Mine Operator and the resolution passed
by its Board of Directors

166
SCHEDULE – A
(See Clause 10.1)
SITE OF THE PROJECT
1. The Site
1.1 Site of the Project shall include: (a) the land, buildings, Coal Handling Plant, Coal
Depot, power distribution sub-stations, workshops and any other associated
structures as described in Annex-I of this Schedule A; (b) the land, buildings and
bunkers/ silos as described in Annex-II of this Schedule A; and (c) the land,
buildings, Rail Track, electrical lines and electrical plants as described in Annex-III
of this Schedule A.
1.2 Additional land required for Overburden dumps, ancillary buildings, extension/
addition of Mines or for construction of works specified in Change of Scope
Order shall be acquired in accordance with the provisions of this Agreement.
Upon acquisition, such land shall form part of the Site and vest in the Authority.

167
Annex - I
(Schedule-A)
Site of the Mines
Through suitable drawings and description in words, the land, buildings, Coal
Handling Plant, Coal Depot, power distribution sub-stations, workshops and any
other associated structures comprising the Site of the Mine shall be specified briefly
but precisely by the Mine Operator on the basis of the approved Mining Plan and
DPR. The document so prepared and duly approved by the Engineer in charge shall
be deemed to be a part of the Annex-I of Schedule-A.

168
Annex – II
(Schedule-A)
Site for the Railway Siding/ Delivery Point
Through suitable drawings and description in words, the land, buildings, and
bunkers/ silos comprising the Site for the railway siding/ Delivery Point shall be
specified briefly but precisely by the Mine Operator on the basis of the approved
Mining Plan and DPR. The document so prepared and duly approved by the
Engineer in charge shall be deemed to be a part of the Annex-II of Schedule-A.
A suitable railway siding at a suitable place is to be constructed by the Mine
Operator. The approximate distance of the railway siding from the Mines may vary
from 2-5 km. Loading on wagons at the railway siding shall be the Delivery
Point for this Project.

169
Annex – III
(Schedule-A)
Site for the Rail Track
Through suitable drawings and description in words, the land, buildings, rail track,
electrical lines and electrical plants comprising the Site for the Rail Track shall be
specified briefly but precisely by the Mine Operator on the basis of the approved
Mining Plan and DPR. The document so prepared and duly approved by the
Engineer in charge shall be deemed to be a part of the Annex-III of Schedule-A.
Around 15 (fifteen) km railway line is to be constructed to connect with Dumka-
Rampurhat railway line.

170
SCHEDULE — B
(See Clause 2.1)
DEVELOPMENT OF THE MINES
1 Mines
1.1 Development of the Mines shall include construction of the Coal Handling Plant,
Coal Depot, power distribution sub-stations, workshops, road works and any other
associated structures and installation of equipment, as described in this Schedule-B
and in Schedule-C.
1.2 Mines shall be developed by the Mine Operator in conformity with the Mining Plan
and the Specifications and Standards set forth in Annex-I and Annex-II of Schedule-
D.
1.3 The Mine Operator shall conduct a proper DGPS survey of the area of the Mines,
physically mark the boundary of the block, erect and number the pillars.
2 Removal of Overburden
2.1 Development of the Mines shall include excavation of Overburden and deposit
thereof, as described in Annex-I of this Schedule-B.
2.2 Removal of Overburden shall be undertaken by the Mine Operator in conformity
with the Mining Plan.
3 Rail Track
3.1 Rail Track shall include electrical lines, electrical plants and other associated
structures as described in Annex-II of this Schedule-B.
3.2 Rail Track shall be constructed by the Mine Operator in conformity with the
Specifications and Standards set forth in Annex-III of Schedule-D.

171
Annex – I
(Schedule-B)
Description of Mines7
The Description of the Mines shall be prepared in the following format by the
Mine Operator in accordance with the approved Mining Plan and DPR. The
Description of the Mines so prepared and duly approved by the Engineer in
charge shall be deemed to be a part of the Annex-I of Schedule-B.
1. Capacity of the Mines
The Mine shall have a capacity to excavate and deliver Coal equivalent to the
Contracted Capacity.
2. Project Facilities
The Project Facilities shall be constructed in conformity with Annex -I of Schedule-
C.
3. Specifications and Standards
The development of Mines and installation of Equipment shall be in conformity with
the Specifications and Standards specified in Annex -I and Annex-II respectively of
Schedule-D.
4. Description of the Mines
The Mines shall be developed as briefly described below:
A. Mines
(i) Type: Opencast
(ii) Number of Coal Seams to be mined:
(iii) Targeted mine capacity in MT per annum:
(iv) Geo-mining characteristics:
(Indicate Seam Gradient — Variation, Average Gradient of quarry floor, etc.)
(v) Details of geological disturbances: number of faults and details thereof
(throw and extent):
(vi) Presence of in-seam band, Seam-wise (numbers and thicknesses of each
band):
(vii) Sequence of Coal Seam and parting:
7
This description of Mine should be as per approved Mining Plan/ project report.

172
(viii) Mine parameters:
Parameters Unit
Quarry
MinimumMaximum
Dimensions of the quarry along strike (on floor) m
Depth of quarry m
Dip rise length (on floor) m
Final Quarry Floor area km2
Final Quarry Surface area km2
Mineable reserves (MT)
Total Overburden (Mcum)
(ix) Mining method for Overburden removal:
(Briefly describe the mining system for Overburden and give year-wise
Overburden removal schedule)
(x) Mining method for Coal winning:
(Briefly describe the Coal winning method including thrust area of
Government such as adaptation of advanced scientific technology,
environmental friendly mining process, first mile connectivity etc.)
(xi) Mining system and system parameters:
(To provide Mine specific details regarding bench height, width, etc. as per
Mining Plan.)
B. Coal Handling Plant
Briefly describe the Coal Handling Plant indicating the following:
(i) Capacity of the Coal Handling Plant:
(ii) Receiving arrangement for run-off mine Coal:
(iii) Crushing arrangement:
(iv) Storage arrangement:
(v) Conveying system:
(vi) Loading arrangement:
C. Electricity Distribution Sub-station/ Distribution System
(Briefly describe the power distribution substation and power distribution
system indicating incoming voltage, distribution voltage, estimated load,
etc.)
D. Installation of Equipments
(Briefly describe the major equipments to be installed for mining indicating
the size, numbers, availability, utilisation, etc. of such equipments.)
E. Pumping and Drainage

173
(Briefly describe the pumping and drainage system, including effluent
treatment system, indicating the number of pumps, lay-out, design, etc. of
pumping installation and drainage system.)

174
Annex - II
(Schedule-B)
Description of Rail Track
1 Length of the Rail Track
Around 15 (fifteen) km Rail Track is to be constructed to connect with the existing
Dumka Rampurhat railway line.
The brief description including the length of the Rail Track as provided in the
approved Mining Plan shall be deemed to be a part of this paragraph.
2 Project Facilities
The Project Facilities shall be constructed in conformity with Annex-III of
Schedule-C.
3 Specifications and Standards
The Rail Track shall be constructed in conformity with the Specifications and
Standards specified in Annex-III of Schedule-D.

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Annex-III
(Schedule-B)
(Refer Clause 5.12)
(Scope of Works and obligations related to Exploration)
The Mine Operator shall undertake the detailed exploration in accordance with
modified Indian Standard Procedure for Coal Resource Estimation, 2022, as
amended from time to time, or any other subsequent guidelines issued by the
Government regarding exploration. The detailed exploration proposed to be
conducted in the block includes the following activities to be carried out by the Mine
Operator:
1. Preparation of Exploration Scheme. Timeline for exploration in forest area and non-
forest areas in the block shall be specified separately in the Scheme.
2. 14325 meters of vertical diamond core drilling in HQ/NQ/BQ or equivalent sizes
having envisaged depth of up to 700 meters (approximate) with >90% recovery in
coal and >80% recovery in non-coal portion; sealing of boreholes and erection of
borehole pillars. (The total meterage indicated may vary by + 30% depending on the
complexities revealed during exploration and actual requirement.)
3. Topographical survey (on RF 1:4000/5000) including surface contours, boreholes and
geophysical points and determination of reduced levels of boreholes. Surface Contour
interval to be decided by the Engineer in charge.
4. SURVEY:
i) DGPS survey to be done for fixing and collection of co-ordinates of block boundary
& GSI, CMPDIL boreholes in the block.
ii) Establishment of concrete pillars of all boundary points fixed at 50 (fifty) m
intervals and at boundary corners.
iii) All the primary control stations shall be connected to Survey of India GRS
benchmark.
iv) Surveyor shall maintain field book. All relevant observations shall be noted and
field sketches prepared in the field book only. This field book shall be submitted on
demand.
v) Soft copy of raw data taken by any electronic survey equipment and processed data
shall be preserved in suitable media such as CD/ DVD/ External HDD and shall be
provided on demand by the agency engaged for survey.
5. Detailed geological mapping (on RF 1:4000/5000) including outcrops of different
lithological units/coal seams, structural details.
6. Detailed drill core logging (lithological characteristics, structural features,
geotechnical properties, RQD).
7. Packing and transportation of coal cores to laboratories for chemical analysis.
Preparation of analysis advices for chemical analysis of coal cores of all boreholes
covering required parameters for coking and non-coking coal (as the case may be);
analysis advice to include band by band for all coal seams (100%), proximate
(overall) analysis (100%), determination of calorific value (100%) and special tests

176
for selected samples (10%) and petrographic studies of minimum two representative
coal core samples of each potential seams and arrangement for above analysis.
8. Environmental base line data may be generated and provided in Geological Report.
9. Geological modeling through computer including all available geological and
geophysical data of the block.
10. Formulation of Interim Geological Note, draft Geological Report and final Geological
Report
11. Geophysical logging: Minimum 70% of the core boreholes drilled (Base Log,
Resistivity, Dual Density, Caliper, N. Gamma, SPR).
12. Resistivity survey: 32-line km equally distributed in the entire block.
13. Dual receiver sonic logging: 3500m in approximately 25% of the core boreholes
drilled. 2 no boreholes proposed for PMT studies should be logged by sonic logging.
14. Geological Modeling: The Mine Operator shall take up geological modeling through
computer including all available geological and geophysical data of the block. The
Mine Operator to provide the software based geological model in MINEX format.
15. HYDRO-GEOLOGY
a) Establishing Pump well and observation wells: Drilling of One pump well (size:
12/14 inches dia.) maximum depth of 300 mts. depending on the aquifer intersection
and drilling of observation wells (size 6 inches dia.) 1 to 2 in numbers for
Amarkonda-Murgadangal block.
b) Conducting Pumping Test: Conducting pump test in 6/12 inches diameter casing
well with suitable submersible pumps constant/ varying discharge (100 to 300 gpm)
with head of around 100mts for 36 hours /each discharge and recovery test for 18/24
hours continuously. In case of any major breakdown in pumping test within 24 hours,
re-test has to be carried out. Recovery Rate Test (RRT) has also to be carried out 70
to 80% recovery of total drawdown.
c) Preparation of Hydro Geological Report: Collection, compiling regional
meteorological & Hydrological data, delineation and description of various aquifer
zones with the help of borehole lithological cross section and incorporating the data
based on the pumping test, aquifer parameter estimations like transmissivity,
storativity, hydraulic conductivity, leakage factor, area of influence should be
submitted in the form of Hydrological report. Quantity of water to be pumped for safe
mining shall be included in the report. During pumping test water samples should be
collected on 12 hour basis and analysis should be done for anions, cations, TDS,
conductivity, PH, Iron as Fe, Silica, Co2, Total alkalinity, Hardness. (Temporary,
Permanent, F, NO3, Mn and should be incorporated in the report).
The quoted Base mining charge shall include above cost and no separate payment will
be entertained.
16. PHYSICO-MECHANICAL & GEOTECHNICAL INVESTIGATION:

177
Field Investigations: Drilling/Coring
Coring shall be done for the entire depth of the boreholes. Packing and transportation
of non-coal cores of two boreholes in Amarkonda-Murgadangal block wherein
maximum strata and coal seams have been intersected to laboratory for Physico-
mechanical investigation. Dual receiver sonic logging shall must be carried out for the
boreholes earmarked for PMT studies.
(i) Standard Penetration Test (SPT): Conducting Standard Penetration Test (SPT)
at 1.5 metres interval up to 30 metres below ground level and for the entire range of
strata below 30 metres depth interval may be 1.5 to 3.0 metres and at change of strata
up to a depth of 50 metres in two boreholes for Amarkonda-Murgadangal block.
(ii) Sample Collection: In addition to SPT samples, samples covering all strata in
each borehole shall be collected and packed properly in PVC pipes for sending to
laboratory for undertaking various geo-mechanical laboratory tests as per IS standards
for the parameters furnished in the following table.
Sl. No. Description
1. Natural Moisture content
2 Degree of Saturation
3 Grain size distribution (Gravel, Sand, Silt & Clay)
4 Atternberg Limits (Liquid Limit, Plastic Limit & Consistency Index)
5 Volume Weight (Bulk & Dry Density)
6 Swelling Parameter
7 Un-confined compressive strength
8 Cohesion and angle of internal friction based on Triaxial test
(Unconsolidated Undrained Test - UUT)
9 Direct Shear test
10 Tensile strength (Rock cores only)
11 Modulus of Elasticity
12 Coefficient of Permeability (Falling or Constant Head Laboratory
Permeability test)
13 Cutting Resistance
14 RQD
15 Point Load Test
16 Slake durability Test
17 Density
18 Porosity
(iii) Report preparation:
Draft Report: Draft Geotechnical study report incorporating all field and laboratory
investigation data and Physico-Mechanical Test data generated during Detailed
Exploration with interpretation, evaluation & discussion of soil/rock parameters,
analysis of slope stability and bearing strength of each litho unit shall be submitted.
The Report shall also contain detailed Slope Stability parameters like Bench width,
individual Bench slope, overall all bench slopes, factor of safety etc of Excavation
benches, Internal dump and External Dump. The slope stability analysis shall be done
with aid of latest slope stability software. The slope stability study shall be taken up
with reputed institutions like CIMFR, CMPDI, IIT (Kharagpur), BHU etc. The Draft
report shall be submitted to ECL within Three weeks of completion of field work for

178
scrutiny by ECL. CMPDI will scrutinize the Draft report on behalf of ECL. After
scrutinizing the draft report, ECL will offer its views/comments within two-week time
from the date of receipt of draft report from the MDO.
Final Report: Final Geotechnical study report copies shall be submitted after
incorporating the views/suggestions indicated by ECL in the draft report submitted by
the MDO. The final report should be submitted within two weeks from the receipt of
the corrected draft report from ECL. A soft copy of the final report in editable form
including field & laboratory data, plans/maps, annexure etc. shall be submitted in a
CD along with the final report.
Other related obligations of the Mine Operator:
1. The Mine Operator shall carry out drilling in HQ/NQ/BQ sizes. Reduction in size of
boreholes below BQ size shall not be allowed.
2. The Mine Operator shall make efforts to obtain maximum core recovery in coal
seams and non-coal strata. In no case the recovery should be less than 80% in non-
coal and 90% in coal strata, except in fault zone, weathered zone, soil and structurally
disturbed area.
3. Boreholes are desired to be vertical. The Mine Operator will take all possible
precautions and skill to maintain verticality of the boreholes.
4. The locations of the boreholes finalized in consultation with CMPDI shall be fixed on
the ground by the Mine Operator.
5. In case there is a deviation in any borehole drilled, the borehole deviation survey is to
be carried out by the Mine Operator. Further if the depth of any borehole drilled is
more than 600m, borehole deviation survey shall be mandatory for that borehole.
6. After completion of drilling, each borehole shall be sealed (plugged) by the Mine
Operator. After sealing, the Mine Operator shall construct and erect pillars of
standard size (specified by CMPDI) with borehole number at the borehole sites.
7. The Mine Operator shall be responsible for:
(i) Preservation of cores with proper depth markings at the end of every run,
(ii) Geological logging of the cores and keeping cores ready for inspection,
(iii) Providing strong core boxes and preserving samples therein duly wrapped in
polythene,
(iii) Sending packed core boxes for chemical/ physico-mechanical investigations on
coal cores / borehole cores to the laboratories for analysis.
8. The Mine Operator shall prepare and submit an Interim Geological Note (IGN) to the
Authority within one month after completion of 50% of the estimated drilling
meterage for the block. The IGN shall be examined by Central mine Planning and
Design Institute Limited (CMPDI). On the basis of CMPDI‘s recommendations the
further drilling activities shall be carried out by the Mine Operator.
9. The Mine Operator shall prepare the draft Geological Report in a specific format (to
be provided the Authority / CMPDI) and submit it to the Authority for vetting
purpose.

179
10. The Mine Operator shall attend and incorporate in the Geological Report all vetting
comments given on the draft Geological Report for finalization.
11. Any additional data of the block provided by the Authority/ CMPDI shall have to be
incorporated and interpreted by the Mine Operator in the Geological Report.
Notes:
1. In case of lower core recovery in normal geological conditions or jamming of the
boreholes before completion of depth, deviation drilling/re-drilling shall be carried
out by the Mine Operator on the instruction of Engineer in charge. However, if re-
drilling is resorted to, the borehole location point shall be at the nearest possible
distance from the original borehole and the Mine Operator shall be free to do non-
coring drilling up to the depth from where the coring drilling is required for
generating cores with stipulated recovery.
2. If a borehole fails to drill up to the targeted depth due to drilling difficulties or
otherwise, the Mine Operator shall have to re-drill a fresh borehole in lieu of the
abandoned borehole. However, the Mine Operator need not to drill a fresh borehole in
lieu of that abandoned borehole in which more than 80% of the targeted depth has
been achieved provided that number of such abandoned boreholes are within 10% of
the planned number of boreholes for the block and they are scattered over the block.
3. For chemical analysis of coal cores and physico-mechanical investigation of non-coal
cores the Mine Operator is free to select any accredited laboratory in consultation
with CMPDI. On completion of analysis/investigation, the Mine Operator shall
submit the copy of the reports of analysis/investigation to the Authority.
4. Decision of Closure of the boreholes shall be taken in consultation with CMPDI.
5. The Mine Operator shall submit the recorded data of geophysical investigations
carried out by him, in digital format.
6. The Mine Operator is required to carry out multi-parametric geophysical logging in
consultation with CMPDI to support the drilling data. The multi-parametric
geophysical logging must include following:
(i) DUAL DENSITY, (ii) CALIPER, (iii) NATURAL GAMMA RAY, (iv) SINGLE
POINT RESISTANCE (v) SP-SELF POTENTIAL (SP); and (vi) RESISTIVITY
LOGS.
7. Locations of all surface features (natural & artificial) shall be surveyed by the Mine
Operator for their three dimensional co-ordinates. Spot levels at suitable intervals
shall be taken up for generating contours at specified interval for the entire area. The
detailed survey for topographical mapping shall be carried out with reference to the
primary order of Control Stations or by establishing secondary order of Control
Stations (with reference to primary order of control station), depending upon nature
and extent of the area. Any unusual condition or formation on the ground, forest area,
location of rock outcrops (if visible on the surface) and springs / falls, possible
aggregate deposits etc. shall also be surveyed.

180
8. Spot levels shall be taken at about every 20m interval and also at closer interval
wherever abrupt change in ground elevation is found so that sufficient points properly
distributed over entire area shall be located for generating contours at specified
intervals.
9. All surface features, contours including control stations, boundary pillars, forest area
existing and / or abandoned quarried etc. shall be shown on topographical plan / map
by means of conventional symbols (preferably symbol of Survey of India Maps).
10. The field survey work shall be conducted with DGPS/Total Station associated with
software(s), Auto Set / Precise leveling and other required surveying equipment in the
following steps.
i) Establishing horizontal and vertical controls of primary and secondary/ tertiary
orders.
ii) Detailed surveying and leveling for locating all kinds of surface features (natural
& man made) and contours at specified intervals.
iii) All surveying and leveling operations shall commence and close upon known
control stations.
iv) All necessary precautions as per standard survey practice should be scrupulously
observed to avoid various types of errors.
v) Borehole and Block Boundary to be surveyed on WGS-84 Platform. The base
should be fixed in consultation with CMPDI.
11. Accuracy of the surveying & leveling: Linear accuracy of triangulation /
trilateration (b) should be 1:1000. Minimum accuracy of the surveying and leveling
shall be as follows:
Sl.
No.
Type of surveying
& leveling
Accuracy in surveying Accuracy
in leveling
Remarks
Angular Linear
1. Primary order
a) Traversing
b) triangulation /
trilateration
c) Levelling for B.M
establishment
LC√n
second
15 second
(triangles
closure)
-
1:10,000
-do-
(discrepancy
between
measured &
computed
base)
-
-
-
(+/-) 1 cm
per km
Where LC is
the least
count of the
instrument
and n is no.
of traverse
stations
2. Secondary order
a) Traversing
b) Levelling for B.M
establishment
10√ n
second
-
1:5000
-
-
(+/-) 1 cm
per km
-do-

181
CMPDI's Scope of Work:
a) CMPDI shall provide overall supervision for the exploration activities to be carried
out by the Mine Operator.
b) CMPDI shall scrutinize the exploration scheme, suggest and approve the borehole
locations, select/approve boreholes for special tests, randomly/regularly check and
verify completed and ongoing works; and decide need of geophysical
logging/surface geophysical surveys, etc.
c) CMPDI shall examine the Interim Geological Note (IGN) submitted by the Mine
Operator and shall recommend for further drilling activities.
d) CMPDI shall scrutinize the draft Geological Report submitted by the Mine
Operator and submit its comments/observations within 30 (thirty) days which needs
to be incorporated by the Mine Operator in final Geological report.
e) CMPDI shall scrutinize the final Geological report to verify incorporation of its
comments given earlier on draft Geological report within 15 (fifteen) days.

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Annex-IV
(Schedule-B)
Capital Works
In accordance with the approved Mining Plan and DPR the Mine Operator shall
prepare the list, description & brief specification of Capital Works. The document so
prepared and duly approved by the Engineer in charge shall be deemed to be a part
of the Annex-IV of Schedule-B.

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Annex-V
(Schedule-B)
List of Project Specific Assets
1. Electronic weighbridges
2. Pumps
3. Fire hydrant system
{Note: Any other Project Assets mutually agreed by the Parties may be
included in the list. Construction Works, Moving Equipment and other
movable assets (including but not limited to heavy earth moving machinery)
shall not be included in this list.}

184
Annex-VI
(Schedule-B)
[Details of Land as available shall be provided by ECL]
{Insert schedule on land}
{Schedule of land (phase wise) to be handed over to the Mine Operator shall be provided}

185
SCHEDULE—C
PROJECT FACILITIES
The Mine Operator shall construct the Project Facilities in accordance with the
provisions of this Agreement.
2 Project Facilities for Mines
Project Facilities forming part of the Mines and to be completed on or before
Completion have been described in Annex-I of this Schedule-C.
3 Project Facilities for township
Project Facilities forming part of the township and to be completed on or before
Completion have been described in Annex-II of this Schedule-C.
4 Project Facilities for Rail Track
Project Facilities forming part of the Rail Track and to be completed on or before
Completion have been described in Annex-III of this Schedule-C.

186
Annex - I
(Schedule-C)
Project Facilities for Mines
The Mine Operator shall construct the Project Facilities in this Annex -1 to form part
of the Mines. The Project Facilities shall include but not limited to the following:
(a) Coal Depot;
(b) Laboratory and testing facilities;
(c) Workshops;
(d) Fire hydrant system;
(e) Weighbridge at the Coal Depot;
(f) Roads & culverts including approach road;
(g) Common facility centre;
(h) Security equipment including closed-circuit television (―CCTV‖);
(i) RFID system for tracking of truck movement; and
(j) [Others (to be specified)]
2 Description of Project Facilities
The Project Facilities are briefly described below:
(a) Coal Depot
The Mine Operator shall construct and operate a Coal Depot for storage of Coal in
accordance with the provisions of Article 22 of this Agreement.
(b) Laboratory and testing facilities
The Mine Operator shall procure and ensure provision of a laboratory with the
requisite instruments and calibration facilities to check all tools, instruments, jigs and
fixtures and for testing of Coal.
(c) Workshops
The Mine Operator shall construct the workshops with the requisite equipment, tools
and other facilities to cater to the needs of daily maintenance, scheduled maintenance,
lubrication, routine inspection, minor/medium repair and replacement of parts/sub-
assemblies of Equipment.

187
(d) Fire hydrant system
A fire hydrant system shall be installed in conformity with Applicable Laws,
Applicable Permits and Standard Industry Practice and shall include adequate water
storage, pumping capacity and distribution network. Smoke detectors, fire alarms and
water sprinklers shall also be provided in critical areas of the Mines.
(e) Weighbridge at the Coal Depot
The Mine Operator shall provide for required number of weighbridges for weighment
of truck/vehicle loaded with Coal as per the Detailed Project Report/Mining Plan.
Suitable weighing instrumentation shall be installed at the Coal Depot. The
weighbridges shall be calibrated in accordance with the Specifications and Standards.
(f) Roads & culverts including approach road
The Mine Operator shall construct and maintain haul roads and approach roads
required for excavation and transportation of Coal equivalent to the Contracted
Capacity.
(g) Common Facility Centre
The Mine Operator shall construct a common facility centre which shall include a
cafeteria, recreation facilities, medical aid centre and restrooms for use by the
personnel deployed on the Project.
(h) Security equipment including Closed-circuit television (CCTV)
All entry and exit points, Coal Depot, Coal Handling Plant, buildings, structures and
passages used for transporting of Overburden/Coal within the Mines shall be
equipped with a CCTV system capable of retaining recorded footage for a period of
one month. The Mine Operator shall install and operate such other equipment as may
be required in accordance with Applicable Laws, Applicable Permits and Standard
Industry Practice for assurance of the security of personnel and Coal at the Mines.

188
Annex – II
(Schedule-C)
[Project Facilities for Township]8
The Mine Operator shall construct the Project Facilities described in this Annex-II as
per the Detailed Project Report to form part of the township for the Project. These
Project Facilities may include but not limited to the following:
(a) Administrative and housing complex;
(b) Primary health centre with at least 6 (six) beds;
(c) Secondary school, Community center, ATM etc.
(a) Administrative and housing complex
The Mine Operator shall construct an administrative and housing complex on or near
the Site with the requisite space and facilities for office and residential buildings. The
complex shall also provide for sufficient space for commercial facilities including
bank, post office, business centre and shops/kiosks. The Mine Operator shall provide
a furnished project office with all furniture & fittings and residential buildings with
all amenities for the personnel of the Authority deputed at the Site.
(b) Primary Health Centre
The Mine Operator shall build a primary health centre, with at least 6 (six) beds, in
conformity with standards followed by the State Government with sufficient space
and facilities for in-patient care and diagnostic facilities.
(c) The brief description and requirement of project office and residential buildings for
the personnel of the Authority are given below:
Project Office: Plinth area: 461 (four hundred sixty one) sq.m.
Residential Building:
i) A- type quarters (Plinth area 63 m2
), Number of units : 6 (six)
ii) B- type quarters (Plinth area 73 m2
), Number of units : 37 (thirty seven)
iii) C- type quarters (Plinth area 101.5 m2
), Number of units : 16 (sixteen)
iv) D- type quarters (Plinth area 153.4 m2
), Number of units : 9 (nine)
(For multi storied building Plinth area may be considered as Floor area)
8
Project specific requirements to be decided by subsidiary company

189
Sl. Items Brief Description
1 Type of Structure
R.C.C. Frame Structure. Barrier free entry like ramp for differently abled
persons shall be provided as per requirement.
2 Type of Roofing RCC Flat Roof with proper drainage arrangement
3 Plastering
a) Rough side 15 MM. Thick using 1:6 cement mortar
b) Smooth side 12 MM. Thick using 1:6 cement mortar
c) Ceiling 6 MM. Thick using 1:4 cement mortar
4 Walls
a) External Full brickwork using 1:6 cement mortar
b) Internal Half brickwork using 1:4 cement mortar
5 Shelves/ Counter 40/50 MM. thick precast RCC slab(1:2:4)
6 Flooring
a) Toilet Antiskid tiles
b) Other Areas Vitrified Tiles
c) Dado Upto full height in kitchen & Toilet
d) Counter Granite top
e) External Circulation Space Antiskid Ceramic tiles of appropriate grade.
7 Frame & Shutter
a) Doors
Frame - 2nd class teak wood/ UPVC extruded frame section with wall
thickness minimum 2mm/ powder coated or extruded tubular section/
engineered wood section.
Shutter- 35 MM. thick flush door shutters (both sides decorative) and
required fittings.
b) Cupboards
25 MM. thick flush door shutters (one side decorative) and required
fittings.
c) Toilet Doors
Frame - 2nd class teak wood/ UPVC extruded frame section with wall
thickness minimum 2mm/ powder coated or extruded tubular section/
engineered wood section.
Shutter- 35 MM. thick flush door shutters and required fittings.
8 Windows
Preferably 3 track Aluminum frame with 4 MM. thick glass & required
fittings, M.S. Grill with mosquito net. Use of recyclable material and
polymers like CPVC may be encouraged.
9 Railing & hand rails Stainless steel
10 Wall Finishing
a) POP/Putty 1 MM. thick putty on Internal walls
b) External Textured acrylic paint finish
c) Internal Low VOC acrylic emulsion Paint
d) Common Areas Acrylic Distemper

190
11 Painting
a) Wood work Synthetic enamel paint over a coat of ready mixed primer
b) Steel work Synthetic enamel paint over a coat of ready mixed primer
12 Roof Treatment
Roof shall have minimum gradient of 1:100. Appropriate water proofing
admixtures to be added with concrete. Provision of Gola, adequate rain
water down comer to be kept.
13 Water Supply
a) Pipe
Internal concealed CPVC pipes & External exposed CPVC pipes on
wall. Plumbing for water purifier, geyser and washing machine shall be
made.
b) Fittings & Arrangement
All fixtures shall be of CP. kitchen sink shall be of Stainless steel.
Separate tanks for kitchen and toilets as per requirement of dual
flushing system.
14 Sanitary
a) Pipe CPVC pipes. Provisions for dual plumbing system shall be made.
b) Fittings
Minimum one no. Indian type WC in each unit. Health faucet with each
WC. Cistern with dual flushing system, Wash Basin with mirror as per
drawing, Shower, Towel rail & soap holder in each toilet.
15 Electrical
a) Wiring Concealed Wiring
b) Fitting & Fixtures As per requirement

191
Annex – III
(Schedule-C)
Project Facilities for Railway Siding
The Mine Operator shall construct the Project Facilities described in this Annex - III
to form part of the railway siding. The Project Facilities shall include:
(a) Rapid loading system/ loading arrangements;
(b) Access road to the railway siding;
(c) Office space for the Authority at the railway siding;
(d) Weighbridge; and
(e) Others (as per Mining Plan)
(a) Railway Siding
The Mine Operator shall construct the railway siding with a capacity to handle
transportation of Coal equivalent to the Contracted Capacity. The Mine Operator shall
at all times ensure availability of requisite facilities including silos/bunkers and
system for loading of Coal on the wagons.
(b) Access road to the Railway Siding
The Mine Operator shall construct and maintain the approach roads required for
transportation of Coal to the railway siding.
(c) Office space
The Mine Operator shall provide for office space with requisite facilities for use by
the Authority at the railway siding to enable it to discharge its day-to-day functions.
(d) Weighbridge
The Mine Operator shall provide for required number of weighbridges as per the
Mining Plan/ Detailed Project Report for weighment of truck/vehicle loaded with
Coal. Suitable weighing instrumentation shall be installed at the railway siding. The
weighbridges shall be calibrated in accordance with the Specifications and Standards.

192
SCHEDULE – D
SPECIFICATIONS AND STANDARDS
1 Development of Mines
The Mine Operator shall comply with the Specifications and Standards set forth in
Annex-I of this Schedule-D for development of the Mines.
2 Equipment
Annex-II of this Schedule-D for installation/ deployment of Equipment.
3 Mining Plan
The Mining Plan shall be prepared by the Mine Operator as per existing guidelines
issued by Ministry of Coal, Government of India, in conformity with the Mining
Scheme submitted with the Bid. Detailed Project Report shall be prepared in
accordance with the Mining Plan
The Mine Operator shall comply with the approved Mining Plan set forth in Annex –
III of this Schedule D, as may be modified from time to time in conformity with
Applicable Laws.
4 Rail Track
Annex-III of this Schedule-D for construction of Rail Track.

193
Annex - I
(Schedule-D)
Specifications and Standards for Development of the Mines
1 Standards and Specifications
Subject to the provisions of Paragraph 2 of this Annex -I, the development of Mines
shall conform with the provisions of the Mining Plan which shall be deemed to be the
Specifications and Standards.
2 Additional Specifications and Standards
Notwithstanding anything to the contrary contained in Paragraph 1 of this Annex - I,
the additional Specifications and Standards in compliance to conditions of DGMS or
other Government Instrumentality shall apply to the development of Mines, and for
purposes of this Agreement, the Specifications and Standards referred to in Paragraph
1 shall be deemed to be amended to the extent set forth in this Paragraph 2.

194
Annex – II
(Schedule-D)
Specifications and Standards for Equipment
1 Standards and Specifications
Subject to the provisions of Paragraph 2 of Annex-II, the installation of Equipment at
the Mines shall conform with the provisions of the Mining Plan which shall be
deemed to be the Specifications and Standards.
2 Additional Specifications and Standards
Notwithstanding anything to the contrary contained in Paragraph 1 of this Annex - II,
the additional Specifications and Standards in compliance to conditions of DGMS or
other such regulatory authorities shall apply to the installation of Equipment at the
Mines, and for purposes of this Agreement, the Specifications and Standards referred
to in Paragraph 1 shall be deemed to be amended to the extent set forth in this
Paragraph 2.

195
Annex – III
(Schedule-D)
Specifications and Standards for the Rail Track
1 Manual of Specifications and Standards to apply
Subject to the provisions of Paragraph 2 of this Annex -III, the Rail Track shall
conform to the specifications and standards of the Ministry of Railways as applicable
to the Rail Track.
2 Deviations from the standards and specifications
Notwithstanding anything to the contrary contained in the specifications and
standards referred to in Paragraph 1 of this Annex-III, the specifications and
standards as amended by Ministry of Railways shall apply to the Rail Track, and for
purposes of this Agreement, the specifications and standards referred to in Paragraph
1 shall be deemed to be amended to the extent set forth in this Paragraph 2.

196
SCHEDULE - E
(See Clause 4.1.3)
APPLICABLE PERMITS
PART I
1 Applicable Permits prior to Appointed Date
The Mine Operator shall obtain, as required under Applicable Laws, the following
Applicable Permits on or before the Appointed Date,
(a) License for use of explosives;
(b) Permits or clearances required for undertaking exploration activities.
(c) Applicable Permits for and in respect of employment of labour at the Mines
and
(d) Any other permits or clearances required under Applicable Laws.
PART II
2 Applicable Permits during Performance Period
The Mine Operator shall obtain, as required under Applicable Laws, the following
Applicable Permits prior to commencement of the relevant activity:
(e) Clearance of the Pollution Control Board of the State Government for
installation of diesel generator sets;
(f) Permission of the State Government for cutting of trees; and
(g) Any other permits or clearances required under Applicable Laws.

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SCHEDULE - F
(See Clause 9.1 and Clause 39.2.3)
PERFORMANCE SECURITY
[[**** {name of the company}]
WHEREAS:
(A) ………………….. (the "Mine Operator") and [name of the company] represented
by *** and having its principal offices at ***** ("Authority") have entered into an
agreement (the ―Agreement‖), LOA dated…….., whereby the Authority has agreed
to the Mine Operator undertaking the development of Mines, and for mining of Coal
and Delivery thereof, subject to and in accordance with the provisions of the
Agreement.
(B) The Agreement requires the Mine Operator to furnish a Performance Security to the
Authority of a sum of {Rs. * * * * * cr. (Rupees * * * * * crores)} (the "Guarantee
Amount") as security for due and faithful performance of its obligations, under and
in accordance with the Agreement, during the Contract Period and up to 90 (ninety)
days after the Contract Period (the ―Guarantee Period‖).
(C) The Mine Operator shall keep the Performance Security valid, effective and in full
force in an extendable/ renewable manner revolving after a period of at least 3
(three) years.
(D) We, ……………………….. through our branch at …………………….. (the
"Bank") have agreed to furnish this bank guarantee ("Guarantee") by way of
NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees and
affirms as follows:
performance of all or any of the Mine Operator‘s obligations, under and in
accordance with the provisions of the Agreement, on its mere first written demand,
and without any demur, reservation, recourse, contest or protest, and without any
reference to the Mine Operator, such sum or sums up to an aggregate sum of the
Guarantee Amount as the Authority shall claim, without the Authority being
required to prove or to show grounds or reasons for its demand and/ or for the sum
specified therein.
2. A letter from the Authority, under the hand of an officer not below the rank of a
General Manager or equivalent, that the Mine Operator has committed default in the
due and faithful performance of all or any of its obligations under and in accordance
with the Agreement shall be conclusive, final and binding on the Bank. The Bank
further agrees that the Authority shall be the sole judge as to whether the Mine
Operator is in default in due and faithful performance of its obligations under the
Agreement and its decision that the Mine Operator is in default shall be final, and
binding on the Bank, notwithstanding any difference between the Authority and the

198
Mine Operator, or any dispute between them pending before any court, tribunal,
arbitrators or any other authority or body, or by the discharge of the Mine Operator
for any reason whatsoever.
3. In order to give effect to this Guarantee, the Authority shall be entitled to act as if
the Bank were the principal debtor and any change in the constitution of the Mine
Operator and/or the Bank, whether by their absorption with any other body or
corporation or otherwise, shall not in any way or manner affect the liability or
obligation of the Bank under this Guarantee.
4. It shall not be necessary, and the Bank hereby waives any necessity for, or
obligation of, the Authority to proceed against the Mine Operator before presenting
to the Bank its demand under this Guarantee.
the Bank under this Guarantee and without any liability towards the Bank, to vary at
any time, the terms and conditions of the Agreement or to extend the time or period
for the compliance with, fulfillment and/or performance of all or any of the
obligations of the Mine Operator contained in the Agreement or to postpone for any
time, and from time to time, any of the rights and powers exercisable by the
Authority against the Mine Operator, and either to enforce or forbear from enforcing
any of the terms and conditions contained in the Agreement and/ or the securities
available to the Authority, and the Bank shall not be released from its liability and
obligation under this Guarantee by any exercise by the Authority of the liberty with
reference to the matters aforesaid or by reason of time being given to the Mine
Operator or any other forbearance, indulgence, act or omission on the part of the
Authority or of any other matter or thing whatsoever which under any law relating to
sureties and guarantors would, but for this provision, have the effect of releasing or
discharging the Bank from its liability and obligation under this Guarantee and the
Bank hereby waives all of its rights, remedies or recourse under any such law.
6. This Guarantee is in addition to, and not in substitution of, any other guarantee or
security now or which may hereafter be held by the Authority in respect of, or
relating to, the Agreement or for the fulfillment, compliance and/ or performance of
all or any of the obligations of the Mine Operator under the Agreement.
7. Notwithstanding anything contained hereinbefore, the liability of the Bank under
this Guarantee is restricted to the Guarantee Amount and this Guarantee will remain
in force until the expiry of the Guarantee Period, and upon the expiry of the
Guarantee Period, unless a demand or claim in writing is made by the Authority on
the Bank under this Guarantee no later than 6 (six) months from the date of expiry of
the Guarantee Period, all rights of the Authority under this Guarantee shall be
forfeited and the Bank shall be relieved from its liabilities hereunder.
8. The Bank undertakes not to revoke this Guarantee during its currency, except with
the previous express consent of the Authority in writing, and declares and warrants
that it has the power to issue this Guarantee and the undersigned has full powers and
authority to execute this Guarantee for and on behalf of the Bank.
addressed to the Bank at its above referred branch, which shall be deemed to have
been duly authorised to receive such notice and to effect payment thereof forthwith,

199
and if sent by post it shall be deemed to have been given at the time
when it ought to have been delivered in due course of post and in proving such
notice, when given by post, it shall be sufficient to prove that the envelope
containing the notice was posted and a certificate signed by an officer of the
Authority that the envelope was so posted shall be conclusive and binding on the
Bank.
10. Subject to clause 7 hereinabove, this Guarantee shall come into force with
immediate effect and shall remain in force and effect until the expiry of the
Guarantee Period or until it is released earlier by the Authority pursuant to the
provisions of the Agreement.
11. Capitalised terms used herein, unless specifically defined herein, shall have the
meaning assigned to them in the Agreement and the RFB.
the BANK by:
(Signature)
(Name)
(Designation)
(Code Number)
(Address)
NOTES:
(i) The bank guarantee should contain the name, designation and code number of the
officer(s) signing the guarantee.
(ii) The address, telephone number and other details of the head office of the Bank as
well as of issuing branch should be mentioned on the covering letter of issuing
Branch.
(iii) The bank guarantee issued in favour of the Authority shall be in paper form as well as
well as issued under structured financial messaging system (SFMS). The details of
beneficiary shall be provided to the successful bidder in due course of time.

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SCHEDULE –G
(See Clause 12.2)
PROJECT COMPLETION SCHEDULE
1 Project Completion Schedule
During Construction Period, the Mine Operator shall comply with the requirements
set forth in this Schedule-G for each of the Project Milestones and the Scheduled
Completion Date (the "Project Completion Schedule"). At least 15 (fifteen) days
prior to the completion date of each Project Milestone, the Mine Operator shall
notify the Authority of such compliance along with necessary particulars thereof.
On or before Appointed Date, the Mine Operator shall submit a Project Completion
Schedule in accordance with the Detailed Project Report and approved Mining Plan
and this Schedule-G.
In the Project Completion Schedule all the major activities during the Construction
Period shall be classified as Project Milestones such as Project Milestone-I, Project
Milestone-II, Project Milestone-III and so on. Start date and completion date against
each Project Milestone shall be provided.
2 Scheduled Completion Date
2.1 The Scheduled Completion Date will be the date on which all the project milestones
(Project Milestone I, Project Milestone II, Project Milestone III, …..) as above are
scheduled to be completed.
2.2 On or before the Scheduled Completion Date, the Mine Operator shall have
completed the 1
st
(first) phase of the development of Mines for excavation and
Delivery of Contracted Capacity of Coal in accordance with this Agreement.
3 Extension of period
Upon extension of any or all of the aforesaid Project Milestones or the Scheduled
Completion Date, as the case may be, under and in accordance with the provisions
of this Agreement, the Project Completion Schedule shall be deemed to have been
amended accordingly.

201
SCHEDULE - H
(See Clause 12.3)
DRAWINGS
1 Drawings
In compliance of the obligations set forth in Clause 12.3 of the Agreement, the Mine
Operator shall furnish to the Engineer in charge, free of cost, all Drawings listed in
Annex-I of this Schedule-H.
2 Additional drawings
If the Engineer in charge determines that for discharging its duties and functions
under this Agreement, it requires any drawings other than those listed in Annex -I, it
may by notice require the Mine Operator to prepare and furnish such drawings
forthwith. Upon receiving a requisition to this effect, the Mine Operator shall
promptly prepare and furnish such drawings to the Engineer in charge, as if such
drawings formed part of Annex-I of this Schedule-H.

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Annex - I
(Schedule-H)
List of Drawings
The Mine Operator is required to furnish all necessary drawings as per requirement given
under Clause 12.3. An illustrative list is given below.
I List of Drawings for the Mines
1. Location plan of the Mines
2. Topographical plan of the Site
3. Geographical plan
4. Floor contour plans of all Coal Seams
5. Coal Seam folio plans
6. Iso-grade plans showing iso-lines for specific gravity, Useful Heat Value,
Gross Calorific Value, ash percentage and grade of Coal
7. Surface plan
8. Ultimate pit configuration plan
9. Leasehold plan
10. Initial mining cut
11. Stage plan at the intervals of five years of mining operations
12. Final stage dump plan
13. Mine cross sections at representative alignments throughout the Mines
14. Key plan and flow diagram of Coal Handling Plant
15. Plan showing incoming power supply arrangement and for power distribution
16. General layout of workshop
II List of Drawings for the Rail Track
1. Location plan of the Rail Track.
2. Topographical plan of the Rail Track.
3. Layout plan of the loading station.

203
SCHEDULE - I
(See Clause 14.1.2)
TESTS
1. Schedule for Tests
1.1 The Mine Operator shall, no later than 60 (sixty) days prior to the likely completion
of the Construction Works and installation of Equipment at the Mines, notify the
Engineer in charge and the Authority of its intent to subject the Mines to Tests, and
no later than 10 (ten) days prior to the actual date of Tests, furnish to the Engineer in
charge and the Authority particulars of all works and equipment forming part of the
Mines.
1.2 The Mine Operator shall notify the Engineer in charge of its readiness to subject the
Mines to Tests at any time after 10 (ten) days from the date of such notice, and upon
receipt thereof, the Engineer in charge shall, in consultation with the Mine Operator,
determine the date and time for each Test. The Engineer in charge shall thereupon
conduct the Tests itself or cause any of the Tests to be conducted in accordance with
Article 14 and this Schedule-I.
2. Tests
In pursuance of the provisions of Clause 14.1.2 of this Agreement, the Engineer in
charge shall require the Mine Operator to carry out, or cause to be carried out, Tests
on the Mines and the Rail Track as specified in Paragraphs 3 and 4 of this Schedule-
I.
3. Mines
Tests for equipment
Engineer in charge shall conduct or cause to be conducted Tests, in accordance with
Standard Industry Practice, for determining the compliance of Equipment with the
Specification and Standards and Safety Requirements.
[Other Tests may be added here]
4. Rail Track
4.1 Trail run of Trains:
Engineer in charge shall conduct or cause to be conducted trail runs of trains to
determine the compliance of the Rail Track with the specification and standards laid
down for this purpose by the Ministry of Railways.
4.2 Tests for equipment
Engineer in charge shall conduct or cause to be conducted Tests, in accordance with
Standard Industry Practice, for determining the compliance of equipment, signaling
and telecommunication with the specification and standards laid down for this
purpose by the Ministry of Railways.

204
5. Common Tests
5.1 Visual and physical Test
The Engineer in charge shall conduct a visual and physical check of the Mines and
the Rail Track to determine that all works and equipment forming part thereof
conform to the provisions of this Agreement.
5.2 Safety review
Safety audit of the Mines shall have been undertaken by the safety officer as set
forth in Schedule-L, and on the basis of such audit, the Engineer in charge shall
determine conformity of the Mines with the provisions of this Agreement.
5.3 Environmental audit
The Engineer in charge shall carry out a check to determine conformity of the Mines
with the environmental requirements set forth in Applicable Laws and Applicable
Permits.
6. Agency for conducting Tests
All Tests set forth in this Schedule-I shall be conducted by the Engineer in charge or
such other agency or person as it may specify in consultation with the Authority.
7. Tests for Safety Certification
Tests for determining the conformity of the Mines with the Safety Requirements
shall be conducted in accordance with Standard Industry Practice and in conformity
with Applicable Laws.
8. Completion Certificate
Upon successful completion of Tests, the Engineer in charge shall issue the
Completion Certificate in accordance with the provisions of Article14.
9. Cost of Tests
9.1 The costs of conducting Tests shall be borne by the Mine Operator.
9.2 In the event any Test is required to be repeated by the Engineer in charge for reasons
not attributable to the Mine Operator, the cost of such Test shall be borne by the
Authority.
10. Tests during construction
Without prejudice to the provisions of this Schedule-I, tests during construction shall
be conducted in accordance with the provisions of Clause 13.3.1.

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SCHEDULE - J
(See Clause 14.4)
COMPLETION CERTIFICATE
1. I/We,...........................(Name of the Engineer in charge), acting as Engineer in
charge, under and in accordance with the agreement dated ……………….(the
"Agreement"), for exploration and development of the Mines with a Contracted
Capacity of…………….MT, through (Name of Mine Operator ), hereby certify that
the Tests specified in Article 14 and Schedule-I of the Agreement have been
successfully undertaken to determine compliance of the Mines/ phase……….. of the
Mines with the provisions of the Agreement.
2. It is certified that all Construction Works has been completed and all Project
Milestones as set forth in Schedule-G of this Agreement have been achieved with
full satisfaction.
3. It is also certified that, in terms of the aforesaid Agreement, all works forming part
of the Mines/ phase…….of the Mines have been completed and Completion has
been achieved.
Engineer in charge by:
(Signature)
(Name)
(Designation)
(Address)

206
SCHEDULE – K
(See Clause 16.1 and Clause 16.2)
MAINTENANCE REQUIREMENTS
1. Maintenance Requirements
1.1 The Mine Operator shall, at all times, operate and maintain the Mines and
Equipment in accordance with the provisions of the Agreement, Applicable Laws
and Applicable Permits. In particular, the Mine Operator shall, at all times during the
Operation Period, conform to the maintenance requirements set forth in this
Schedule-K (the "Maintenance Requirements").
1.2 The Mine Operator shall repair or rectify any defect or deficiency set forth in
Paragraph 2 of this Schedule-K and any failure in this behalf shall constitute a
breach of the Agreement.
2. Repair/rectification of defects and deficiencies
The obligations of the Mine Operator in respect of Maintenance Requirements shall
include repair and rectification of the defects and deficiencies, arising out of any
breakdown in Equipment and machinery, or, intimated in writing during inspection,
by (i) the Engineer in charge; (ii) the Manager; (iii) any representative of the
Authority; or (iv) any other inspecting official belonging to any statutory or
regulatory body, in accordance with Standard Industry Practice.
3. Rectification
No equipment or installation shall run or operate unless the defects and deficiencies
specified in Paragraph 2 of this Schedule-K are rectified and such rectification is
certified by the Engineer in charge.
4. Emergency repairs/restoration
Notwithstanding anything to the contrary contained in this Schedule-K, if any defect,
deficiency or deterioration in the Mines and Equipment poses a hazard to safety or
risk of damage to property, the Mine Operator shall promptly take all reasonable
measures for eliminating or minimising such danger.
5. Periodic inspection by the Mine Operator
The Mine Operator shall, through its engineer, undertake a periodic visual inspection
of the Mines and Equipment in accordance with the Maintenance Manual and
maintain a record thereof in a register to be kept in such form and manner as the
Engineer in charge may specify. Such record shall be kept in safe custody of the
Mine Operator and shall be open to inspection by the Authority and the Engineer in
charge at any time during office hours.

207
6. Divestment Requirements
All defects and deficiencies specified in this Schedule-K shall be repaired and
rectified by the Mine Operator so that the Mines and Equipment conforms to the
Maintenance Requirements on the Transfer Date.
7. Display of Maintenance Manual
The Mine Operator shall display a copy of the Maintenance Manual, specified in
Clause 16.3, and updated list of defects and deficiencies to be rectified, as specified
in Paragraph 2 of Schedule- K, at the workshop and other buildings/ structures in the
Mines as per Applicable Laws.

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SCHEDULE – L
(See Clause 17.1.1)
SAFETY REQUIREMENTS
1 Guiding principles
1.1 Safety Requirements aim at reduction in injuries, loss of life and damage to property
resulting from accidents on or about the Project, irrespective of the person(s) at
fault.
1.2 Users of the Mines include staff of the Mine Operator and its contractors working on
the Project.
1.3 Safety Requirements apply to all phases of exploration, construction, operation and
maintenance with emphasis on identification of factors associated with accidents,
consideration of the same and implementation of appropriate remedial measures.
1.4 Safety Requirements include a safety management system comprising of reduction
of, or wherever possible, mitigation of risks arising out of different operations and
also principal/ major mining hazards inherently present in the Mines including a
structured and scientific emergency response plan.
2 Obligations of the Mine Operator
The Mine Operator shall abide by the following insofar as they relate to safety of the
users:
(a) Applicable Laws and Applicable Permits;
(b) guidelines/ circulars/ bye laws of Directorate General of Mines Safety,
Ministry of Labour and Employment, Government of India and any order
made thereunder;
(c) provisions of this Agreement; and
(d) relevant standards/ guidelines contained in internationally accepted codes in
conformity with Applicable Laws; and
(e) Standard Industry Practice.
3 Safety measures during exploration, Development and Operation Period
3.1 The Mine Operator shall provide to the safety officer, in 4 (four) copies, the relevant
drawings containing the design details that have a bearing on safety of users (the
"Safety Drawings"). Such design details shall include the design of the Mines, Coal
Handling Plant and the Rail Track and other such installations along with other
incidental or consequential information. The safety officer shall review the design
details and after consulting the colliery engineer appointed pursuant to Regulation
32 of the Coal Mines Regulations, 2017, forward 3 (three) copies of the Safety
Drawings with its recommendations, if any, to the Engineer in charge who shall
record its comments, if any, and forward 1 (one) copy each to the Authority and the
Mine Operator within 15 (fifteen) days of the receipt thereof.

209
3.2 The design details shall be compiled, analysed and used by the safety officer for
evolving a package of recommendations consisting of safety related measures for
the Mines and the dedicated Rail Track. The safety audit shall be carried out by an
independent expert appointed by the Authority and be completed in a period of 3
(three) months and a report thereof (the "Safety Report") shall be submitted to the
Authority, in 5 (five) copies. Further, 1 (one) copy each of the Safety Report shall be
forwarded by the Authority to the Mine Operator and the Engineer in charge
forthwith.
3.3 The Mine Operator shall endeavour to incorporate the recommendations of the
Safety Report in the design of the Mines, as may reasonably be required in
accordance with Mining Plan, Applicable Laws, Applicable Permits, guidelines/
circulars of Directorate General of Mines Safety, Specifications and Standards, and
Standard Industry Practice. If the Mine Operator does not agree with any or all of
such recommendations, it shall state the reasons thereof and convey them to the
Authority forthwith.
3.4 Without prejudice to the provisions of Paragraph 3, the Mine Operator and the
Engineer in charge shall, within 15 (fifteen) days of receiving the Safety Report,
send their respective comments thereon to the Authority, and no later than 15
(fifteen) days of receiving such comments, the Authority shall review the same
along with the Safety Report and by notice direct the Mine Operator to carry out any
or all of the recommendations contained therein with such modifications as the
Authority may specify.
3.5 The Mine Operator shall make adequate arrangements during the Operation Period
for the safety of workers and other users of the Site in accordance with Applicable
Laws and Standard Industry Practice for safety in Mines, and notify the Authority
and the Engineer in charge about such arrangements.
3.6 The Mine Operator in consultation with the safety officer will prepare the safety
management plan, standard operating procedures, principal hazard management
plan, emergency response plan and other such plans required as per the statute.
3.7 Safety committee shall be constituted and will function as per statutory provisions.
4 Costs and expenses
Costs and expenses incurred in connection with the Safety Requirements set forth
herein, including the provisions of Paragraph 2 of this Schedule -L, shall be met by
the Mine Operator.

210
SCHEDULE - M
(See Clause 23.2.1)
COAL SAMPLING AND TESTING
At the Delivery Point, at least 1 (one) random sample of Coal shall be sampled and tested
in each shift as per the requirements listed below to determine the conformity thereof with
the Specifications and Standards
Sampling:
a. IS:436 (Part-I), Section I for manual sampling; and
b. IS:436 (Part-I), Section II for mechanical sampling
Analysis:
a. IS: 1350 (Part-II) for determination of Calorific value by bomb calorimeter
b. IS:1350 (Part-I) for Proximate analysis of Coal and coke
c. IS: 1353-1993 for test for carbonisation – caking index, swelling no. and gray king
assay (L.T.)

211
SCHEDULE - N
(See Clause 5.8)
LIST OF MANPOWER TO BE PROVIDED BY THE AUTHORITY
Sl.
No.
Particulars Category Total
(Grade) Strength
I
ADMINISTRATION &
SUPERVISION
A
PROJECT OFFICE & GEN
ADMN.
1 Project Oficer/ GM E-8 1
2 Chief Manager(Excv) E-7 1
3 Chief Manager(E&M) E-7 1
4 Chief Manager(Civil) E-7 1
5 Sr. Manager (Mining) E-6 1
6 Office Supdt. A 1
7 SR PA A1 1
8 Sr. Clerk B 1
9 Jr Steno D 3
10 Daftary G 1
11 Peon H 2
12 Store keeper A 1
Sub-Total 15
B
MINING SUPERVISION
AND SAFETY
1 Sr. Manager (Mining) E-6 1
2 Manager(Mining) E-5 3
3 Blasting Officer E-4 2
4 Dy Mgr(Min) E-4 2
5 Sr.Under manager E-3 4
6 Sr. PA/PA A 1
7 LDC/Typist D 1
8
Sr. Overman (Including Fire
fighting)
A 4
9 Overman B 8
10 Overman (Blasting) A 2
11 Mining Sirdar C 10
12 MTK/Register Keeper D 4
13 Peon H 2
Sub-Total 44
C
CHP, SILO & COAL
DISPATCH
1
Sr. Manager (Mining) (Coal
Despatch)
E-6 1
2 Manager (E&M) E-5 1
3 Manager (E&T) E-5 1
4 LDC/PC Operator/Dispatch D 2 + 1 (SAP related

212
Clerk work)
5 Peon H 1
Sub-Total 7
D SURVEY & PLANNING
1 Manager (Survey) E-5 1
2 Surveyor B 2
3 Chainman G 2
4 Survey Mazdoor Cat-1 2
Sub-Total 7
E ACCOUNTS
1 Manager(Finance) E-5 1
2 Accountant A 1
3 Accounts Clerk C 1
Sub-Total 3
F PERSONNEL & WELFARE
1 Manager (P&A)(Welfare) E-5 1
2 UDC C 1
3 LDC/PC Operator D 1
4 Peon H 1
Sub-Total 4
G WATCH & WARD
1 Manager (Security) E-5 1
2 Asst. Sub Inspector A 3
3 Havildar C 3
4 Security Guard E 9
H
RECLAMATION &
ENVIRONMENT
1 Manager (Environment) E-5 1
GRAND TOTAL 97
Note: Deployment of manpower and their category / scale may change in actual practice as per DGMS
guidelines / related circulars and relaxations if any.

213
SCHEDULE - O
(See Clause 26.2.1)
TERMS OF REFERENCE FOR ENGINEER IN CHARGE
1 Appointment of Engineer in charge
1.1 A senior level officer of the Authority shall be appointed by the Authority as the
‗Engineer in charge‘ to act as its authorised representative for the purpose of
administration and supervision of the Project (―Engineer in charge‖). The
appointment shall be made no later than 90 (ninety) days from the date of this
Agreement. It is hereby clarified that the Engineer in charge shall always be
appointed by the Authority from among its employees/officers.
2 Role and functions of the Engineer in charge
2.1 The role and functions of the Engineer in charge shall include the following:
(i) review of the Drawings and Documents as set forth in Paragraph 3;
(ii) review, inspection and monitoring of Construction Works as set forth in
Paragraph 4;

214
(iii) review, inspection and testing of Mines as set forth in Paragraph 4;
(iv) conducting Tests on completion of construction and issuing Completion
Certificate as set forth in Paragraph 4;
(v) review, inspection and monitoring of O&M as set forth in Paragraph 5;
(vi) review, inspection and monitoring of Divestment Requirements as set forth in
Paragraph 6;
(vii) determining, as required under the Agreement, the costs of any works or
services and/or their reasonableness;
(viii) determining, as required under the Agreement, the period or any extension
thereof, for performing any duty or obligation;
(ix) assisting the Parties in resolution of disputes as set forth in Article 44 of the
Agreement; and
(x) undertaking all other duties and functions in accordance with the Agreement.
2.2 The Engineer in charge shall discharge its duties in a fair, impartial and efficient
manner, consistent with the highest standards of professional integrity and Standard
Industry Practice.
3 Development Period
3.1 During the Development Period, the Engineer in charge shall undertake a review of
the exploration data and Drawings to be furnished by the Mine Operator along with
supporting data, including the geo-technical and hydrological investigations,
topographical surveys and other surveys. The Engineer in charge shall complete
such review and send its comments/observations to the Authority and the Mine
Operator within 15 (fifteen) days of receipt of such exploration data and Drawings.
In particular, such comments shall specify the conformity or otherwise of such
exploration data and Drawings with the Scope of the Project, Applicable Laws and
Specifications and Standards.
3.2 The Engineer in charge shall review any modified Drawings or supporting
Documents sent to it by the Mine Operator and furnish its comments within 7
(seven) days of receiving such Drawings or Documents.
3.3 The Engineer in charge shall review the Drawings, Documents and Safety Report
sent to it by the safety officer in accordance with Schedule-L and furnish its
comments thereon to the Authority and the Mine Operator within 15 (fifteen) days
of receiving such Drawings, Documents and Safety Report, as the case may be.
3.4 The Engineer in charge shall review the quality assurance procedures and the
procurement, engineering, excavation and construction time schedule sent to it by

215
the Mine Operator and furnish its comments within 15 (fifteen) days of receipt
thereof.
3.5 Upon reference by the Authority, the Engineer in charge shall review and comment
on the EPC Contract or any other contract for construction, excavation, operation
and maintenance of the Mines, and furnish its comments within 7 (seven) days from
receipt of such reference from the Authority.
4 Construction Period
4.1 In respect of the Drawings, Documents and safety report received by the Engineer in
charge for its review and comments during the Construction Period, the provisions
of Paragraph 3 shall apply mutatis mutandis.
4.2 The Engineer in charge shall review the monthly progress report furnished by the
Mine Operator and send its comments thereon to the Authority and the Mine
Operator within 7 (seven) days of receipt of such report.
4.3 The Engineer in charge shall inspect the Construction Works and Equipment once
every quarter, and make out a report of such inspection (the "Inspection Report")
setting forth an overview of the status, progress, quality and safety of construction,
the materials used and their sources, and conformity of Construction Works and
Equipment with the Scope of the Project and the Specifications and Standards. In a
separate section of the Inspection Report, the Engineer in charge shall describe in
reasonable detail the lapses, defects or deficiencies observed by it in the construction
of the Mines or in the Equipment. The Engineer in charge shall send a copy of its
Inspection Report to the Authority and the Mine Operator within 7 (seven) days of
the inspection.
4.4 The Engineer in charge may inspect the Mines more than once in a quarter if any
lapses, defects or deficiencies require such inspections.
4.5 For determining that the Construction Works conform to Specifications and
Standards, the Engineer in charge may require the Mine Operator to carry out, or
cause to be carried out, tests on a sample basis, to be specified by the Engineer in
charge in accordance with Standard Industry Practice for quality assurance.
4.6 The sample size of the tests, to be specified by the Engineer in charge under
Paragraph 4.5, shall comprise 5% (five per cent) of the quantity or number of tests
prescribed for each category or type of tests in accordance with Standard Industry
Practice; provided that the Engineer in charge may, for reasons to be recorded in
writing, increase the aforesaid sample size by up to 10% (ten per cent) for certain
categories or types of tests.
4.7 The timing of tests referred to in Paragraph 4, and the criteria for acceptance/
rejection of their results shall be determined by the Engineer in charge in accordance
with Standard Industry Practice. The tests shall be undertaken on a random sample
basis and shall be in addition to, and independent of, such tests that may be carried
out by the Mine Operator for its own quality assurance in accordance with Standard
Industry Practice.

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4.8 In the event that the Mine Operator carries out any remedial works for removal or
rectification of any defects or deficiencies, the Engineer in charge shall require the
Mine Operator to carry out, or cause to be carried out, tests to determine that such
remedial works have brought the Construction Works into conformity with the
Specifications and Standards, and the provisions of this Paragraph 4 shall apply to
such tests.
4.9 In the event that the Mine Operator fails to achieve any of the Project Milestones, the
Engineer in charge shall undertake a review of the progress of construction and
identify potential delays, if any. If the Engineer in charge shall determine that
completion of the Mines is not feasible within the time specified in the Agreement, it
shall require the Mine Operator to indicate within 15 (fifteen) days the steps proposed
to be taken to expedite progress, and the period within which COD shall be achieved.
Upon receipt of a report from the Mine Operator, the Engineer in charge shall review
the same and send its comments to the Authority and the Mine Operator forthwith.
4.10 The Engineer in charge shall carry out, or cause to be carried out, all the Tests
specified in Schedule-I and issue a Completion Certificate. For carrying out its
functions under this Paragraph 4 and all matters incidental thereto, the Engineer in
charge shall act under and in accordance with the provisions of Article 14 and
Schedule-I.
5 Operation Period
5.1 In respect of the Drawings, Documents and Safety Report received by the Engineer in
charge for its review and comments during the Operation Period, the provisions of
Paragraph 3 shall apply, mutatis mutandis.
5.2 The Engineer in charge shall review the annual Maintenance Programme furnished by
the Mine Operator and send its comments thereon to the Authority and the Mine
Operator within 15 (fifteen) days of receipt of the Maintenance Programme.
5.3 The Engineer in charge shall review the monthly status report furnished by the Mine
Operator and send its comments thereon to the Authority and the Mine Operator
within 7 (seven) days of receipt of such report.
5.4 The Engineer in charge shall inspect the Mines and make out an inspection report
("O&M Inspection Report") setting forth an overview of the status, quality and
safety of O&M including its conformity with the Key Performance Indicators,
Maintenance Requirements and Safety Requirements. In a separate section of the
O&M Inspection Report, the Engineer in charge shall describe in reasonable detail
the lapses, defects or deficiencies observed by it in O&M of the Mines. The Engineer
in charge shall send a copy of its O&M Inspection Report to the Authority and the
Mine Operator within 7 (seven) days of the inspection.
5.5 The Engineer in charge shall in its O&M Inspection Report specify the tests, if any,
that the Mine Operator shall carry out, or cause to be carried out, for the purpose of
determining that the Mines are in conformity with the Maintenance Requirements. It
shall monitor and review the results of such tests and the remedial measures, if any,
taken by the Mine Operator in this behalf.
5.6 The Engineer in charge shall determine if any delay has occurred in completion of
repair or remedial works in accordance with the Agreement.

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5.7 The Engineer in charge shall examine the request of the Mine Operator for closure
of any section of the Mines for undertaking maintenance/ repair thereof, keeping in
view the need to minimise disruption in generation and the time required for
completing such maintenance/ repair in accordance with Standard Industry Practice.
It shall grant permission with such modifications, as it may deem necessary, within
3 (three) days of receiving a request from the Mine Operator. Upon expiry of the
permitted period of closure, the Engineer in charge shall monitor the re-opening of
such section.
5.8 The Engineer in charge shall inspect the geometry of the Mines once every year, and
make out a report setting forth an overview of the status and safety of geometry of
the Mines and its conformity with the provisions of this Agreement. In a separate
section of the report, the Engineer in charge shall describe in reasonable detail the
lapses, defects or deficiencies observed by it. The Engineer in charge shall send a
copy of its report to the Authority and the Mine Operator within 7 (seven) days of
the inspection.
5.9 The Engineer in charge shall conduct or cause to be conducted at the Authority's
cost, testing of the samples of Coal collected from the Coal Seams from time to time
for determining the grade, ash and moisture content of Coal and their conformity
with the results of the tests conducted by the Mine Operator.
6 Termination
6.1 At any time, not earlier than 90 (ninety) days prior to Termination but not later than
15 (fifteen) days prior to such Termination, the Engineer in charge shall, in the
presence of a representative of the Mine Operator, inspect the Mines for determining
compliance by the Mine Operator with the Divestment Requirements set forth in
Clause 38.1 and, if required, cause tests to be carried out at the Mine Operator‘s cost
for determining such compliance. If the Engineer in charge determines that the
status of the Mines is such that its repair and rectification would require a larger
amount than the sum set forth in Clause 39.2, it shall recommend withholding of the
required amount by the Authority and the period of withholding thereof.
6.2 The Engineer in charge shall inspect the Mines once in every 15 (fifteen) days
during a period of 90 (ninety) days after Termination for determining the liability of
the Mine Operator under Article 39, in respect of the defects or deficiencies
specified therein. If any such defect or deficiency is found by the Engineer in
charge, it shall make a report in reasonable detail and send it forthwith to the
Authority and the Mine Operator.
7 Determination of costs and time
7.1 The Engineer in charge shall determine the costs, and/or their reasonableness, that
are required to be determined by it under the Agreement.
7.2 The Engineer in charge shall determine the period, or any extension thereof, that is
required to be determined by it under the Agreement.

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SCHEDULE - P
(See Clause 33.2.1)
PANEL OF CHARTERED ACCOUNTANTS AND
COST AND MANAGEMENT ACCOUNTANTS
1 Panel of Chartered Accountants and Cost and Management Accountants
[Auditors (both lead auditors and branch auditors) as available with the Authority
shall be listed here]

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SCHEDULE - Q
(See Clause 38.4)
VESTING CERTIFICATE
1 {***9
and having its offices at ***/} (the "Authority") refers to the agreement dated
…………………. (the "Agreement") entered into between the Authority and
…………………. (the "Mine Operator") for the procurement of coal which, inter
alia, includes development of the mines at ***** (the "Mines").
2 The Authority hereby acknowledges compliance and fulfillment by the Mine
Operator of the Divestment Requirements set forth in Clause 38.1 of the Agreement
on the basis that upon issue of this Vesting Certificate, the Authority shall be deemed
to have acquired, and all title and interest of the Mine Operator in or about the Mines
shall be deemed to have vested unto the Authority, free from any encumbrances,
charges and liens whatsoever.
3 Notwithstanding anything to the contrary contained hereinabove, it shall be a
condition of this Vesting Certificate that nothing contained herein shall be construed
or interpreted as waiving the obligation of the Mine Operator to rectify and remedy
any defect or deficiency in any of the Divestment Requirements and for relieving the
Mine Operator in any manner of the same.
4 Capitalised terms used, but not defined, herein shall have the meaning ascribed to
them under the Agreement.
Signed this ................ day of ................ ,20 ........ at ......................
AGREED, ACCEPTED AND SIGNED SIGNED, SEALED AND
DELIVERED
Mine Operator by: Authority by:
(Name) (Name)
(Address) (Address)
In the presence of:
1. 2.
9
All asterisks in this Model Agreement should be substituted by project -specific particulars in the draft
Agreement forming part of Bid Documents.

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SCHEDULE - R
(See Clause 40.3.1)
SUBSTITUTION AGREEMENT
THIS SUBSTITUTION AGREEMENT is entered into on this the ……..……….day of
…………… 20.... (hereinafter referred to as the "Agreement")
AMONGST
1 [****]10
and having its offices at [****] (hereinafter referred to as the "Authority"
which expression shall, unless repugnant to the context or meaning thereof, include
its successors and assigns);
2 {****} Limited, a company incorporated under the provisions of the Companies
Act, 2013 or any statutory re-enactment thereof and having its registered office at
{****} (hereinafter referred to as the "Mine Operator", which expression shall
unless repugnant to the context or meaning thereof, include its successors and
permitted assigns); and
3 {Insert name of Lenders' Representative} and having its registered office at {****},
acting for and on behalf of the Senior Lenders as their duly authorised agent with
regard to matters arising out of or in relation to this Agreement (hereinafter referred
to as the "Lenders' Representative", which expression shall, unless repugnant to
the context or meaning thereof, include its successors and assigns).
WHEREAS:
(A) The Authority has entered into an agreement dated {****} with the Mine Operator
(the "Contract Agreement") for the procurement of coal which, inter alia, include
development of the mines at [****] (the "Mines"), and a copy of which is annexed
hereto and marked as Annex-A to form part of this Agreement.
(B) Senior Lenders have agreed to finance the Project in accordance with the terms and
conditions set forth in the Financing Agreements.
(C) Senior Lenders have requested the Authority to enter into this Agreement for
securing their interests through assignment, transfer and substitution of the Contract
to a Nominated Company in accordance with the provisions of this Agreement and
the Contract Agreement.
(D) In order to enable implementation of the Project including its financing,
construction, operation and maintenance, the Authority has agreed and undertaken
to transfer and assign the Contract to a Nominated Company in accordance with the
terms and conditions set forth in this Agreement and the Contract Agreement.
10
All asterisks in this Model Agreement should be substituted by project-specific particulars in the draft
Agreement forming part of Bid Documents

222
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and
agreements set forth in this Agreement, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement, the following words and expressions shall, unless repugnant to
the context or meaning thereof, have the meaning hereinafter respectively assigned
to them:
"Financial Default" shall mean occurrence of a material breach of the terms and
conditions of the Financing Agreements or a continuous default in Debt Service by
the Mine Operator for a minimum period of 3 (three) months;
"Nominated Company" shall mean a company incorporated under the provisions
of the Companies Act, 1956/2013, including any re-enactment or amendment
thereof, selected by the Lenders' Representative, on behalf of Senior Lenders, and
proposed to the Authority for assignment/ transfer of the Contract as provided in this
Agreement;
"Notice of Financial Default" shall have the meaning ascribed thereto in Clause
3.2.1; and
"Parties" shall mean the parties to this Agreement collectively and "Party" shall
mean any of the Parties to this Agreement individually.
1.2 Interpretation
1.2.1 References to Lenders' Representative shall, unless repugnant to the context or
meaning thereof, mean references to the Lenders' Representative, acting for and on
behalf of Senior Lenders.
1.2.2 References to Clauses are, unless stated otherwise, references to Clauses of this
Agreement.
1.2.3 The words and expressions beginning with capital letters and defined in this
Agreement shall have the meaning ascribed thereto herein, and the words and
expressions used in this Agreement and not defined herein but defined in the
Contract Agreement shall, unless repugnant to the context or meaning thereof, have
the meaning ascribed to them in the Contract Agreement.
1.2.4 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the Contract
Agreement shall apply, mutatis mutandis, to this Agreement.
2 ASSIGNMENT
The Mine Operator hereby agrees to assign the rights, title and interest in the
Contract to, and in favour of, the Lenders' Representative pursuant to and in
accordance with the provisions of this Agreement and the Contract Agreement by

223
way of security in respect of financing by the Senior Lenders under the Financing
Agreements.
3 SUBSTITUTION OF THE MINE OPERATOR
3.1 Rights of substitution
3.1.1 Pursuant to the rights, title and interest assigned under Clause 2, the Lenders'
Representative shall be entitled to substitute the Mine Operator by a Nominated
Company under and in accordance with the provisions of this Agreement and the
Contract Agreement.
3.1.2 The Authority hereby agrees to substitute the Mine Operator by endorsement on the
Contract Agreement in favour of the Nominated Company selected by the Lenders'
Representative in accordance with this Agreement. For the avoidance of doubt, the
Senior Lenders or the Lenders' Representative shall not be entitled to operate and
maintain the Mines as Mine Operator either individually or collectively.
3.2 Substitution upon occurrence of Financial Default
3.2.1 Upon occurrence of a Financial Default, the Lenders' Representative may issue a
notice to the Mine Operator (the "Notice of Financial Default") along with
particulars thereof, and send a copy to the Authority for its information and record.
A Notice of Financial Default under this Clause 3 shall be conclusive evidence of
such Financial Default and it shall be final and binding upon the Mine Operator for
the purposes of this Agreement.
3.2.2 Upon issue of a Notice of Financial Default hereunder, the Lenders' Representative
may, without prejudice to any of its rights or remedies under this Agreement or the
Financing Agreements, substitute the Mine Operator by a Nominated Company in
accordance with the provisions of this Agreement.
3.2.3 At any time after the Lenders' Representative has issued a Notice of Financial
Default, it may by notice require the Authority to suspend all the rights of the Mine
Operator and undertake the operation and maintenance of the Mines in accordance
with the provisions of Clause 36 of the Contract Agreement, and upon receipt of
such notice, the Authority shall undertake Suspension under and in accordance with
the provisions of the Contract Agreement. The aforesaid Suspension shall be
revoked upon substitution of the Mine Operator by a Nominated Company, and in
the event such substitution is not completed within 180 (one hundred and eighty)
days from the date of such Suspension, the Authority may terminate the Contract
Agreement forthwith by issuing a Termination Notice in accordance with the
provisions of the Contract Agreement; provided that upon written request from the
Lenders' Representative and the Mine Operator, the Authority may extend the
aforesaid period of 180 (one hundred and eighty) days by a period not exceeding 90
(ninety) days.
3.3 Substitution upon occurrence of Mine Operator Default
3.3.1 Upon occurrence of a Mine Operator Default, the Authority shall by a notice inform
the Lenders' Representative of its intention to issue a Termination Notice and grant

224
15 (fifteen) days‘ time to the Lenders' Representative to make a representation,
stating the intention to substitute the Mine Operator by a Nominated Company.
3.3.2 In the event that the Lenders' Representative makes a representation to the Authority
within the period of 15 (fifteen) days specified in Clause 3.3.1, stating that it intends
to substitute the Mine Operator by a Nominated Company, the Lenders'
Representative shall be entitled to undertake and complete the substitution of the
Mine Operator by a Nominated Company in accordance with the provisions of this
Agreement within a period of 180 (one hundred and eighty) days from the date of
such representation, and the Authority shall either withhold Termination or
undertake Suspension for the aforesaid period of 180 (one hundred and eighty) days;
provided that upon written request from the Lenders' Representative and the Mine
Operator, the Authority shall extend the aforesaid period of 180 (one hundred and
eighty) days by a period not exceeding 90 (ninety) days; provided further that the
Lenders' Representative may at any time withdraw its representation hereunder and
upon such withdrawal, the Authority may terminate the Contract Agreement
forthwith by issuing a Termination Notice in accordance with the provisions of the
Contract Agreement .
3.4 Procedure for substitution
3.4.1 The Authority and the Mine Operator hereby agree that on or after the date of Notice
of Financial Default or the date of representation to the Authority under Clause
3.3.2, as the case may be, the Lenders' Representative may, without prejudice to any
other rights or remedies of the Senior Lenders, invite, negotiate and procure offers,
either by private negotiations or public auction or tenders for the transfer of the
Contract to the Nominated Company upon such Nominated Company's assumption
of the liabilities and obligations of the Mine Operator towards the Authority under
the Contract Agreement and towards the Senior Lenders under the Financing
Agreements.
3.4.2 To be eligible for substitution in place of the Mine Operator, the Nominated
Company shall be required to fulfill the eligibility criteria that were laid down by the
Authority for selecting the Bidders for award of the Contract; provided that the
Lenders' Representative may represent to the Authority that all or any of such
criteria may be waived in the interest of the Project, and if the Authority determines
that such waiver shall not have any Material Adverse Effect on the Project, it may
waive all or any of such eligibility criteria.
3.4.3 Upon selection of a Nominated Company, the Lenders' Representative shall, request
the Authority to:
(a) accede to transfer to the Nominated Company the right to construct, operate
and maintain the Mines in accordance with the provisions of the Contract
Agreement;
(b) endorse and transfer the Contract to the Nominated Company, on the same
terms and conditions, for the residual Contract Period; and
(c) enter into a substitution agreement with the Lenders' Representative and the
Nominated Company on the same terms as are contained in this Agreement.

225
3.4.4 If the Authority has any objection to the transfer of Contract in favour of the
Nominated Company in accordance with this Agreement, it shall within 15 (fifteen)
days from the date of proposal made by the Lenders' Representative, give a reasoned
order after hearing the Lenders' Representative. If no such objection is raised by the
Authority, the Nominated Company shall be deemed to have been accepted. The
Authority shall thereupon transfer and endorse the Contract within 15 (fifteen) days
of its acceptance/deemed acceptance of the Nominated Company; provided that in
the event of such objection by the Authority, the Lenders' Representative may
propose another Nominated Company whereupon the procedure set forth in this
Clause 3.4 shall be followed for substitution of such Nominated Company in place
of the Mine Operator.
3.4.5 The transfer of Contract hereunder to a Nominated Company may, notwithstanding
anything to the contrary in this Agreement and the Contract Agreement, be
undertaken by transfer of no less than 75% (seventy-five per cent) of the equity of
the Mine Operator to the Nominated Company, and upon such transfer hereunder,
the Mine Operator shall be deemed to be the Nominated Company under and in
accordance with the provisions of this Agreement and the Contract Agreement.
3.5 Selection to be binding
The decision of the Lenders' Representative and the Authority in selection of the
Nominated Company shall be final and binding on the Mine Operator. The Mine
Operator irrevocably agrees and waives any right to challenge the actions of the
Lenders' Representative or the Senior Lenders or the Authority taken pursuant to
this Agreement including the transfer/ assignment of the Contract in favour of the
Nominated Company. The Mine Operator agrees and confirms that it shall not have
any right to seek revaluation of assets of the Project or its shares. It is hereby
acknowledged by the Parties that the rights of the Lenders' Representative are
irrevocable and shall not be contested in any proceedings before any court or
authority and the Mine Operator shall have no right or remedy to prevent, obstruct
or restrain the Authority or the Lenders' Representative from effecting or causing the
transfer by substitution and endorsement of the Contract as requested by the
Lenders' Representative.
4 PROJECT AGREEMENTS
The Mine Operator shall ensure and procure that each Project Agreement contains
provisions that entitle the Nominated Company to step into such Project Agreement,
in its discretion, in place and substitution of the Mine Operator in the event of such
Nominated Company's assumption of the liabilities and obligations of the Mine
Operator under the Contract Agreement.
5 TERMINATION OF CONTRACT AGREEMENT
5.1 Termination upon occurrence of Financial Default
At any time after issue of a Notice of Financial Default, the Lenders' Representative
may by a notice in writing require the Authority to terminate the Contract
Agreement forthwith, and upon receipt of such notice, the Authority shall undertake
Termination under and in accordance with the provisions of Clause 37 of the
Contract Agreement.

226
5.2 Termination when no Nominated Company is selected
In the event that no Nominated Company acceptable to the Authority is selected and
recommended by the Lenders' Representative within the period of 180 (one hundred
and eighty) days or any extension thereof as set forth in Clause 3.3.2, the Authority
may terminate the Contract Agreement forthwith in accordance with the provisions
thereof.
6 DURATION OF THE AGREEMENT
6.1 Duration of the Agreement
This Agreement shall come into force from the date hereof and shall expire at the
earliest to occur of the following events:
(a) termination of this Agreement; or
(b) no sum remains to be advanced, or is outstanding to the Senior Lenders,
under the Financing Agreements.
7 INDEMNITY
7.1 General indemnity
7.1.1 The Mine Operator will indemnify, defend and hold the Authority and the Lenders'
Representative harmless against any and all proceedings, actions and third party
claims for any loss, damage, cost and expense of whatever kind and nature arising
out of any breach by the Mine Operator of any of its obligations under this
Agreement or on account of failure of the Mine Operator to comply with Applicable
Laws and Applicable Permits.
7.1.2 The Authority will indemnify, defend and hold the Mine Operator harmless against
any and all proceedings, actions and third party claims for any loss, damage, cost
and expense arising out of failure of the Authority to fulfill any of its obligations
under this Agreement, materially and adversely affecting the performance of the
Mine Operator‘s obligations under the Contract Agreement or this Agreement, other
than any loss, damage, cost and expense, arising out of acts done in discharge of
their lawful functions by the Authority, its officers, servants and agents.
7.1.3 The Lenders' Representative will indemnify, defend and hold the Mine Operator
harmless against any and all proceedings, actions and third party claims for any loss,
damage, cost and expense arising out of failure of the Lenders' Representative to
fulfill its obligations under this Agreement, materially and adversely affecting the
performance of the Mine Operator‘s obligations under the Contract Agreement,
other than any loss, damage, cost and expense, arising out of acts done in discharge
of their lawful functions by the Lenders' Representative, its officers, servants and
agents.
7.2 Notice and contest of claims

227
In the event that any Party hereto receives a claim from a third party in respect of
which it is entitled to the benefit of an indemnity under Clause 7.1 or in respect of
which it is entitled to reimbursement (the "Indemnified Party"), it shall notify the
other Party responsible for indemnifying such claim hereunder (the "Indemnifying
Party") within 15 (fifteen) days of receipt of the claim and shall not settle or pay the
claim without the prior approval of the Indemnifying Party, such approval not to be
unreasonably withheld or delayed. In the event that the Indemnifying Party wishes
to contest or dispute the claim, it may conduct the proceedings in the name of the
Indemnified Party and shall bear all costs involved in contesting the same. The
Indemnified Party shall provide all cooperation and assistance in contesting any
claim and shall sign all such writings and documents as the Indemnifying Party may
reasonably require.
8 DISPUTE RESOLUTION
8.1 Any dispute, difference or claim arising out of or in connection with this Agreement
which is not resolved amicably shall be decided by reference to arbitration to a
board of arbitrators comprising of one nominee of each of the Authority, the Mine
Operator and the Lenders' Representative. Such arbitration shall be held in
accordance with the Rules of Arbitration of the International Centre for Alternative
Dispute Resolution, New Delhi and shall be subject to provisions of the Arbitration
and Conciliation Act, 1996.
8.2 The board of arbitrators shall issue a reasoned award and such award shall be final
and binding on the Parties. The place of arbitration shall be Kolkata and the
language of arbitration shall be English.
9 MISCELLANEOUS PROVISIONS
9.1 Governing law and jurisdiction
This Agreement shall be construed and interpreted in accordance with and governed
by the laws of India, and, subject to the provisions of Clause 8 above, the Kolkata
High court shall have jurisdiction over all matters arising out of or relating to this
Agreement.
9.2 Waiver of sovereign immunity
The Authority unconditionally and irrevocably:
(a) agrees that the execution, delivery and
Agreement constitute commercial acts
commercial purposes;
performance by it of this
done and performed for
(b) agrees that, should any proceedings be brought against it or its assets,
property or revenues in any jurisdiction in relation to this Agreement or any
transaction contemplated by this Agreement, no immunity (whether by
reason of sovereignty or otherwise) from such proceedings shall be claimed
by or on behalf of the Authority with respect to its assets;
(c) waives any right of immunity which it or its assets, property or revenues
now has, may acquire in the future or which may be attributed to it in any
jurisdiction; and

228
(d) consents generally in respect of the enforcement of any judgment or award
against it in any such proceedings and to the giving of any relief or the
issue of any process in any jurisdiction in connection with such proceedings
(including the making, enforcement or execution against it or in respect of
any assets, property or revenues whatsoever irrespective of their use or
intended use of any order or judgment that may be made or given in
connection therewith).
9.3 Priority of agreements
In the event of any conflict between the Contract Agreement and this Agreement,
the provisions contained in the Contract Agreement shall prevail over this
Agreement.
9.4 Alteration of terms
All additions, amendments, modifications and variations to this Agreement shall be
effectual and binding only if it is in writing and signed by the duly authorised
representatives of the Parties.
9.5 Waiver
9.5.1 Waiver by any Party of a default by another Party in the observance and
performance of any provision of, or obligations, under this Agreement:
(a) shall not operate or be construed as a waiver of any other or subsequent
default hereof, or of, other provisions of, or obligations under this
Agreement;
(b) shall not be effective unless, it is in writing and executed by a duly
authorised representative of the Party; and
(c) shall not affect the validity or enforceability of this Agreement in any
manner.
9.5.2 Neither the failure by a Party to insist on any occasion upon the performance of the
terms, conditions and provisions of this Agreement or any obligation thereunder nor
time or other indulgence granted by a Party to another Party shall be treated or
deemed as waiver of such breach or acceptance of any variation or the
relinquishment of any such right hereunder.
9.6 No third party beneficiaries
This Agreement is solely for the benefit of the Parties and no other person or entity
shall have any rights hereunder.
9.7 Survival
9.7.1 Termination of this Agreement:
(a) shall not relieve the Parties of any obligations hereunder which expressly or
by implication survive termination hereof; and

229
(b) except as otherwise provided in any provision of this Agreement expressly
limiting the liability of either Party, shall not relieve either Party of any
obligations or liabilities for loss or damage to the other Party arising out of
or caused by acts or omissions of such Party prior to the effectiveness of
such termination or arising out of such termination.
9.7.2 All obligations surviving the cancellation, expiration or termination of this
Agreement shall only survive for a period of 3 (three) years following the date of
such termination or expiry of this Agreement.
9.8 Severability
If for any reason whatsoever any provision of this Agreement is or becomes invalid,
enforceability of the remaining provisions shall not be affected in any manner, and
the Parties will negotiate in good faith with a view to agreeing to one or more
provisions which may be substituted for such invalid, unenforceable or illegal
provisions, as nearly as is practicable to such invalid, illegal or unenforceable
provision. Failure to agree upon any such provision shall not be subject to dispute
resolution under Clause 8 of this Agreement or otherwise.
9.9 Successors and assigns
This Agreement shall be binding on and shall inure to the benefit of the Parties and
their respective successors and permitted assigns.
9.10 Notices
All notices or other communications to be given or made under this Agreement shall
be in writing, shall either be delivered personally or sent by courier or registered
post with an additional copy to be sent by facsimile or e -mail. The address for
service to each Party, its facsimile number and e-mail address are set out under its
name on the signing pages hereto. A notice shall be effective upon actual receipt
thereof, save that where it is received after 5.30 (five thirty) p.m. on any day, or on a
day that is a public holiday, the notice shall be deemed to be received on the first
working day following the date of actual receipt. Without prejudice to the foregoing,
a Party giving or making a notice or communication by facsimile or e-mail shall
promptly deliver a copy thereof personally, or send it by courier or registered post to
the addressee of such notice or communication. It is hereby agreed and
acknowledged that any Party may by notice change the address to which such
notices and communications to it are to be sent. Such change shall be effective when
all the Parties have notice of it.
9.11 Language
All notices, certificates, correspondence and proceedings under or in connection
with this Agreement shall be in English.
9.12 Authorised representatives
Each of the Parties shall by notice in writing designate their respective authorised
representatives through whom only all communications shall be made. A Party

230
hereto shall be entitled to remove and/or substitute or make fresh appointment of
such authorised representative by similar notice.
9.13 Original Document
This Agreement may be executed in three counterparts, each of which when
executed and delivered shall constitute an original of this Agreement.

231
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED
THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.
THE COMMON SEAL OF MINE
OPERATOR has been affixed pursuant to
the resolution passed by the Board of
Directors of the Mine Operator at its
meeting held on the …………. day of
20….. hereunto affixed in the presence of
…………., Director, who has signed these
presents in token thereof and …………….,
Company Secretary / Authorised Officer
who has countersigned the same in token
thereof
$
:
SIGNED, SEALED AND
DELIVERED For and on behalf of
AUTHORITY by:
(Name) (Name)
(Address) (Address)
(Fax No.) (Fax No.)
(e-mail address) (e-mail address)
SENIOR LENDERS by the Lenders‘ Representative:
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
(e-mail address)
In the presence of:
1. 2.
$
To be affixed in accordance with the articles of association of the Mine Operator and the resolution passed
by its Board of Directors.
SCHEDULE - S

232
(See Clause 29.1.6)
PURE AGENCY AGREEMENT
This Pure Agency Agreement (the ―Agreement‖) is entered into ____________________
(the ―Effective Date‖), by and between ________________________, with an address of
_____________________________ (the ―Recipient of supply‖ or ―Principal‖) and
_________________, with an address of _______________________________,
(the ―Service Provider‖ or ―Pure Agent‖), collectively the ―Parties.‖
WHEREAS, the Parties have entered into an agreement dated [] (―Project Contract‖) to
undertake exploration, planning, development and operation of the Mines, subject to and on
the terms and conditions set forth thereunder;
WHEREAS, pursuant to the Project Contract, the Principal desires to engage the Service
Provider to be its representative to perform the Services as detailed in this Agreement on
Principal‘s behalf and the Service Provider agrees to represent the Principal and perform the
Services;
NOW, therefore, in consideration of the promises and conditions contained herein, the
Parties agree as follows:
1. Interpretation.
(a) In this Agreement, the capitalised terms shall, unless the context otherwise
requires, have the meaning ascribed thereto under the Project Contract.
(b) The rules of interpretation as set out under the Project Contract shall apply
mutatis mutandis to this Agreement.
2. Services.
Pursuant to the Project Contract and this Agreement, the Service Provider agrees to
perform the following specific services (the ―Services‖) on behalf of the Principal:
(a) procure issuance of the environmental clearance from the Ministry of
Environment, Forests and Climate Change, Government of India;
(b) procure issuance of the forest clearances (including that required for exploration)
from the Ministry of Environment, Forests and Climate Change, Government of
India; and
(c) undertake the Rehabilitation and Resettlement of the PAPs (excluding acquisition
of land) in accordance with Applicable Laws, R&R Plan and the Project Contract.
3. Conditions for Authorisation.
The Principal hereby appoints the Service Provider as its agent to perform the Services
on Principal‘s behalf subject to the following conditions:

233
(a) the Service Provider shall incur all legal and necessary expenditure or costs in
the course of supply of the Services, which amounts shall be reimbursed by the
Principal in the manner provided under clauses 5 and 6 of this Agreement;
(b) except as set out under clause 5 of this Agreement, the Services and all rights,
interest, title, claims, benefits, properties, documents or information in
connection with or as a result of the Services shall vest with the Principal and the
Service Provider shall not have any right or claim whatsoever;
(c) the Service Provider shall not use the Services and for its own purpose or
interest;
(d) the Service Provider shall not directly or indirectly use the Principal‘s
authorisation or facilities in any manner or commit any act or omission in
furtherance of any activity, which constitutes a violation of any Applicable Law
or which may result in any investigation, prosecution or legal action; and
(e) the Service Provider shall ensure that the Services are rendered and obligations
are performed by the Service Provider pursuant to this Agreement with utmost
care and diligence in accordance with the Project Contract, Applicable Laws and
this Agreement.
(f) The Service Provider shall be entitled to reimbursement for the actual costs and
expenses incurred by it during the course of performance of the Services in
accordance with this Agreement.
4. Scope of Authority.
Subject to the terms and conditions of this Agreement and Project Contract, the
Principal‘s authorisation to the Service Provider is strictly limited to the Services and
accordingly, the Service Provider shall not have the authority to bind the Principal in
any manner whatsoever beyond the Services and/or tenure of the Agreement stated
herein.
5. Expenses.
The Service Provider shall be entitled to reimbursement for the actual costs and
expenses incurred by it during the course of performance of the Services in the
following manner:
(a) The Service Provider shall submit with the Engineer in charge: (i) tax invoice(s)
indicating the amounts claimed for reimbursement, in accordance with the
Applicable Laws in relation to GST; (ii) complete details of all direct and
documented R&R Costs and/or statutory cost and fees incurred by the Service
Provider; (iii) along with underlying invoices in the name of the Principal
evidencing such incurrence; and (iv) any other documentation in support of such
costs and expenditure, as may be desired required by the Principal and/or the
Engineer in charge;
(b) The Service Provider shall submit the documents mentioned at (a) above for
certification/ acceptance for payment by the Engineer in charge, on: (i) in

234
relation to the R&R Costs, on a monthly / quarterly basis; (ii) in relation to
statutory cost and fees for procurement of environmental clearance, forest
clearances (including that required for exploration), after completion of such
Service.
6. Payments.
The Service Provider shall be paid by the Principal within 30 (thirty) days from the date
of: (a) receipt of all details and documents, as specified under clause 5 of this
Agreement, by the Engineer in charge‘s office; or (b) receipt of approval for payment
from the competent authority by the Principal, whichever is later.
7. Representations and Warranties.
The Parties represent that they are fully authorized to enter into this Agreement. The
performance and obligations of either Party will not violate or infringe upon the rights
of any third-party or violate any other agreement between the Parties, individually, and
any other person, organization, or business or any law or governmental regulation.
In addition, the Parties acknowledge and agree that the Principal has entered into this
Agreement on the basis of representations and warranties provided by the Service
Provider under the Project Contract. Accordingly, the representations and warranties set
out under Article 7 of the Project Contract are incorporated herein by reference.
8. Confidentiality & Intellectual Property.
During the course of this Agreement, it may be necessary for the Principal to share
proprietary information, including trade secrets, industry knowledge, and other
confidential information, to the Service Provider for performance of the Services. The
Service Provider shall not: (a) share any of this proprietary information at any time
and/or (b) use any of this proprietary information for its personal benefit at any time.
The Service Provider acknowledges and agrees that all copyrights, trademarks and
service marks and rights in the name of or licensed to the Principal shall be and remain
the sole and complete property of the Principal and the Pure Agent shall not acquire or
claim any right, title or interest of any nature in any such copyright, trademark, or
service mark. The Parties agree that this provision shall survive a termination of this
Agreement.
9. Term and Termination.
(a) Term: The Agreement shall be coterminous with the Project Contract, unless
terminated earlier in accordance with sub-clause (b) below.
(b) Termination:
(i) The Principal may, at any time during the term of the Agreement,
terminate this Agreement with a prior written notice of 30 days to the
Service Provider.
(ii) Subject to the Principal‘s right to terminate the Agreement s set out in (i)
above, the Parties agree that the provisions on termination as set out under

235
Article 37 of the Project Contract shall mutatis mutandis apply to this
Agreement.
10. Indemnity.
The Service Provider undertakes to indemnify and hold harmless the Authority and its
affiliates, successors and assignees, and their respective officers, directors and
employees and agents, from and against any and all claims, losses, damages, liabilities,
penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or
amount whatsoever, to the extent arising from or relating to: (a) the Service Provider‘s
breach of this Agreement, representations and warranties, obligations or covenants
provided herein; (b) the Service Provider‘s negligence, misconduct or fraud while
fulfilling its obligations under this Agreement, including without limitation, the
Services; and (iii) any claim brought by a third party (including but not limited to a
Government Instrumentality) in relation to the Services or the Service Provider‘s
actions and omissions under this Agreement. The Parties agree that this provision shall
survive the termination of this Agreement.
11. Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE
OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING
FROM ANY PART OF THIS AGREEMENT INCLUDING, BUT NOT LIMITED
TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS,
COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED
TO OR THE DIRECT RESULT OF A PARTY‘S NEGLIGENCE OR BREACH.
12. Parties’ Relationship.
This Agreement shall not be interpreted or construed to create an association, joint
venture or partnership between the Parties, or to impose any partnership obligation or
liability upon either Party, and neither Party shall have any right, power or authority to
enter into any agreement or undertaking for, or act on behalf of, or to act as or be an
agent or representative of, or to otherwise bind, the other Party.
13. Miscellaneous.
The provisions with respect to Articles 46.1 (Governing law and jurisdiction), 46.2
(Waiver of immunity), 46.12 (Third parties), 46.13 (Successors and assigns), 46.14
(Notices), 46.16 (Counterparts) of the Project Contract shall apply mutatis mutandis to
this Agreement.
14. Severability.
If for any reason whatever, any provision of this Agreement is or becomes invalid,
enforceability of the remaining provisions shall not be affected in any manner, and the
Parties will negotiate in good faith with a view to agreeing to one or more provisions
which may be substituted for such invalid, unenforceable or illegal provisions, as nearly
as is practicable to such invalid, illegal or unenforceable provision.

236
15. Waiver.
Any failure by either Party to exercise any right, power or privilege under the terms of
this Agreement will not be construed as a waiver of any subsequent or further exercise
of that right, power or privilege or the exercise of any other right, power or privilege.
16. Legal Fees.
In the event of a dispute resulting in legal action, the successful party will be entitled to
its legal fees, including, but not limited to its attorneys‘ fees.
17. Entire Agreement.
The Parties acknowledge and agree that this Agreement represents the entire agreement
between the Parties with respect to the subject matter hereof. In the event that the
Parties desire to change, add, or otherwise modify any terms, they shall do so in writing
to be executed by the Parties.
WRITTEN:
On behalf of the PRINCIPAL
Signed: _____________________________________
By: ________________________________________
Date: _______________________________________
On behalf of the SERVICE PROVIDER
Signed: _____________________________________
By: ________________________________________
Date: ______________________________________

1. Name of the Block:
2. Area:
3. Toposheet:
4. Co-ordinates:
5. Coal field:
6. State:
7. District:
8. Nearest Railhead:
9. Nearest Town:
10. Accessibility:
11. Broad Terrain Details:
Formation
Rajmahal
Dubrajpur
Barakar
Talchir
Metamorphics
13. Details of Coal Seam:
Min. Max. Min. Max.
Zone-VII 2.42 9.03 5 9 (Incrop) 295
Parting 22.42 40.63
Zone-VI 0.72 12.56 8 6 (Incrop) 343
Parting 7.39 18.1
Zone-V 2.13 9.18 6 15 (Incrop) 357
Parting 7.09 20.08
Zone-IV 12.71 25.59 18 13 (Incrop) 385
Parting 7.71 21.6
Zone-III 10.18 40.26 20 12 (Incrop) 444
Parting 17.07 79.45
Zone-II 7.6 24.41 15 Incrop 412
Parting 68.75 70.8
Zone-I 2.05 11.16 8 46 400
14. Past Exploration:
15. Tentative Reserve:
Reproduced below as per GSI Report (1992). (for combined area of
Kalyanpur-Badalpara and Amrakonda-Murgadangal)
12. Generalized Starigraphic
Sequence:
Thickness (of total coal
sections in seam zone) Range
(m)
Average
Thickness
(m)
Dominant Depth Range (Roof)
(m)
TECHNICAL DOCUMENT OF AMRAKONDA MURGADANGAL BLOCK
AMRAKONDA MURGADANGAL
7.68 SQ KMS
Survey of India Topo sheet No. G45V12 (Old: 72P/12)
LAT: 24°5'32.913"N - 24°8'21.014"N
Granite and granite gneiss with
quartz and pegmatite veins.
Lithotypes
Jharkhand
Dwarka river located 2 Km. west/SW of the block is the main drainage of
the area and flows from NW to SE direction. However, minor stream and
few nalas (tributaries of Dwarka river) generally flow from west to east
within the block.Around 20% of the area is covered by protected forest.
Coarse grained, hard, compact
often ferruginous sandstone,
pebbly sandstone, siltstone and
shale.
Coarse to medium
grainedfeldspathic sandstone,
fine graines sandstone, pebbly
and gritty sandstone, siltstone,
grey shale, coal seams.
Pebbly sandstone, boulder bed,
green to khaki splintery shale,
medium to fine grained greenish
occasionally micaceous
sandstone.
Basaltic volcanic rocks with
sedimentary inter-trappeans.
Coal Seam/ Parting
LONG: 87°31'52.339"E - 87°34'5.681"E
Amrakonda-Murgadangal block is located between the southward
Rajmahal Coalfield
Max. Thickness (m) (as
intersected in boreholes)
36
145
On the basis of Regional Exploration/tentative estimates about 411.21
mt of indicated resources is reported in the area (as per report of GSI).
(Cardinal Points details attached)
Dumka District
Mollarpur
Mollarpur
5056.25m has been drilled in fourteen boreholes within an area of about
7.68 Sq. Km by GSI.
451
75

Description Approximate Qunatum of Work
Coring Drilling (meter)
40 Coring Boreholes.
(Due to thinning out,deterioration to shale over short distance
and locally non development of seams, non-coring boreholes are
not proposed in this block. Also, some boreholes are to be closed
with intersection of Talchir Formation, which can be easily
distinguished in coring boreholes through visual logging.)
14325m of Coring Drilling.
Survey
Topographical survey of the block (7.68 Sq. Km.).
DGPS survey for fixing co-ordinates of block boundary and
borehole survey of old boreholes and new boreholes.
Geological Mapping
Detailed Geological Mapping (in RF 1:4000/5000) including
outcrops of different lithological units/coal seams, structural
details.
Hydro-Geology Hydro Geological Report for the area is to be prepared.
Environmental Studies Environmental base line data may be generated.
Geophysical Logging
Minimum 70% of Coring boreholes are to be geophysically logged.
Thus approximately 10,000m GPL is to be done.
Dual Receiver Sonic
Logging (m)
May be done in 25% of the boreholes, borehole earmarked for
PMT is to be logged.
Resistivity Profiling (Line
KM)
Approximately 32 Line Km
1. Band by band analysis - 100% of boreholes
2. Proximate (Overall) analysis - 100% of boreholes
3. Special tests - 10% of boreholes (selected samples)
4. Petrography test in 2 boreholes (selected samples)
Physico Mechanical &
other Geotechnical
Investigation
Physico-Mechanical tests in 2 boreholes where maximum strata
and coal seams have been intersected.
Standard Penetration Test is to be done.
Analysis For Other
Minerals
In 1 Borehole complete borehole core section is to be analysed for
Geochemical Studies( Major Oxides, REE & Trace Elements).
Presence of Fireclay has been mentioned in GSI Report, thus
special emphasis is to be given for occurrence of fireclay during
exploration.
Scheme (Minimum Work Program) for Detailed Exploration of Amrakonda
Murgadangal Block, Rajmahal Coalfield.
*Note: Depending upon requiremnt some other studies like some other means of geophysical
surface survey, remote sensing etc. may be done.
Chemical Analysis of coal

Proposed BH
No.
Expected Closing Depth
(m)
Proposed BH
No.
Expected Closing Depth
(m)
P-01 340 P-21 560
P-02 340 P-22 100/TALCHIR
P-03 380 P-23 230/TALCHIR
P-04 290 P-24 570
P-05 400 P-25 600
P-06 290 P-26 100/TALCHIR
P-07 440 P-27 200/TALCHIR
P-08 80/TALCHIR P-28 650
P-09 350 P-29 100/TALCHIR
P-10 400 P-30 250/TALCHIR
P-11 490 P-31 260/TALCHIR
P-12 530 P-32 700
P-13 200/TALCHIR P-33 150/TALCHIR
P-14 425 P-34 280/TALCHIR
P-15 540 P-35 470/TALCHIR
P-16 550 P-36 200/TALCHIR
P-19 530 P-39 100/TALCHIR
P-20 540 P-40 400/TALCHIR
Note: Target seam is Seam Zone - I. However, due to presence of fault towards the
western part of the block only basal Barakar Formation is likely to encounter. These
boreholes have marked to be drilled till Tachir Formation at least to ascertain
presence/ absence of coal seams and to ascertain the orientation and disposition of
faults, interpreted by GSI. Also, due to the paucity of boreholes and non
development of seams locally the target depth may vary widely in some boreholes,
specifically towards the western and southern part of the block.
TOTAL CORING = 14325 M
Details of Proposed Boreholes for Detailed Exploration of Amrakonda
Murgadangal Block, Rajmahal Coalfield.

Tentative Meterage Required to be Drilled (m) 14325
RATE (Ex Tax) Rs./m. (as per MoC Rate for 2023-24) 7,168.00
₹
AMOUNT (Rs.) 10,26,81,600.00
₹
Topography Survey (sq. km.) 7.68
RATE ( Rs./Sq.Km.) 3,07,859.00
₹
AMOUNT (Rs.) 23,64,357.12
₹
B/B Analysis (No of samples) (Considered 3 samples/ m) 3600
RATE (A+M) Rs./Sample (Including Sample Preparation and House keeping) 1,569.00
₹
AMOUNT (Rs.) 56,48,400.00
₹
SOV Proximate and GCV determination (No of samples) 1000
RATE (Rs./Sample)(Including Sample Preparation and House keeping) 3,871.00
₹
AMOUNT (Rs.) 38,71,000.00
₹
Special Tests (No of boreholes) (10% of total boreholes) 4
Special Tests (10% of total boreholes) (No of samples) 80
RATE (Rs./ Sample) (HGI + AFTR + UA) 19,590.00
₹
AMOUNT (Rs.) 15,67,200.00
₹
Ash Analysis (2-3 boreholes) (No of Boreholes) 2
Ash Analysis (2 boreholes) (No of samples) 40
RATE (Rs./ Sample) ( for AA) 16,154.00
₹
AMOUNT (Rs.) 6,46,160.00
₹
Petrography Test (No of Boreholes) (approx. 5 boreholes/10 sq. km. or 10%) 4
Petrography Test (No of samples) 80
RATE (Rs./Sample) (Sample Preparation + Maceral Analysis + Mean Ro%) 19,255.00
₹
AMOUNT (Rs.) 15,40,400.00
₹
PMP Test (No of Boreholes) 2
Approximate Average Borehole Depth Considered (meter) 350
Approximate thickness to be analysed (meter) 700
Approximate Analysis Cost per meter (Rs./meter) 6,000.00
₹
AMOUNT (Rs.) 42,00,000.00
₹
Geophysical Logging (m) (Considering 70% of the coring boreholes) 10000
RATE (Rs./Sample) (Base Log, Resistivity, Dual Density, Caliper, N. Gamma, SPR) 566.00
₹
AMOUNT (Rs.) 56,60,000.00
₹
Resistivity Imaging Survey (line km) (10m station interval) 32
RATE (Rs./ Line KM) 44,677.00
₹
AMOUNT ( Rs.) 14,29,664.00
₹
Dual receiver sonic logging (m) (Considering 25% of the coring boreholes) 3500
RATE (Rs./ Sample) 157.00
₹
AMOUNT ( Rs.) 5,49,500.00
₹
To be done in 1 Borehole (Approx. 120 samples - highly tentative) 120
RATE Rs./Sample (Sample Preparation, ICPMS, XRF & XRD Studies) 16,506.00
₹
AMOUNT ( Rs.) 19,80,720.00
₹
Geological Mapping (in RF 1:4000/5000) to be done in approx. 20 party days 20
RATE (Rs./ Party Day) 7,086.00
₹
AMOUNT ( Rs.) 1,41,720.00
₹
Environmental Study for the block 1
RATE (Rs./ Block) 6,92,395.00
₹
AMOUNT ( Rs.) 6,92,395.00
₹
Coring Drilling
(meter)
Topography
Survey
(sq. km.)
Band by Band
Analysis
Description of Works for Detailed Exploration in Amrakonda Murgadangal Block, Rajmahal Coalfield and
Approximate Costs for Exploration and Allied Services.
Analysis For
Other Minerals
Proximate
analysis
& GCV
Special Tests
Ash Analysis
Petrographic
Analysis
Geophysical
Logging
Resistivity
Profiling
(Line KM)
Dual Receiver
Sonic Logging
(m)
PMP Test
Geological
Mapping
Environmental
Studies

Total Drilling Cost 10,26,81,600.00
₹
Other Allied Services Cost 3,02,91,516.12
₹
Total Cost 13,29,73,116.12
₹
Cost Per Meter (Rs.) 9,282.59
₹
Note:
1. The above estimation is highly tentative. The actual quantum of work is likely to change depending upon the subsurface
geological uncertainity.
6. As per SoP for Minimum Work Programme, Petrographic Studies are suggested for minimum 5 boreholes/10 sq km.
7. As per guidelines issued by GM (Exploration), PMT studies are advised for 1 borehole for a block size of approx. 5 sq. km.
Total For The
Block
16. Ash Analyses are suggested for 2-3 boreholes per block, as per SoP for minimum work programme.
2. Drilling meterages and other allied services are as per scope defined in Annexure-III, as per the Technical Notes (Local
reference).
3. No. of boreholes to be drilled may vary depending upon the mine type (O/C or UG), structure complexities.
4. It is assumed that, at least 10 boreholes may not encounter coal seams in the western part where basal Barakar Formation
has been intersected as per GSI report. Thus in remaining 30 boreholes it is likely to get 3 samples per meter for Band by Band
analysis. Assumption may vary widely from the actual.
5. SOV Proximate and GCV determination, Special tests are suggested as per Modified ISP/Sop for minimum work programme.
9. The Topographical Survey rate is Rs.3,07,859/- sq.km. for 2016-17, The rate of 2019-20 has been calculated as per
escalation/de-escalation of 2017-18, 2018-19 & 2019-20. Rate for the year 2023-24 are not available.
10. Rates are as per MoC rates for FY 2023-24 (Except Topographical Survey rate).
12. Rate for Standard Penetration Test is not available. Hence cost has not been given for the study.
13. Average borehole depth is roughly the estimated meterage per borehole.
14. Approximate thickness of coal column in the block is calculated tentatively by considering average cumulative thickness of
coal seams in all the boreholes drilled in the past. Figure is highly tentative.
15. Average no of coal seams to be encountered in a borehole are estimated tentatively from Logs of past boreholes. Figure is
highly tentative.
11. All the rates are excluding of taxes.
8. Quantum of Resistivity Imaging are as per earlier NIT/ Work Orders.

Period For
Mobilization (days)
Period for Exploration
Activities (days)
Period for Geological
Report (days)
Total Period for
Exploration (days)
30 210 180 420
* Timeline taken as per last Work Order.
Point ID LAT LONG
A 24◦ 7' 41.246" N 87◦ 31' 52.339" E
B 24◦ 8' 21.014" N 87◦ 32' 26.046" E
C 24◦ 5' 51.754" N 87◦ 34' 5.681" E
D 24◦ 5' 32.913" N 87◦33' 26.835" E
E 24◦ 6' 22.603" N 87◦ 32' 31.214" E
Timeline For Exploration In Amrakonda-Murgadangal Block
CARDINAL POINTS OF AMRAKONDA MURGADANGAL BLOCK

BANSLOI NADI
DWARKA NADI
BRAHMANI NADI
BRAHMANI NADI
GUMRA NADI
ERO NADI
KANOOR NALA
CHAQHAR NADI
DANRO NADI
GUMRA NALA
BANJHI AMBA NALA
BALIDIH NALA
CHAPLI NALA
TIRPATIA NALA
BAROSORAND NALA
GURJOR OR GHORMAHA NADI
NH
-6
0
NH-114A
DUMKA-SAHIBGANJ RD
SURI
ASNA
GARIA
MUKRO
KITAR
BhalkiSadaha
GANPUR
RAMPUR
SURSAL
KURUWA
TONGRA
Chichro
GAMARIA
HARIPUR
Amraduba
Naupahar
Chaipani
Dudhajol
Domanpur
Asanbani PAKURIYA
SALBADRA
BHARKATA
AMRAPARA
SAHARPUR
PAHARPUR
KATIKUND
PATABARI
ASANBANI
RANISWAR
Saraipani
Sarasabad
DEWANGANJ
JAMROPARI
AMRAKONDA
KALYANPUR
GUHIAJORI
GARIAPANI
SIMARDUMA
RANIBAHAL
DHOLKHATHA
GOPALNAGAR
KAPASDANGA
GOPIKANDAR
DUMKA CITY
Panchbahini
GOSAINPAHARI
KULKULIDANGAL
87°40'0"E
87°40'0"E
87°30'0"E
87°30'0"E
87°20'0"E
87°20'0"E
24°30'0"N
24°30'0"N
24°20'0"N
24°20'0"N
24°10'0"N
24°10'0"N
24°0'0"N
24°0'0"N
LOCATION PLAN
Legend
OCBIS_BLOCKS_981
AMRAKONDA MURGADANGAL
STATE DEMARCTED BOUNDARY
DISTRICT BOUNDARY
RAILWAY LINE
PLACES
ROADS
RIVER AND NALA
METAMORPHICS
<all other values>
DISTRICT_N
BIRBHUM DISTRICT
DUMKA DISTRICT
JAMTARA DISTRICT
PAKUR DISTRICT
µ
JHARKHAND STATE
WEST BENGAL STATE
BRAHMANI
HARIPUR-CHAPRIA
SAHARPUR-JAMARPANI
POKHARIA PAHARPUR
SALAIPAHAR
KALYANPUR BADALPARA
AMARKONDA MURGADANGAL
GOMARPAHARI-SUILIBANA
KULKULIDANGA
SALBHADRA GOMARPAHARI
DHOLKATA GARIA
RAMPUR GOPALNAGAR
DEOCHAPACHAMI DEWANGANJ HARINSINGHA
KAPASDANGA BHARKATA
MAKHDUMNAGAR
DOBANPUR
PACHWARA NORTH
PACHWARA CENTRAL
PACHWARA SOUTH
URMA PAHARITOLA
KAYADA-CHOUDHAR-GARIAPANI
MAHUAGARHI
0 4 8 12 16
2
Km
DUMKA DISTRICT
PAKUR DISTRICT
BIRBHUM DISTRICT

92.16
-414.34
RJBS02
114.65
9.32
RJBS03
89.92
RJBS04
103.60
-52.30
RJBS05
104.21
-62.41
RJBS06
109.92
RJBS07
117.35
-262.72
RJBS09
94.13
-68.72
RJBS10
106.29
-118.65
RJBS11
96.93
RJBS12
103.06
-21.34
RJBS13
103.60
RJBS14
96.17
RJBS18
118.57
32.62
RJBS20
553600E
553600E
554000E
554000E
554400E
554400E
554800E
554800E
555200E
555200E
555600E
555600E
556000E
556000E
556400E
556400E
556800E
556800E
557200E
557200E
557600E
557600E
558000E
558000E
2664800N
2664800N
2665200N
2665200N
2665600N
2665600N
2666000N
2666000N
2666400N
2666400N
2666800N
2666800N
2667200N
2667200N
2667600N
2667600N
2668000N
2668000N
2668400N
2668400N
2668800N
2668800N
2669200N
2669200N
2669600N
2669600N
2670000N
2670000N
P-01
ED-340m
P-02
ED-340m
P-04
ED-290m/TALCHIR
P-03
ED-380m
P-05
ED-400m
P-06
ED-290m/TALCHIR
P-07
ED-440m
P-08
ED-80m/TALCHIR
P-10
ED-400m
P-11
ED-490m
P-12
ED-530m
P-13
ED-200m/TALCHIR
P-14
ED-425m
P-15
ED-540m P-16
ED-550m
P-17
ED-100m/TALCHIR
P-18
ED-240m/TALCHIR
P-19
ED-530m
P-20
ED-540m
P-21
ED-560m
P-22
ED-100m/TALCHIR
P-23
ED-230m/TALCHIR
P-24
ED-570m
P-26
ED-100m/TALCHIR
P-27
ED-200m/TALCHIR
P-32
P-28
ED-650m
P-29
ED-100m/TALCHIR
ED-280m/TALCHIR
P-30
ED-250m/TALCHIR
P-31
ED-260m/TALCHIR
ED-700m
P-37
ED-470m/TALCHIR
P-33
ED-150m/TALCHIR
P-34
ED-480m/TALCHIR
ED-100m/TALCHIR
P-35
P-38
P-36
ED-200m/TALCHIR
ED-470m/TALCHIR
P-39
P-09
ED-350m
P-25
ED-600m
ED-400m/TALCHIR
P-40
TALCHIR - 235.00m
TALCHIR - 216.50m
TALCHIR - 91.25m
INDEX
TALCHIR FORMATION
METAMORPHICS
DUBRAJPUR FORMATION
RAJMAHAL FORMATION
92.16
-414.34
RJBS02
GSI BHS WITH BH NO, RL, FRL OF SEAM ZONE III
P-36
ED-200m
PROPOSED CORING BHS WITH EXPECTED DEPTH OF SEAM ZONE I
AMRAKONDA
MURGADANGAL
KULKULIDANGAL
KALYANPUR-BADALPARA
BARAKAR FORMATION
PROTECTED FOREST
IV
IV
V
V
VI
VI
VII
F
F
F
F
F
F
F
F
INCROP OF SEAMS
FAULTS AS PER GSI PLAN
F
F

PRE-CONTRACT INTEGRITY PACT
General:
This pre-bid pre-contract Agreement (hereinafter called the Integrity Pact) is made
on……………………….……day of the month of…….. 20…...., between, on one hand Coal
India Limited/Subsidiary Cos. Acting through Shri ………., Designation of the officer,
(hereinafter called the “BUYER / Principal”, which expression shall mean and include, unless the
context otherwise requires, his successors in office and assigns) of the First Part and M/s
………………………………………………represented by Shri……………….. Chief
Executive Officer (hereinafter called the “BIDDER/Seller/Contractor” which expression shall
mean and include, unless the context otherwise requires, his successors and permitted assigns) of
the Second Part.
WHEREAS the BUYER proposes to execute……………………………………………………..
(Name of the work) and the BIDDER/Seller is willing to offer/has offered the stores and
WHEREAS the BIDDER is a private Company / public Company / Government undertaking/
partnership/ proprietorship/ joint venture constituted in accordance with the relevant law in the
matter and the BUYER is a Ministry/ Department of the Govt. of India/ PSU performing its
functions on behalf of the President of India.
NOW, THEREFORE,
To avoid all forms of corruption by following a system that is fair, transparent and free from any
influence/prejudiced dealings prior to, during and subsequent to the currency of the contract to be
entered into with a view to: -
Enabling the BUYER to complete the desired work at a competitive price in conformity with the
defined specifications by avoiding the high cost and the distortionary impact of corruption on
public procurement and
Enabling BIDDERs to abstain from bribing or indulging in any corrupt practice in order to secure
the contract by providing assurance to them that their competitors will also abstain from bribing
and other corrupt practices and the BUYER will commit to prevent corruption, in any form, by its
officials by following transparent procedures.
The parties hereto hereby agree to enter into this Integrity Pact and agree as follows:
Section 1 - Commitments of the Principal
(1) The Principal commits itself to take all measures necessary to prevent corruption and to
observe the following principles: -
a. No employee of the Principal, personally or through family members, will in connection
with the tender for, or the execution of a contract, demand, take a promise for or accept,
for self or third person, any material or immaterial benefit which the person is not legally
entitled to.
b. The Principal will, during the tender process treat all Bidder(s) with equity and reason.
The Principal will in particular, before and during the tender process, provide to all
Bidder(s) the same information and will not provide to any Bidder(s) confidential /
additional information through which the Bidder(s) could obtain an advantage in relation
to the tender process or the contract execution.

c. Principal will exclude from the process all known prejudiced persons.
(2) If the Principal obtains information on the conduct of any of its employees which is a
criminal offence under the IPC/ PC Act, or if there be a substantive suspicion in this
regard, the Principal will inform the Chief Vigilance Officer and in addition can initiate
disciplinary actions.
Section 2 - Commitments of the Bidder(s)/ Contractor(s)
(1) The Bidder(s) / Contractor(s) commit themselves to take all measures necessary to prevent
corruption. The Bidder(s) / Contractor(s) commit themselves to observe the following
principles during participation in the tender process and during the contract execution.
a. The Bidder(s) / Contractor(s) will not, directly or through any other person or firm, offer,
promise or give to any of the Principal's employees involved in the tender process or the
execution of the contract or to any third person, any material or other benefit which he/ she
is not legally entitled to, in order to obtain in exchange any advantage of any kind
whatsoever during the tender process or during the execution of the contract.
b. The Bidder(s) / Contractor(s) will not enter with other Bidders into any undisclosed
agreement or understanding, whether formal or informal. This applies in particular to
prices, specifications, certifications, Subsidiary contracts, submission or non-submission of
bids or any other actions to restrict competitiveness or to introduce cartelization in the
bidding process.
c. The Bidder(s)/ Contractor(s) will not commit any offence under the relevant IPC/ PC Act;
further the Bidder(s) / Contractor(s) will not use improperly, for purposes of competition
or personal gain, or pass on to others, any information or document provided by the
Principal as part of the business relationship, regarding plans, technical proposals and
business details, including information contained or transmitted electronically.
d. The Bidder(s) / Contractors(s) of foreign origin shall disclose the name and address of the
Agents/ representatives in India, if any. Similarly, the Bidder(s) /Contractors(s) of Indian
Nationality shall furnish the name and address of the foreign principals, if any. Further
details as mentioned in the "Guidelines on Indian Agents of Foreign Suppliers" shall be
disclosed by the Bidder(s) / Contractor(s). Further, as mentioned in the Guidelines all the
payments made to the Indian agent/ representative have to be in Indian Rupees only. Copy
of the "Guidelines on Indian Agents of Foreign Suppliers" shall be as per the provisions at
Annexure-A.
e. The Bidder(s) / Contractor(s) will, when presenting their bid, disclose any and all
payments made, is committed to or intends to make to agents, brokers or any other
intermediaries in connection with the award of the contract.
f. Bidder(s) / Contractor(s) who have signed the Integrity Pact shall not approach the Courts
while representing the matter to IEMs and shall wait for their decision in the matter.
(2) The Bidder(s) / Contractor(s) will not instigate third persons to commit offences outlined
above or be an accessory to such offences.
Section 3 - Disqualification from tender process and exclusion from future contracts
If the Bidder, before contract award, has committed a transgression through a violation of
Section 2 or in any other form such as to put his reliability or credibility as Bidder into

question, the Principal is entitled to disqualify the Bidder from the tender process or to
terminate the contract, if already signed, for such reason.
(1) If the Bidder / Contractor / Supplier has committed a transgression through a violation of
Section 2 such as to put his reliability or credibility into question, the Principal is also
entitled to exclude the Bidder / Contractor / Supplier from future contract award
processes. The imposition and duration of the exclusion will be determined by the
severity of the transgression. The severity will be determined by the circumstances of the
case, in particular the number of transgressions, the position of the transgressors within
the Company, hierarchy of the Bidder and the amount of the damage. The exclusion will
be imposed for a minimum of 6 months and maximum of 3 years.
(2) A transgression is considered to have occurred if the Principal, after due consideration of
available facts and evidences within his / her knowledge concludes that there is a
reasonable ground to suspect violation of any commitment listed under Section 2 i.e
"Commitments of Bidder(s) / Contractor(s)”.
(3) The Bidder accepts and undertakes to respect and uphold the Principal’s absolute right to
resort to and impose such exclusion and further accepts and undertakes not to challenge
or question such exclusion on any ground, including the lack of any hearing before the
decision to resort to such exclusion is taken. This undertaking is given freely and after
obtaining independent legal advice.
(4) If the Bidder / Contractor / Supplier can prove that he has restored / recouped the damage
caused by him and has installed a suitable corruption prevention system, the Principal
may revoke the exclusion prematurely.
Section 4 - Compensation for Damages
(1) If the Principal has disqualified the Bidder(s) from the tender process prior to the award
according to Section 3, the Principal is entitled to demand and recover the damages
equivalent to Earnest Money Deposit/ Bid Security.
(2) If the Principal has terminated the contract according to Section 3, or if the Principal is
entitled to terminate the contract according to Section 3, the Principal shall be entitled to
demand and recover from the Contractor liquidated damages of the Contract value or the
amount equivalent to Performance Bank Guarantee.
Section 5 - Previous transgression
(1) The Bidder declares that no previous transgressions occurred in the last three years with
any other Company in any country conforming to the anti-corruption approach or with
any Public Sector Enterprise in India that could justify his exclusion from the tender
process.
(2) If the Bidder makes incorrect statement on this subject, he can be disqualified from the
tender process or action can be taken as per the procedure mentioned in "Guidelines on
Banning of business dealings”.
Section 6 - Equal treatment of all Bidders / Contractors / Sub-Contractors
(1) In case of Sub-contracting, the Principal Contractor shall take the responsibility of the
adoption of Integrity Pact by the Sub-Contractor.

(2) The Principal will enter into agreements with identical conditions as this one with all Bidders
and Contractors.
(3) The Principal will disqualify from the tender process all bidders who do not sign this Pact or
violate its provisions.
Section7- Criminal charges against violating Bidder(s)/Contractor(s)/ Sub-Contractor(s)
If the Principal obtains knowledge of conduct of a Bidder, Contractor or Sub¬Contractor, or
of an employee or a representative or an associate of a Bidder, Contractor or Sub-Contractor
which constitutes corruption, or if the Principal has substantive suspicion in this regard, the
Principal will inform the same to the Chief Vigilance Officer.
Section 8 - Independent External Monitor
(1) The Principal appoints competent and credible Independent External Monitor for this Pact
after approval by Central Vigilance Commission. The task of the Monitor is to review
independently and objectively, whether and to what extent the parties comply with the
obligations under this agreement.
(2) The Monitor is not subject to instructions by the representatives of the parties and performs
his/ her functions neutrally and independently. The Monitor would have access to all
Contract documents, whenever required. It will be obligatory for him / her to treat the
information and documents of the Bidders/Contractors as confidential. He/ she reports to the
Chairman, Coal India Limited / CMD, Subsidiary Companies
(3) The Bidder(s) / Contractor(s) accepts that the Monitor has the right to access without
restriction to all Project documentation of the Principal including that provided by the
Contractor. The Contractor will also grant the Monitor, upon his/ her request and
demonstration of a valid interest, unrestricted and unconditional access to their project
documentation. The same is applicable to Sub-Contractors.
(4) The Monitor is under contractual obligation to treat the information and documents of the
Bidder(s) / Contractor(s) / Sub-Contractor(s) with confidentiality. The Monitor has also
signed declarations on 'Non-Disclosure of Confidential Information ' and of 'Absence of
Conflict of Interest'. In case of any conflict of interest arising at a later date, the IEM shall
inform Chairman, Coal India Limited / CMD, Subsidiary Companies and recuse himself /
herself from that case.
(5) The Principal will provide to the Monitor sufficient information about all meetings among
the parties related to the Project provided such meetings could have an impact on the
contractual relations between the Principal and the Contractor. The parties offer to the
Monitor the option to participate in such meetings.
(6) As soon as the Monitor notices, or believes to notice, a violation of this agreement, he/ she
will so inform the Management of the Principal and request the Management to discontinue
or take corrective action, or to take other relevant action. The Monitor can in this regard
submit non-binding recommendations. Beyond this, the Monitor has no right to demand
from the parties that they act in a specific manner, refrain from action or tolerate action.
(7) The Monitor will submit a written report to the Chairman, Coal India Limited / CMD,
Subsidiary Companies within 8 to 10 weeks from the date of reference or intimation to him

by the Principal and, should the occasion arise, submit proposals for correcting problematic
situations.
(8) If the Monitor has reported to the Chairman, Coal India Limited / CMD, Subsidiary
Companies, a substantiated suspicion of an offence under relevant IPC/ PC Act, and the
Chairman, Coal India Limited / CMD, Subsidiary Companies has not, within the reasonable
time taken visible action to proceed against such offence or reported it to the Chief
Vigilance Officer, the Monitor may also transmit this information directly to the Central
Vigilance Commissioner.
(9) The word 'Monitor' would include both singular and plural.
Section 9 - Pact Duration
This Pact begins when both parties have legally signed it. It expires for the Contractor 12
months after the last payment under the contract, and for all other Bidders 6 months after the
contract has been awarded. Any violation of the same would entail disqualification of the
bidders and exclusion from future business dealings.
If any claim is made / lodged during this time, the same shall be binding and continue to be
valid despite the lapse of this pact as specified above, unless it is discharged / determined by
Chairman Coal India Limited / CMD, Subsidiary Companies
Section 10 - Other provisions
(1) Changes and supplements as well as termination notices need to be made in writing. Side
agreements have not been made.
(2) If the Contractor is a partnership or Joint Venture (JV), this agreement must be signed by all
partners or JV members.
(3) Should one or several provisions of this Agreement turn out to be invalid, the remainder of
this Agreement remains valid. In this case, the parties will strive to come to an Agreement to
their original intentions.
(4) Issues like Warranty / Guarantee etc. shall be outside the purview of IEMs.
(5) In the event of any contradiction between the Integrity Pact and its Annexure, the Clause in
the Integrity Pact will prevail.
Section 11- Facilitation of Investigation
In case of any allegation of violation of any provisions of this Pact or payment of
commission, the BUYER or its agencies shall be entitled to examine all the documents
including the Books of Accounts of the BIDDER and the BIDDER shall provide necessary
information and documents in English and shall extend all possible help for the purpose of
such examination.
Section 12- Law and Place of Jurisdiction
This Pact is subject to Indian Law. The place of performance and jurisdiction is the seat of the
BUYER.

Section 13- Other Legal Actions
The actions stipulated in this Integrity Pact are without prejudice to any other legal action that
may follow in accordance with the provisions of the extant law in force relating to any civil or
criminal proceedings.
(For & On behalf of the Principal) (For & On behalf of Bidder/ Contractor)
(Office Seal) (Office Seal)
Place……………..
Date…………………..
Witness 1: Witness 2:
(Name & Address) (Name & Address)

ANNEXURE-A
Guidelines for Indian Agents for Foreign supplier (Part of Integrity Pact)
1. Authorized Indian Agent of a foreign manufacturer or indigenous manufacturer is also eligible
to quote on behalf of its principal against the tender, in case manufacturer as a matter of
corporate policy does not quote directly. However, in such case, authorized Indian Agent shall
have to upload scanned copy of tender specific Manufacturer’s Authorization-signed and
stamped by the manufacturer to quote against the CIL Tender, indicating the Tender Reference
No. and date along with the offer. The authorized Indian Agent is to upload scanned copies of
details in respect of its organization along with the copies of document like certificate of
incorporation / registration etc. alongwith the offer. The firm (Indian Agent) should be in
existence for 3 years on the date of tender opening, irrespective of date of appointment as
Indian Agent. In case an Indian Agent is participating in a tender on behalf of one
manufacturer, it is not allowed to participate / quote on behalf of another manufacturer in this
tender or in a parallel tender for the same item. Further, in a tender, either manufacturer can
quote or its authorized Indian Agent can quote but both are not allowed to participate/ quote in
the same tender. Also, one manufacturer can authorise only one agent to quote in the same
tender. All the bids, not quoted as per the above guidelines, will be rejected.
2. The Foreign manufacturer must indicate the name & address of its agent in India. It should also
indicate the commission payable to them and the specific services rendered by them. The
Indian Agency commission will be payable only on FOB prices of goods and it should be
quoted as a percentage of the FOB price. In case, the foreign manufacturer does not have any
Indian Agent, it should be clearly mentioned in the bid. In terms of Integrity Pact, the Bidder
has also to disclose all payments to agents, brokers or any other intermediaries.
The amount of agency commission payable to Indian Agent should not exceed 5% or what is
specified in agency agreement, whichever is lower.
3. In addition to above A certificate that no commission is payable by the principal supplier to any
agent, broker or any other intermediary against this contract other than percentage as indicated
in BOQ (not exciding 5% of FOB) of FOB value of the contract to Indian Agent. This
certificate forms a part of letter of credit.
4. The payment of Indian Agency Commission, if any, involved, may be considered in case of
necessity, subject to compliance of the Government of India guidelines issued from time to
time. The name of the Indian Agent with their full address and the quantum of Agency
commission if any, payable shall have to be mentioned in the offer by the foreign manufacturer.
The following documents shall be submitted by the Bidder in case of contract with foreign
principals involving Indian agents:
a. Foreign principal’s pro-forma invoice or any other authentic document indicating the
commission payable to the Indian agent, nature of after sales service to be rendered by the
Indian Agent and the precise relationship between the Principal and the Agent and their mutual
interest
b. Copy of the agency agreement if any with the foreign principal stating the precise relationship
between them and their mutual interest in the business.
However, if all the details given in Para - (i) are complied with, the requirement of submission
of document mentioned at Para - (ii) may be waived.
5. Agency commission, if any, shall be paid in equivalent Indian Rupees.

Exploration, development and operation of the Project. Work shall also include detailed survey, scientific study, hydro-geological study; preparation of geological report, mining plan and detailed project report

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Exploration, development and operation of the Project. Work shall also include detailed survey, scientific study, hydro-geological study; preparation of geological report, mining plan and detailed project report