1

Request for Proposal

For

Supply of Power On

Medium Term Basis To

Vedanta Limited, Jharsuguda.

(RFP No : CPP/1800/RFP/221217)

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Contents 1. IMPORTANT INSTRUCTIONS ............................................................................... 4

2. ELIGIBILITY OF BIDDERS ...................................................................................... 4

3. TERMS & CONDITIONS FOR SUPPLY OF ENERGY ............................................ 6

4. TRADING LICENSE ................................................................................................. 7

5. BID QUANTITIES .................................................................................................... 7

6. SOURCES ................................................................................................................ 7

7. EARNEST MONEY DEPOSIT (EMD) ..................................................................... 7

8. TARIFF ..................................................................................................................... 8

9. BID PROCESS ......................................................................................................... 9

10. OPEN ACCESS ..................................................................................................... 9

11. ENERGY BILLING & PAYMENT ....................................................................... 10

12. REBATE ............................................................................................................. 10

13. SURCHARGE ...................................................................................................... 11

14. CONTRACT PERFORMANCE GUARANTEE (CPG) ......................................... 11

15. PAYMENT SECURITY MECHANISM ................................................................ 11

16. REVISION OF SCHEDULE / CANCELLATION OF OPEN ACCESS ................... 11

17. COMPENSATION FOR DEFAULT IN SCHEDULING ....................................... 11

18. FORCE MAJEURE .............................................................................................. 12

19. VALIDITY OF BID ............................................................................................... 12

20. TERMINATION .................................................................................................. 12

21. POWER PURCHASE AGREEMENT .................................................................. 12

22. LANGUAGE OF DOCUMENTS .......................................................................... 12

23. COMMUNICATION ........................................................................................... 12

24. SCHEDULE OF BID PROCESS ............................................................................. 13

25. JURISDICTION ................................................................................................... 13

26. LIST OF ANNEXURES ........................................................................................ 13

27. LIST OF DOCUMENTS TO BE SUBMITTED WITH BID ....................................... 13

28. DISCLAIMER AND VEDANTA LIMITED RIGHTS .............................................14

Annexure A : Letter comprising the Bid ...................................................................... 15

Annexure B : Bidder’s Company Data ......................................................................... 19

Annexure C : Certificate of Technical Capacity of the Bidder .................................... 20

Annexure D : Financial Capacity of the Bidder ........................................................... 23

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Annexure E : Statement of Legal Capacity ................................................................. 25

Annexure F : Price Bid ................................................................................................. 26

Annexure G : Format of Bank Guarantee for EMD (To be on Non- Judicial stamp Paper of appropriate value as per stamp Act relevant to place of execution) ........ 29

Annexure H : Format for Letter of credit ................................................................... 32

Annexure I : Format of Bank Guarantee for CPG ....................................................... 35

Annexure J : Format for submission of queries on RFP/PPA..................................... 38

NOTE :- This RFP outlines the terms and conditions subject to which Vedanta Limited (VL),

Jharsuguda is inviting offers for procurement of energy and provides the template of bid

and the details as to the information to be provided by the Bidder while submitting the

bids. It also briefly outlines the process that will be followed by VL for evaluation of the bids.

1. IMPORTANT INSTRUCTIONS

a. With the issuance of this RFP No CPP/1800/RFP/221217, the EOI No.

EOI/VL/1800/JSG/JUL/2017 along with all the Corrigenda stands withdrawn.

b. There is no modification in EMD and Performance Guarantee conditions and hence

the Bidders who have already submitted bids in accordance with EOI No.

EOI/VL/1800/JSG/JUL/2017 and who are also willing to submit their bids in accordance

with the terms of this RFP are requested to extend the validity of the EMD as per the

terms and conditions of this RFP.

c. VL reserves the right to increase/decrease the quantum of procurement as per its

requirement before placing the LOA/LOI to the successful bidders.

d. Bids should reach the address mentioned in Clause 23 of this RFP by post or to the

mentioned E-Mail ID while the required EMD should reach the address mentioned

in Clause 23 on or before the bid due date.

e. VL reserves the right to reject any or all bids or to accept any bid in full or in part, as

may be required by VL, without assigning any reason what so ever.

f. A draft power purchase agreement is issued herewith. No deviation shall be

allowed on the terms and conditions of the RFP or PPA. Upon submission of bid it

shall be construed that the bidder unconditionally accepts the terms and

conditions of the RFP and PPA.

g. Bidders shall not be allowed to modify or withdraw bids post the bid due date. If

the bidder withdraws bid after bid due date then VL shall forfeit the EMD.

h. VL may, at any time during the bid process, request the bidder to provide any additional information which may, in VL’s opinion, be necessary for successful completion of bid process. The bidder shall be obligated to furnish all such information as requested by VL failing which the bid may be rejected at the discretion of VL.

2. ELIGIBILITY OF BIDDERS

VL is inviting bids from Generators, State Electricity Boards, State Electricity Utilities,

States, IPPs, CPPs, Traders having valid Inter State Trading License issued by CERC for

interstate trading of energy or any other interested party to enable VL in meeting its

demand/requirement of power in the Jharsuguda Smelter as per the following

schedule:

Period Duration Quantum @ VL ex-

bus

01st Jun’ 2018 – 31st Aug’

2018

0000 – 2400 Hours /

RTC

250 MW

01st Sept’ 2018 – 31st Aug’

2021

0000 – 2400 Hours /

RTC

500 MW

Vedanta Limited reserves the right to procure a quantum of 500 MW + 10% of power

depending upon bids received.

Before opening of price bids, the Bidders will be evaluated on the following

parameters and price bids of only eligible bidders shall be opened.

(A) Technical Capacity: (i) The Bidder shall own and operate power generating station(s) (the “Eligible

Project(s)”), from which the Bidder intends to supply power under this RFP, having an installed capacity equivalent to at least twice the capacity for which the Bidder is willing to Bid. In case the Bidder is a Trading Licensee, these conditions shall be fulfilled through the Developer. For the purpose of this document, “Developer” shall mean the owner of the Power Station from which the Trader shall supply the power to VL.

(ii) In case of Bidder being a Trading Licensee, such Trading Licensee should have

executed a power purchase agreement or an equivalent arrangement with the Developer(s) for atleast the capacity for which the bid has been submitted. Such power purchase agreement between the Developer(s) and the Trading License must be valid and in force during the supply period mentioned in the RFP.

(iii) The generating station (s) from which the Bidder is willing to supply power should have untied / spare capacity to be able to supply power equivalent to the bid quantum at delivery point after accounting for all transmission and distribution losses for the entire contract period. The Bidder should consider sufficient margin to account for variation in transmission and distribution losses during the term of the PPA. The Bidder should demonstrate such untied / spare capacity in his technical bid.

(iv) The Power Station has access to an assured supply of Fuel through a valid fuel supply agreement in case imported coal is being utilized for supply of power to VL;

(B) Financial Capacity: The Bidder shall have a minimum Net Worth equivalent to Rs. 1

crore (Rs. one crore) per MW of the capacity the Bidder is willing to Bid, at the close of the preceding financial year. In case the Bidder is a Trading Licensee, the

condition under (B) may be either fulfilled jointly or severally by the Trading Licensee and Developer.

In computing the Technical Capacity and Net Worth of the Bidder under conditions (A)

and (B) above, the Technical Capacity and Net Worth of its Associates would also be

eligible hereunder.

Provided that in case the Bidder is a Trading Licensee, the Developer’s Associate shall

not be eligible for computing Technical Capacity under (A) and only the Developer’s

Technical Capacity shall be considered.

For purposes of this document, Associate means, in relation to the Bidder, a person who

controls, is controlled by, or is under the common control with such Bidder. As used in

this definition, the expression “control” means, with respect to a person which is a

company or corporation, the ownership, directly or indirectly, of more than 50% (fifty

per cent) of the voting shares of such person, and with respect to a person which is not

a company or corporation, the power to direct the management and policies of such

person by operation of law.

3. TERMS & CONDITIONS FOR SUPPLY OF ENERGY

The Supply period and quantum shall be as per the table below:

Period Duration Quantum @ VL

ex-bus

01st Jun’ 2018 – 31st Aug’ 2018 0000 – 2400 Hours / RTC 250 MW

01st Sept’ 2018 – 31st Aug’

2021

0000 – 2400 Hours / RTC 500 MW

Vedanta Limited reserves the right to procure a quantum of 500 MW + 10% of

power depending upon bids received.

Bidder can bid only Round-the-Clock quantum, as per the format annexed to this RFP,

subject to the terms and conditions as provided in the subsequent clauses.

Booking of transmission corridor for open access shall be done maximum for a

period of 6 months

Offers from traders duly accompanied by details of the respective source(s) of

supply of power (generating station) shall only be considered.

Subject to availability of untied capacity with the Supplier and availability of fuel, the Procurer, with the consent of the Supplier, may procure an additional power not more than 500 MW during scheduled/unscheduled maintenance of its captive power plant. The terms and conditions for such procurement of additional power shall be in accordance with clauses mentioned in the PPA.

4. TRADING LICENSE

The Traders submitting bids should have a valid license from the Central Electricity

Regulatory Commission (CERC) for Inter-State/Intra-State trading of Electricity. The

trader is also required to submit a photocopy of the same along with the bid.

5. BID QUANTITIES

The Bidder shall indicate the quantum (MW) which it is ready to supply at

delivery point after accounting for all transmission and distribution losses. The Bidder

is required to bid for a minimum of 20 (Twenty) MW & 100 (Hundred) MW for

Renewable & Non-Renewable Sources respectively otherwise its bid shall be

rejected. Bidder is required to quote a fixed quantum not less than the specified

minimum quantum from each source for the period mentioned in Clause 3.

6. SOURCES

The Bidder shall provide the details of source of supply i.e. whether the energy shall

be supplied from a specific generating source or portfolio of sources (subject to the

condition that VL shall be liable to pay the fee for only one application/ single source).

The Bidder shall also specify whether the source of supply is a renewable

source or not.

7. EARNEST MONEY DEPOSIT (EMD)

The EMD needs to be submitted along with the bid on or before bid due date. VL

shall accept bids only from those Bidders who have submitted proper EMD. The

Bidders are required to submit EMD for the total capacity which they wish to offer

@ Rs. 10,80,000/- per MW basis either in the form of Bank Guarantee issued by any

Nationalized/Scheduled Bank or Demand Draft in favour of ‘VEDANTA LIMITED –

ALUMINIUM & POWER’ payable at Bhubaneshwar or through RTGS transfer to the

following details :-

Beneficiary Name Account No. IFSC Code Bank Address

VEDANTA LIMITED – ALUMINIUM & POWER

054451000039 ICIC0000544 ICICI BANK,

MIDC, MUMBAI

The validity of such Bank Guarantee shall be 60 days from the last date for bid

submission mentioned in Clause 24 of this RFP. For Example: For a requirement of

100 MW on RTC basis, the EMD shall be Rs. 10,80,000 x 100 MW = Rs. 1.80 Crore

The EMD shall be forfeited:

If Bidder withdraws bid during bid validity period as specified in Clause 19 of

RFP

For non-submission of Contract Performance Guarantee as specified in this

RFP

The EMD shall be refunded to the unsuccessful Bidders within 10 days of expiry of

bid validity period. The EMD of the successful Bidder shall be retained till it has

provided the Contract Performance Guarantee.

8. TARIFF

The Bidder shall quote the tariff (in Rs./kWh) at which it is prepared to deliver the

energy at the delivery point. The tariff shall have two components:

a. Fixed component: The VL ex-bus rate comprising of both Capacity charge and Energy

charge (inclusive of all taxes, charges, duties except CSS and ED) which shall remain

fixed for the entire Contract Period. In case of Trader, the trading margin shall be part

of Fixed component.

b. Pass-through component: Transmission charges & losses, as revised from time to

time by CTU/STU, wheeling charges & losses in Distribution network, which shall be paid

on-actual basis as per regulations, tariff orders and notifications of appropriate

commission.

The Bidder is required to quote both the above components separately in Annexure F.

For bid evaluation purpose, the pass-through component as applicable on the date

which is seven (7) days prior to the bid due date shall be considered.

Further, the price should be on the following basis:

The delivery point shall be Vedanta Limited’s CPP-1800 ex-bus connected t0 400 kV

OPTCL network of Odisha-STU.

The rate of offered power (in Rs./kWh) should be quoted at the delivery point (i.e. VL

ex-bus) and should be limited to 3 (three) decimal points as per format for financial

offer.

Successful bidder shall be applying for the Short/Medium term open access booking

as per the latest open access Regulations/Guidelines in vogue. The successful bidder

shall be responsible for the delivery of power at VL ex-bus periphery.

The transmission charges (POC Injection & Withdrawal charges), transmission

losses (POC Injection & Withdrawal losses), Odisha STU Charges & Losses,

RLDC/SLDC charges, application/concurrence charges or any other charges covered

under Open Access Regulations notified by Central/Odisha Electricity Regulatory

Commission (CERC/OERC) and the procedure for Open Access stipulated by the

Central/State Transmission Utility (CTU/STU) (as amended up to date) for supply of

energy up to the delivery point shall be borne by the Bidder, if applicable.

Cross Subsidy Surcharge and Electricity Duty shall be borne by VL. VL shall in no

way be liable for any other charges up to delivery point except for the charges of

energy delivered at delivery point on the basis of the REA/SEA data of ERPC/Odisha-

SLDC as per the latest open access regulations applicable.

9. BID PROCESS

The process for selection of successful bidder is as follows:

All bids submitted in accordance with the terms and conditions of this RFP,

complete with all the documents in the prescribed format, shall be

considered for evaluation by VL.

Before opening of financial bid, the Bidder shall be evaluated on Technical

and Financial parameters mentioned in clause 2 of this RFP.

The financial bid of only the eligible bidders shall be opened and the bidder

with lowest quoted tariff shall be declared the successful bidder. In the event

that two or more Bidders quote the same amount of Tariff for (a) the full Capacity

Required; (b) one full Capacity Required and other part of the Capacity Required;

(c) Capacity totalling more than the Capacity Required and (d) Capacity totalling

the Capacity Required (the "Tie Bidders"), VL shall identify the successful Bidder

under (a) by declaring the bidder whose untied capacity is higher as the

successful Bidder; under (b) by declaring the Bidder who has offered full Capacity

Required as the successful Bidder; under (c) by declaring the Bidder with

maximum Capacity as first successful Bidder and other Bidder as second

successful Bidder with remaining Capacity and under (d) by declaring both the

Bidders as the successful Bidder with respective Capacity.

VL shall issue an LOA/LOI, as per the mutually agreed tariff & terms, to the

successful bidder within 20 (twenty) days of communication of bid being

successful. The bidder shall be required to convey its acceptance of the

same within 2 (two) days through fax/e-mail.

The successful bidder shall have to enter into a power purchase agreement

within 5 (five) days from the date of LOA or confirmation of Letter of Intent by

the bidder.

10. OPEN ACCESS

Booking of Transmission Corridors: The successful bidder shall apply for booking

of the open access transmission corridor to nodal RLDC. Booking of transmission

corridor shall be done maximum for a period of 6 months at one time.

Bidder shall be fully responsible for the timely filing of open access application

before the nodal RLDC and coordinating with the relevant RLDC/SLDC so as to get

the timely consent & booking of the open access corridor. The energy shall be

scheduled and dispatched as per the relevant provisions of CERC/OERC

regulations for Short/Medium term open access and Procedure for reservation of

Transmission Capacity for Short/Medium Term open access customers (Inclusive

of all the amendments till date).

The successful bidder shall apply for booking of advance reservation in such a

manner so as to get the maximum quantum from the shortest route. It is

therefore required from the Bidder to first apply in MTOA for the applicable

period and then apply in STOA for the remaining period of supply which cannot be

covered under MTOA application.

Refunds in case of Revision: In case VL surrenders the already booked Open Access

corridor, VL shall bear the Open Access Charges, to be deducted by ERLDC for such

surrender of booked corridor as per the prevailing open access regulations. The

open access charges as payable by VL shall be reimbursed to the successful bidder

within 7 days of the receipt of the bill raised by Bidder, if any. In case, the

transmission corridor booked on advance reservation basis, is

surrendered/cancelled by the successful bidder, then all the transmission charges

shall be borne by the successful bidder.

11. ENERGY BILLING & PAYMENT

Billing for STOA/MTOA Approvals: For the energy supply made during the month,

the successful bidder shall raise monthly bills based on the REA/SEA data (issued

by ERPC/ Odisha-SLDC).

The successful bidder shall have to raise monthly bill by the 5th of every month. In case 5th day is a holiday then the next working day shall be the due date for submission of bill.

The bill must separately specify the Fixed as well as Pass-through components of tariff. The bills must be accompanied by the REA/SEA data (issued by ERPC/ Odisha-SLDC) documents and orders / notifications / regulations of appropriate commission for verification of Fixed and Pass-through components of tariff.

Payment: VL shall make energy payments within due date, i.e. 30 days from the

receipt of bill (excluding the day of receipt of bill), through email from successful

bidder. The bill must be mailed on any bank working day before 1700 Hrs,

otherwise the date of receipt of bill shall be considered as the next working day.

However, hard copies of the bill shall invariably be sent to VL through courier. In

case the 30th day is a holiday, the next working day would be the due date for the

payment. Based on VL discretion, the payments shall either be made through RTGS

transfer or through Letter of Credit.

12. REBATE

Successful bidder shall allow 02% (two percent) rebate on the billed amount of

energy charges including trading margin, if VL makes payment of the bill through

RTGS within 7 days from the date of Receipt (excluding the day of receipt of bill).

Successful bidder shall allow 01% (one percent) rebate on the billed amount of energy

charges including trading margin, if VL makes payment of the bill through RTGS

after 7 days but on or before the 30th day from the date of Receipt. However, no

rebate shall be applicable on payment of open access charges.

13. SURCHARGE

A surcharge of 0.75 % (zero point seven five percent) per month shall be applied on

all payments outstanding after 60 (sixty) days from the due date of payment.

Thereafter surcharge shall be calculated on day-to-day basis for each day of delay.

In case VL fails to make payment within 90 (ninety) days from due date of payment,

the successful bidder shall have the right to sell the whole or part of the Contracted

Capacity to any third party for recovery of its dues. Supply of electricity to VL shall

be restored no later than 7 (seven) days from the day on which VL pays, or is deemed

to have paid, the arrears due to the successful bidder.

14. CONTRACT PERFORMANCE GUARANTEE (CPG)

The successful bidder shall be required to furnish CPG within 7 days from the date

of communication from VL of bid being successful. The CPG shall be in the form

of BG from any scheduled bank in India or Demand Draft in favour of ‘VEDANTA

LIMITED – ALUMINIUM & POWER’ payable at Bhubaneshwar or through RTGS

transfer to the following details :-

Beneficiary Name Account No. IFSC Code Bank Address

VEDANTA LIMITED – ALUMINIUM & POWER 054451000039 ICIC0000544

ICICI BANK, MIDC, MUMBAI

The quantum of CPG shall be calculated @ Rs.2.5 Lakh/MW/Month of Contract

Period subject to a maximum of 6 months. Validity of the CPG shall be till 90th day

from the last day of Contract.

15. PAYMENT SECURITY MECHANISM

Shall be as described in the PPA.

16. REVISION OF SCHEDULE / CANCELLATION OF OPEN ACCESS

Revision of Schedules by the successful bidder should be firm and intimated 2 days

in advance (except only in case of Forced Outage) so as to allow VL to arrange the

revised quantum of power from any third party. VL shall be entitled to receive

compensation on account of procurement of power from alternate source as

described in the PPA.

17. COMPENSATION FOR DEFAULT IN SCHEDULING

Shall be as described in the PPA

18. FORCE MAJEURE

Shall be as described in the PPA

19. VALIDITY OF BID

The bid should be valid for at least 90 (ninety) days from the bid due date.

20. TERMINATION

Shall be as described in the PPA.

21. POWER PURCHASE AGREEMENT

All the terms and conditions relating to power supply have been mentioned in

the draft Power Purchase Agreement (PPA) enclosed with this RFP. The bidder is

requested to review the terms and conditions and prepare bid accordingly. Upon

submission of bid it shall be construed that the bidder unconditionally agrees

with all the terms and conditions of the draft PPA. The bidder is required to initial

on each page of the draft PPA as acceptance of the terms and conditions and

submit it to VL.

The successful bidder shall have to enter into a power purchase agreement within

5 (five) days from the date of LOA or confirmation of Letter of Intent by the bidder

22. LANGUAGE OF DOCUMENTS

All information and documents submitted must be in English language.

23. COMMUNICATION

All communication in relation to this RFP including bid submission shall be done through email or post only.

E-mail ID : power.procurement@vedanta.co.in

Subject for E-mail : Bidder Name (in Short form, e.g. TPTCL/NVVN) bid for RFP No : _

CPP/1800/RFP/221217_

Postal Address : IPP – Head, 1st Floor, IPP Admin Building, Vedanta Limited, Village – Burkhamunda, District – Jharsuguda, PIN – 768202

For Postal communication, please write the below mentioned heading on top of the envelope : Bidder Name (in Short form, e.g. TPTCL/NVVN) bid for RFP No : _

CPP/1800/RFP/221217_

24. SCHEDULE OF BID PROCESS

Event Date

Date of issuance of bids 22-Dec-17

Due date for bid submission (bid due date) 05-Jan-18

Communication on award of contract to successful bidder 20-Jan-18

Issue of Letter of Award 30-Jan-18

25. JURISDICTION

All legal proceedings in connection with this RFP and resulting PPA with the successful

bidder shall be subject to the territorial jurisdiction of the local civil courts at New

Delhi only.

26. LIST OF ANNEXURES

Annexure Submission format

Annexure A : Letter comprising the Bid Duly filled

Annexure B : Bidder’s Company Data Duly filled

Annexure C : Certificate of Technical Capacity of Bidder

Duly filled

Annexure D : Certificate of Financial Capacity of Bidder

Duly filled

Annexure E : Statement of Legal Capacity Duly filled

Annexure F : Price Bid Duly filled

Annexure G : Format for unconditional and irrevocable bank guarantee for EMD

Duly filled (only if EMD is in form of bank guarantee)

Annexure H : Format for Letter of Credit Initials at bottom of each page

Annexure I : Format for bank guarantee for CPG

Initials at bottom of each page

Annexure J : Format for submission of queries on RFP/PPA

Duly filled (only in case bidder has queries)

Draft Power Purchase Agreement Initials at bottom of each page

27. LIST OF DOCUMENTS TO BE SUBMITTED WITH BID

1. Annexures as mentioned in clause 26 of this RFP 2. Signed copy of Fuel Supply Agreement, if applicable. In case the fuel supply

agreement is not available now, the Bidder shall give an undertaking that the Fuel Supply Agreement shall be made available prior to signing of the Power Purchase Agreement.

3. Signed copy of Power Purchase Agreements, in case of Bidder being a Trading Licensee

4. Copy of Trading License, in case of Bidder being a Trading Licensee

VL shall reject the bid if it is not accompanied with all of the above listed documents (as applicable).

28. DISCLAIMER AND VEDANTA LIMITED RIGHTS

This document shall not be construed as an offer and VL shall not be bound to

purchase energy from any bidder pursuant to this document. VL reserves the right

to modify or withdraw from the process initiated by it. VL reserves the right to

reject any or all bids, or any portion of a specific bid for any reason. VL reserves the

right to enter into PPA with one or more of the bidders. VL assumes no obligation

to provide a reason for rejection of a bidders’ bid in full or in part.

Annexure A : Letter comprising the Bid

(Signed copy to be submitted to VL) Dated:

[The ......... ,

Sub: Bid for sale of power

Dear Sir,

1. With reference to your Bidding Document dated 22.12.2017, comprising of the RFP & PPA, I/we, having examined the Bidding Document and understood their contents, hereby submit my/our Bid for supply of power. The Bid is unconditional and unqualified.

2. I/ We acknowledge that VL will be relying on the information provided in the Bid and the documents accompanying the Bid for selection of the Supplier for the supply of power, and we certify that all information provided therein is true and correct; nothing has been omitted which renders such information misleading; and all documents accompanying the Bid are true copies of their respective originals.

3. This statement is made for the express purpose of our selection as Supplier for sale of power to VL.

4. I/ We shall make available to VL any additional information it may find necessary or require to supplement or authenticate the Bid.

5. I/ We acknowledge the right of VL to reject our Bid without assigning any reason or otherwise and hereby waive, to the fullest extent permitted by applicable law, our right to challenge the same on any account whatsoever.

6. I/ We certify that in the last three years, we or our Associates and the Developer (to be inserted in case of a Trading Licensee being the Bidder) have neither failed to perform on any contract, as evidenced by imposition of a penalty by an arbitral or judicial authority or a judicial pronouncement or arbitration award, nor been expelled from any project or contract by any public authority nor have had any contract terminated by any public authority for breach on our part.

7. I/ We declare that:

7.1 I/ We have examined and have no reservations to the Bidding Document, including any Addendum issued by VL; and

7.2 I/ We have not directly or indirectly or through an agent engaged or indulged in any corrupt, fraudulent practice, coercive, undesirable or restrictive practice in respect of this Bidding Process

7.3 I/ We hereby certify that we have taken steps to ensure that, 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

8. I/ We understand that you may cancel the Bidding Process at any time and that you are neither bound to accept any Bid that you may receive nor to invite the Bidders to Bid for the contract, without incurring any liability to the Bidders

9. I/ We believe that we satisfy the Net Worth criteria and meet the requirements as specified in the Bidding Document.

10. I/ We declare that we or our Associates are not a Member of a/ any other Bidder submitting a Bid for supply of power.

11. I/We declare that the Developer is not a Bidder or Member of any other Bidder submitting the bid where I/We as Trading Licensee am/are submitting the bid.

12. I/ We certify that in regard to matters other than security and integrity of the country, we or any of our Associates and the Developer (to be inserted in case of a Trading Licensee being the Bidder) have not been convicted by a Court or indicted or adverse orders passed by a regulatory authority which could cast a doubt on our ability to undertake the supply of power or which relates to a grave offence that outrages the moral sense of the community.

13. I/ We further certify that in regard to matters relating to security and integrity of the country, we or any of our Associates and the Developer (to be inserted in case of a Trading Licensee being the Bidder) have not been charge-sheeted by any agency of the Government or convicted by a Court.

14. I/ We further certify that no investigation by a regulatory authority is pending either against us or against our Associates and the Developer (to be inserted in case of a Trading Licensee being the Bidder) or against our CEO or any of our directors/ managers/ employees.

15. I/ We undertake that in case due to any change in facts or circumstances during the Bidding Process, if we are attracted by the provisions of disqualification in terms of this RFP, we shall intimate VL of the same immediately.

16. I/ We acknowledge and agree that in the event of a change in control of an Associate and the Developer (to be inserted in case of a Trading Licensee being the Bidder) whose Technical Capacity and/ or in the event of a change in control of an Associate whose Financial Capacity was taken into consideration for the purposes of pre-qualification, I/We shall inform VL forthwith along with all relevant particulars and VL may, in its sole discretion, disqualify or withdraw the Letter of Award, as the case may be. I/We further acknowledge and agree that in the event such change in control occurs after signing of the PPA, it would, notwithstanding anything to the contrary contained in the Agreement, be deemed a breach thereof, and the PPA shall be liable to be terminated without VL being liable to us in any manner whatsoever.

17. I/ We hereby irrevocably waive any right or remedy which we may have at any stage at law or howsoever otherwise arising to challenge or question any decision taken by VL in connection with the selection of the Bidder, or in connection with the Bidding Process itself, in respect of the contract for supply of power and the terms and implementation thereof.

18. In the event of my/ our being declared as the successful Bidder, I/we agree to enter into an PPA in accordance with the draft that has been provided to me/us prior to the Bid Due Date. We agree not to seek any changes in the aforesaid draft and agree to abide by the same.

19. I/ We have studied all the Bidding Documents carefully. We understand that except to the extent as expressly set forth in the PPA, we shall have no claim, right or title arising out of any documents or information provided to us by VL or in respect of any matter arising out of or relating to the Bidding Process including the award of Contract.

20. I/ We offer a Bid Security of Rs. ... (Rupees ....................................................... only) to VL

21. The Bid Security in the form of a Demand Draft/ Bank Guarantee (strike out whichever is not applicable) is attached.

22. I/ We agree and understand that the Bid is subject to the provisions of the Bidding Documents. In no case, I/we shall have any claim or right of whatsoever nature if the contract is not awarded to me/us or our Bid is not opened or rejected.

23. The Tariff has been quoted by me/us after taking into consideration all the terms and conditions stated in the bidding document, draft PPA, our own estimates of costs and revenues, and after a careful assessment of all the conditions that may affect this contract.

24. I/ We agree and undertake to abide by all the terms and conditions of the Bidding Document.

25. I/We agree and undertake to abide by all the terms and conditions of the PPA

26. I/ We undertake to feed electric supply into the grid at a point that is economical and efficient, as determined by the RLDC or SLDC, as the case may be.

27. I/ We undertake to bear the transmission charges and transmission losses upto the point of delivery of electricity to VL from out of the Tariff quoted and in accordance with the terms to be set forth in the PPA.

28. I/We offer a Capacity of {...MW} from {Capacity, Name and address of the Project}

29. I/ We shall keep this offer valid for 90 (ninety) days from the Bid Due Date specified in the Bidding document.

In witness thereof, I/we submit this Bid under and in accordance with the terms of the RFP and PPA

Yours faithfully, Date: Signature of Authorized Signatory Place: Name: Designation: Name of Bidder:

Seal of Bidder:

Annexure B : Bidder’s Company Data

1. Name of the Bidder:

2. Name of the Contact Person:

3. E-Mail Address:

4. Postal Address:

5. Telephone:

6. Mobile No:

7. Fax Number:

8. Inter/Intra state Trading license (copy to be enclosed)

Category of License (in case of traders only) :

Validity till :

Date: Signature of Authorized Signatory Place: Name: Designation: Name of Bidder:

Seal of Bidder:

Annexure C : Certificate of Technical Capacity of the Bidder

Item Particulars of the Project

Title of the project / generating station

Name of Developer

Location of generating station (Specify place, district and state):

Installed capacity of the generating station

(Please provide unit wise data)

Project Type (Coal/ Gas etc.)

Capacity for which power purchase is already tied up

(Please provide details for each PPA – Procurer, contract period, quantum, type of procurement-RTC or peak hours, any other. In case of coal based power plant, please mention type of fuel used – e-auction coal or imported coal, linkage coal etc)

Total untied / spare capacity of the generating station in MW

Date of completion/ Commissioning – Unit wise

Fuel Supply arrangement

(Please provide details of all existing and future plans of Fuel Supply Arrangements. Attach additional pages if necessary)

Name of Associate(s) in case credit is being taken for experience of Associate

NOTE: Provide details of only those projects that have been undertaken by the Bidder under its own name and/ or by an Associate specified in Clause 2. In case the Bidder is a Trading Licensee, provide details of only those projects that have been undertaken by a Developer(s).

Date: Signature of Authorized Signatory Place: Name: Designation:

Company Seal:

Instructions:

1. A separate sheet should be filled for each Eligible Project.

2. The total number of units along with the details of the capacity of each unit should be provided.

3. The date of commissioning of the project, upon completion, should be indicated.

4. Certificate from the Bidder’s or Developer’s, as applicable, statutory auditor must be furnished as per formats below for each Eligible Project.

Provide Certificate as per this format only. Attach explanatory notes to the Certificate, if necessary. In jurisdictions that do not have statutory auditors, the firm of auditors which audits the annual accounts of the Bidder or its Associate may provide the certificates required herein.

5. In the event that credit is being taken for the Eligible Experience of an Associate, as defined in Clause 2, the Bidder should also provide a certificate in the format below:

Certificate from Statutory Auditor/ Company Secretary regarding Associate

Based on the authenticated record of the Company, this is to certify that more than 50% (fifty per cent) of the subscribed and paid up voting equity of

Certificate from the Statutory Auditor regarding Eligible Projects

Based on its books of accounts and other published information authenticated by it, this is to certify that .................... . (name of the Bidder/Associate) is an equity shareholder in ........... . (title of the project company) and holds Rs. …….. cr. (Rupees . crore) of equity (which constitutes….% of the total paid up and subscribed equity capital) of the project company. The project was commissioned on ........................................................... (date of commissioning of the project).

Name of the audit firm: Seal of the audit firm: (Signature, name and designation of the

authorised signatory)

Date:

( name o f t he Bid d e r/ As so c ia te ) i s hel d, d irect ly or indirectly, by (name of Associate/ Bidder). By virtue of the aforesaid share-holding, the latter exercises control over the former, who is an Associate in terms of Clause 2 of the RFP.

A brief description of the said equity held, directly or indirectly, is given below:

{Describe the share-holding of the Bidder and the Associate. In the event the Associate is under common control with the Bidder, the relationship may be suitably described and similarly certified herein}

Name of the audit firm:

Seal of the audit firm: (Signature, name and designation of Date: the authorised signatory).

In the case of indirect share-holding, the intervening companies in the chain of ownership should also be Associates i.e., the share-holding in each such company should be more than 50% in order to establish that the chain of “control” is not broken.

6. In the absence of any detail in the above certificates, the information would be considered inadequate and could lead to disqualification of the project.

Annexure D : Financial Capacity of the Bidder

(in case the Trading Licensee is the Bidder the words “and/or the Developer” shall be inserted)

The Net worth of the Bidder is computed as under:

Applicant Name FY 2014-15 FY 2015-16 FY 2016-17 (+)Subscribed and Paid-up Equity (+) Reserves

(-)Revaluation reserves

(-)miscellaneous expenditure not written off

(-)reserves not available for distribution to equity shareholders

Net Worth (In Rs. crore)

A certificate from the statutory auditor of the Bidder is enclosed in this regard. Date: Signature of Authorized Signatory Place: Name: Designation: Company Seal:

Instructions:

1. The Bidder should provide details of its own Financial Capacity or of an Associate specified in Clause 2. In case the Bidder is a Trading Licensee it should provide details of its own Financial Capacity and/or of the Developer.

2. The Bidder shall attach copies of the balance sheets, financial statements and

Annual Reports for 3 (three) years preceding the Bid Due Date. The financial statements shall:

(a) reflect the financial situation of the Bidder and its Associates where the Bidder is relying on its Associate’s financials; In case the Bidder is a Trading Licensee and is relying on the Financial Capacity of the Developer, it should reflect the financial situation of the Developer also;

(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).

3. Net Worth shall mean (Subscribed and Paid-up Equity + Reserves) less

(Revaluation reserves + miscellaneous expenditure not written off + reserves not available for distribution to equity shareholders).

4. Year will be the latest completed financial year, preceding the bidding.

5. The Bidder shall provide an Auditor’s Certificate specifying the net worth of the Bidder (in case the Trading Licensee is the Bidder the words “and/or of the Developer” shall be inserted). The methodology adopted for calculating such net worth shall be in accordance with Sl. No 3 above and Clause 2 of this RFP.

Annexure E : Statement of Legal Capacity

(To be provided by the MD/CEO/Whole time Director of the Company)

(To be forwarded on the letterhead of the Bidder)

Ref. Date:

To,

******,

Vedanta Limited

Dear Sir,

We have read the RFP and the PPA and are completely aware of the terms and conditions of the RFP and the PPA. We hereby confirm that we satisfy the terms and conditions laid out in the Bidding Document.

We have agreed that …… (insert name of the individual who is the Authorized Signatory of the Bidder) has been duly authorized to act on our behalf as our representative for all matter in relation to this RFP No No. ..CPP/1800/RFP/221217.. Dated …22.12.2017.. and to submit the Bid. Further, the authorised signatory is vested with requisite powers to furnish such letter and authenticate the same.

Thanking you, Yours faithfully,

(Signature, name and designation of the MD/CEO/Whole Time Director of the Bidder)

Accepted by:

(Signature, name and designation of the Authorised Signatory)

Annexure F : Price Bid

Sl Particulars Description

1 Period 01.06.18 To 31.08.21

2 Duration 0000–2400 Hrs

3 Source

(Renewable – Solar, Wind, Biomass etc./ Non-Renewable – Coal, Gas, Nuclear etc.)

4 Injection Point

5 MW @ Delivery Point*

01-Jun-18 to 31-Aug-18

01-Sep-18 to 31-Aug-18

6 Delivery Point VL ex-bus

7 Fixed Component of Tariff in Rs/kWh

8 Pass-through Component of Tariff in Rs/kWh (as on bid due date)

(Please provide break up of each component as per table below)

Break up of Pass-through components of tariff (Sl. 8 above):

Sl Particulars

Charges in Rs/unit.

Charges as mentioned in tariff order / regulations / notifications **

A Fixed Component

B Intra-state transmission charge at home state of generating state

C Cost of Intra-state transmission loss at home state of generating state

D Inter-state transmission charge

E Cost of Inter-state transmission loss

F Intra-state transmission charge for Delhi Transco

G Cost of Intra-state transmission loss for Delhi Transco

H Wheeling charges for distribution network of Discom

I SLDC / RLDC Charges

Pass-through Component of Tariff in Rs/kWh (as on bid due date)

* In case the bidder is a Trading Licensee, it shall provide details for each Developer from whom the trader shall procure power for sale to VL.

** Please mention this as specified in the relevant tariff order / regulations / notifications as on date which is seven (7) days prior to bid due date. For example, Transmission Losses are mentioned in % and Charges are mentioned in Rs/MW. Provide the relevant tariff order / regulations / notifications in support of the various pass-through components. NOTE : The Fixed Component of Tariff shall be inclusive of trading margin, if applicable

Date: Signature of Authorized Signatory Place: Name: Designation: Name of Bidder:

Seal of Bidder:

Annexure G : Format of Bank Guarantee for EMD (To be on Non- Judicial stamp Paper of appropriate value as per stamp Act

relevant to place of execution)

BANK GUARANTEE FOR EMD

To:

XXXXX,

XXXXX

In consideration of ___________________ (Insert Name of Bidder) submitting the Bid inter alia for supply of power on short/Medium term basis for the period __________ (Insert Date) to __________ , (Insert Date) through tariff based Competitive Bidding Process in response to the RFP .. No. CPP/1800/RFP/221217.. issued by Vedanta Limited (herein after referred to as “VL”) agreeing to consider the bid of ________________________________________ (Insert Name of Bidder) as per the terms of the bid document and the _________________________ (Insert Name of Bank)

a Banking company registered under the Companies Act 1956 and having its licensee to carry out Banking Business under the Banking Regulation Act 1949 at having the registered office at (Insert the address of the Bank) (hereafter referred to as Guarantor Bank) hereby agrees unequivocally, irrevocably and unconditionally to pay to VL or its authorized representative forthwith on demand in writing from (Insert Name of Bidder) or any representative authorized by it in this behalf an amount not exceeding Rupees, on behalf of (Insert Name of Bidder) This guarantee shall be valid and binding on Guarantor Bank up to and including 60 days (sixty days) from the last date of submission of bids i.e. up to ... and shall not be terminable by notice or any change in the constitution of the Bank or by any other reasons whatsoever and our liability hereunder shall not be impaired or discharged by any extension of time or variations or alternations made, given, or agreed with or without our knowledge or consent, by or between concerned parties. Our liability under this Guarantee is restricted to Rupees.

_____________________ (Insert Amount). Our Guarantee shall remain in force until

___________________ (Insert date). VL shall be entitled to invoke this guarantee until

_________ (Insert date).

The Guarantor Bank hereby expressly agrees that it shall not require any proof in addition to

the written demand by VL or authorized representative, made in any format, raised at

the above mentioned address of the Guarantor Bank, in order to make the said

payment to VL or authorized representative.

The Guarantor Bank shall make payment hereunder on first demand without restriction

or conditions and notwithstanding any objection, disputes or disparities by the

Bidder or any other person. The Guarantor Bank shall not require VL or its authorized

representative to justify the invocation of this BANK GUARANTEE, nor shall the Guarantor

Bank have any recourse against VL or its authorized representative in respect of any

payment made hereunder.

This BANK GUARANTEE shall be interpreted in accordance with the laws of India and the

courts at Mumbai (Maharashtra) shall have exclusive jurisdiction.

The Guarantor Bank represents that this BANK GUARANTEE has been established in such

form and with such content that it is fully enforceable in accordance with its terms as

against the Guarantor Bank in the manner provided herein.

This BANK GUARANTEE shall not be affected in any manner by reason of merger,

amalgamation, restructuring or any other change in the constitution of the Guarantor

Bank.

This BANK GUARANTEE shall be a primary obligation of the Guarantor Bank and

accordingly VL or its authorized representative shall not be obliged before enforcing this

BANK GUARANTEE to take any action in any court or arbitral proceedings against Bidder, to

take any claim against or any demand on Bidder or to give any notice to the Bidder to enforce

any security held by VL or its authorized representative or to exercise, levy or enforce any

distress, diligence or other process against the Bidder.

The Guarantor Bank acknowledges that this BANK GUARANTEE is not personal to VL or its

authorized representative and may be assigned, in whole or in part, (whether absolutely

or by way of security) by VL to any entity to whom VL is entitled to assign its rights and

obligations under the RFP documents.

The Guarantor Bank hereby agrees and acknowledges that VL or its authorized

representative shall have a right to invoke this Bank Guarantee either in part or in full, as

it may deem fit.

Notwithstanding anything contained herein:

1 . O ur l i a b i l i t y un d e r t h i s B a n k G ua ra n t e e s h a l l n o t e x c e e d R s .

(Insert Amount)

2. This Bank Guarantee shall be valid up to_________________(Insert Date) and

3. We are liable to pay the guaranteed amount or any part thereof under this Bank Guarantee

only if VL or its authorized representative serves upon us a written claim or demand on or

before ____________________________________________ (Insert Date).

In witness whereof the Bank, through its authorized officer, has set its hand and stamp

on this__________________________ (Insert Date) at _________________ (Insert Address).

Witness

1. ______________

Signature

Name and Address

2. ______________

Designation with Bank Stamp

Name and Address

For:

___________ (insert Name of Bank)

Banker’s stamp and full address

Annexure H : Format for Letter of credit

DATE: ....

TO: .... Limited (the “Supplier”)

FROM: (Specify the name and address of the bank issuing the Letter of Credit)

(the “Bank”)

The Bank hereby issues this unconditional, irrevocable and revolving monthly letter of credit (the “Letter of Credit”) No.... in favour of the Supplier named above, subject to the following terms and conditions: 1. On the instructions of VL, we hereby establish this Letter of Credit in favour

of the Supplier in the maximum aggregate amount of Rs. ....Rupees....) (the “Monthly Payment”), payable not more than once in a month upon notice received from the Supplier to this effect.

2. The Letter of Credit shall come into force with effect from...., 20.... and shall be valid and effective upto the 31st (thirty first) day of March, 20.... (indicate the year) falling after the year in which the Letter of Credit is issued (the “Expiry Date”), and shall be automatically and compulsorily renewed every year by the Bank, 2 (two) months prior to the date of expiry, for the period of the financial year that commences immediately after the Expiry Date, and shall continue to be so renewed until the end of the Contract Period. The date of expiry for the renewed period hereunder shall be deemed to be the Expiry Date for the purposes hereof.

3. This Letter of Credit provides security to the Supplier for the payment obligations of the Company under an Power Purchase Agreement dated ....entered into between the Company and the Supplier (the “Power Purchase Agreement”) for supply of MW of electricity from the Power Station owned and operated by the Supplier in the State of ....

4. Any reference to the Power Purchase Agreement or other agreement is for information only and does not in any way incorporate the terms and conditions of such Power Purchase Agreement or agreement into the terms and conditions of this Letter of Credit.

5. The Supplier may draw upon this Letter of Credit by presenting a written demand for payment (by way of mail, courier or by hand) to the Bank along with the following documents:

(i) a copy of the Monthly Invoice (as defined in the Power Purchase Agreement) issued by the Supplier to the Company, any amounts whereof have remained unpaid; and

(ii) a certificate from the Supplier, under the hand of an Officer not below the rank of a Director of the Supplier, to the effect that the Monthly Invoice (as defined in the Power Purchase Agreement) is in

accordance with the Power Purchase Agreement and that the amount due has remained unpaid and has not been disputed by the Company.

6. The Bank shall honor such demand for payment, subject to it being compliant with the terms hereof, without inquiring whether the Supplier has a right as between itself and the Company to make such demand. Payment hereunder shall be made within 2 (two) business days after receipt of the demand for payment.

7. If a demand for payment or the aforesaid accompanying documents do not conform to the provisions of this Letter of Credit, we shall give immediate notice to the Supplier that the demand for payment or the aforesaid documents, as the case may be, were not effected in accordance with the Letter of Credit, stating the reasons thereof and also specifying what the Supplier is required to do for making effective its demand for payment in accordance with the Letter of Credit.

8. The Expiry Date of this Letter of Credit shall be deemed to be automatically extended, 2 (two) months prior to its Expiry Date, without any act or deed, for an additional period of 1 (one) financial year from the respective Expiry Date, unless at least 180 (one hundred and eighty) days prior to any Expiry Date, the Bank gives notice in writing to the Supplier and the Company that the Bank elects not to renew this Letter of Credit for any such additional period, in which case immediately after the Expiry Date of this Letter of Credit, the Bank shall cease to be the Default Escrow Bank under and in accordance with the provisions of the Default Escrow Agreement dated ...., entered into between the Bank, the Company and the Supplier.

9. Partial drawal shall be permitted hereunder, provided that the maximum drawdown in any month shall not exceed the Monthly Payment.

10. The Company shall cause the Letter of Credit to be replenished to the equivalent of Monthly Payment within 7 (seven) days of a drawdown.

11. All payments made under this Letter of Credit will be free and clear of, and without deduction for, any present or future fees, taxes, restrictions or conditions of any nature, and without setoff or counterclaim for any reason, except as required by law.

12. All costs and expenses in connection with this Letter of Credit are to be on account of the Company.

13. Save and except as otherwise expressly stated, this Letter of Credit is subject to the International Standby Practice, ISP 98, International Chamber of Commerce Publication No. 590.

14. This Letter of Credit is governed by the Laws of India.

15. All notices, demand for payments and communications in regard to this Letter of Credit are to be given in writing at the addresses below:

To:..... (Name of Company representative) ..... (Designation) ..... (Address, telephone and fax numbers)

To: ..... (Name of the Bank representative)

..... (Designation)

..... (Address, telephone and fax numbers)

To: ..... (Name of the Supplier representative) ..... (Designation) ..... (Address, telephone and fax numbers)

Signed and sealed this.... day of ....20.... at ....

SIGNED, SEALED AND DELIVERED For and on behalf of the BANK by:

(Signature)

(Name) (Designation)

(Code Number) (Address)

NOTES:

(i) The Letter of Credit should contain the name, designation and code number of the officer(s) signing the Letter of Credit.

(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.

Annexure I : Format of Bank Guarantee for CPG

(To be on Non- Judicial stamp Paper of appropriate value as per stamp Act relevant to place of execution)

The.... Vedanta Limited

WHEREAS:

(A) .... (the “Supplier”) and [Vedanta Limited] represented by.... and having its principal offices at.... have entered into an Power Purchase Agreement dated ....(the “Agreement”) whereby VL has agreed to the [Supplier if supplier is NOT a Trading Licensee, or Developer if Supplier is a Trading Licensee]to procure power subject to and in accordance with the provisions of the Agreement.

(B) The Agreement requires the Supplier to furnish a Performance Security to VL in a sum of [Rs..... cr. (Rupees.... crore)] (the “Guarantee Amount”) as security for due and faithful performance of its obligations, under and in accordance with the Agreement (as defined in the Agreement).

(C) We,. . . . through our Branch at the “Bank”) have agreed to furnish this Bank Guarantee by way of Performance Security.

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 VL upon occurrence of any failure or default in due and faithful performance of all or any of the Supplier’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 Supplier, such sum or sums upto an aggregate sum of the Guarantee Amount as VL shall claim, without VL being required to prove or to show grounds or reasons for its demand and/or for the sum specified therein.

2. A letter from an authorized representative of VL that the Supplier 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 VL shall be the sole judge as to whether the Supplier is in default in due and faithful performance of its obligations during the Contract Period under the Agreement and its decision that the Supplier is in default shall be final, and binding on the Bank, notwithstanding any differences between VL and the Supplier, or any dispute between them pending before any court, tribunal, arbitrators or any other authority or body, or by the discharge of the Supplier for any reason whatsoever.

3. In order to give effect to this Guarantee, VL shall be entitled to act as if the Bank were the principal debtor and any change in the constitution of the Supplier 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 VL to

proceed against the Supplier before presenting to the Bank its demand under this Guarantee.

5. VL shall have the liberty, without affecting in any manner the liability of the Bank under this Guarantee, 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 Supplier contained in the Agreement or to postpone for any time, and from time to time, any of the rights and powers exercisable by VL against the Supplier, and either to enforce or forbear from enforcing any of the terms and conditions contained in the Agreement and/or the securities available to VL, and the Bank shall not be released from its liability and obligation under these presents by any exercise by VL of the liberty with reference to the matters aforesaid or by reason of time being given to the Supplier or any other forbearance, indulgence, act or omission on the part of VL 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 the Bank from its liability and obligation under this Guarantee and the Bank hereby waives all of its rights 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 VL 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 Supplier 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 for the period specified in paragraph 8 below and unless a demand or claim in writing is made by VL on the Bank under this Guarantee, no later than 6 (six) months from the date of expiry of this Guarantee, all rights of VL under this Guarantee shall be forfeited and the Bank shall be relieved from its liabilities hereunder.

8. The Performance Security shall remain in force and effect until 90th day from the last day of Contract Period.

9. The Bank undertakes not to revoke this Guarantee during its currency, except with the previous express consent of VL in writing, and declares and warrants that it has the power to issue this Guarantee and the undersigned has full powers to do so on behalf of the Bank.

10. 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 VL that the envelope was so posted shall be conclusive.

11. This Guarantee shall come into force with immediate effect and shall remain in force and effect for a period of two years from the date hereof or until it is released earlier by VL pursuant to the provisions of the Agreement.

Signed and sealed this.... day of ....20.... at ....

SIGNED, SEALED AND DELIVERED For and on behalf of

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.

Annexure J : Format for submission of queries on RFP/PPA

Bidder Name Document reference (RFP or PPA)

Clause No. Query