Clarifications of the queries of the Applicants

Qry. No.

S. No.

Company Name

Panel Type Clarification/Request Asked Reply

1 1 NMDC All Due date & time for submission of tender/proposal. Due date & time for submission of tender/proposal is 30.09.2016 by 11:00 AM & same will be opened on 30.09.2016 at 03:00 PM at the office of ED (BD & CP) NMDC Limited, Hyderabad.

2 Submission of Proposal If applicant is not able to submit the proposal in two signed sets with company seal (one original & one copy) by the 30.09.2016, he can E-mail the scan copy of signed proposal with seal. Applicant can submit the hard copy on or before 07.10.2016 as per clause.

3 2 A Legal Consultant

Clarification 1 – A law firm in India cannot be incorporated as a “company”. It is required to be set up as a partnership under the Indian Partnership Act, 1932. We assume that the references “company” in the RFP when dealing with “Legal Consultant” will mean to include partnership firms.

Partnership firms will be considered for legal Consultants.

4 Clarification 2 – Paragraph 9.A(ii)(a) of Section III (Instructions to Applicants) stipulates that the “Company should have minimum of 5 years experience of conducting due diligence/ legal advisory services in mineral assets/ M&A in India on/and abroad as legal consultant” to be eligible for empanelment. We assume that that the period of experience referred to in this case refers to the experience of the individual partners/ associates of the law firm. Further, we also understand that this experience would include assignments on which they have worked prior to joining PDS Legal. A law firm garners experience from the lawyers working in the firm and accordingly, takes into account the experience of individuals irrespective of the place of work.

Period of experience referred is for the firm/company & not of individuals. The experience in name of applicant only will be considered.

5 3 B Legal Consultant

Clarification a) In section 9B of RFE (page 10), the applicant is required to submit certificates for proof of: (i) relevant experience of five (5) years; (ii) cross border transaction; (iii) Indian transaction; (iv) experience in iron ore, coking coal, fertilizer and any other mineral; (v) global presence; and (vi) annual turnover for financial years ending in 2013, 2014, 2015 or later. As market practice, clients generally do not provide a completion certificate to their legal consultants in relation to items (i) to (iv) above. We understand that, as was the case with the previous empanelment in 2011, we can submit a certificate from our auditor certifying the above mentioned items. We will, of course, be submitting a certificate from our auditor for items (v) and (vi). Is our understanding correct?

Certificate from auditor will be accepted.

6 Clarification b) In Format C of RFE (page 43), the applicant is required to submit a list of successful outside India M&A transactions by Indian arm of the applicant in last 3 (three) financial years. Due to confidentiality obligations, JSA may not be in a position to share the deal size for some of these transactions. Can we submit a certificate from our auditors certifying that the deal size for such transactions was above a certain USD Mn figure?

Yes, certificate from auditor will be accepted.

7 4 C Legal consultant

Page 8 for Legal consultant , the first point (ii) (a) states that, the company should have 5 year legal experience in conducting legal due diligence/legal advisory services of mineral assets/M&A in India or/and abroad as legal consultants. Can you please state if we should read (/) as “or” or “and” condition? Is it mandatory for the consultant to have domestic and international experience both?

The revised clause is-"The company or Partnership firm should have minimum 5 years experience of conducting legal due diligence/ legal advisory services of mineral assets for M & A in India or abroad as legal Consultant."

8 Does format C on page 43, also apply to legal consultants? The form states a condition of M&A transaction done in the last 3 years while the pre- condition criteria does not state the 3 year condition. Can you please clarify?

Legal Consultants have to submit format C as part of its 5 years experience for M&A in mineral assets along with documentary evidence.

9 Format C on page 43 states a column of name of the miner, does that apply to bids for legal consultation work as well, because the pre qualification criteria mentions generic work done related to M&A can also be presented as work qualification and it may or may not be related to minerals and mining sector.

Name of the asset or mineral dealt can be given.

10 The IFP document also talks about a presentation, can you clarify on what kind of presentation will that be? Will it be a PPT presentation? Or word format presentation? Or a normal company profile?

Presentation will be sought from the short listed consultants & details of the same will be notified.

11 5 D Legal Consultant

Clause 9A (ii) of the RFE (Pre-Qualification Criteria), it is optional for the Legal Consultants to have minimum 5 years experience in India or Abroad. Further, as per Clause 9B of the RFE, the applicant has to submit relevant information in Formats A to E.

The revised clause is-"The company or Partnership firm should have minimum 5 years experience of conducting legal due diligence/ legal advisory services of mineral assets for M & A in India or abroad as legal Consultant." Your understanding on format submission in correct.

12 We seek your clarification whether submission of the certificate of (a) Cross border transaction proof (FORMAT C) and (b) Proof for global presence (FORMAT E) is mandatorily required to be submitted by the Legal Consultants.

Cross border transaction & Global presence is not mandatory for legal consultants only.

13 6 E Legal Consultant

Section III : Instruction to Applicants-Clause 9B, points iv) and v) at page 10 of the RFE: 9B. The Applicant shall submit the relevant information in Formats A to E on Applicant’s letter head. To give more insight into the assignments completed, the Applicant may also enclose copies of Assignment letter, Certificates from clients etc. with self-attestation. The following certificates to be submitted along with Formats A to E – (iv) Proof for experience in iron ore, Coking Coal, Fertilizer and any one other mineral. (v) Proof of global presence.

We note that such clauses are not applicable in case of legal consultant i.e. we do not need a global presence and sub clause (iv) is only applicable to transaction advisors and not legal consultants. The pre-qualification criteria for legal consultants is at 9 (a) (ii) at page 8 of the RFE.

a) Cross border transaction & Global presence is not mandatory for legal consultants only. b) The revised clause is-"The company or Partnership firm should have minimum 5 years experience of conducting legal due diligence/ legal advisory services of mineral assets for M & A in India or abroad as legal Consultant."

14 Section - V : Scope of Work-At page 30 of the RFE: Analyze the various risks associated with the deal, including but not limited to economic risk, political risk, country risk, acquisition risks, HR risks and suggest risk mitigation mechanisms. We would like to highlight that as legal advisors, we cannot comment on or certify the mentioned risks as these are not legal issues. We request you to delete the said clause from the scope of work of legal consultancy.

Scope of work is indicative & mentioned for general understanding. The RFP for the target shall provide actual scope of work.

15 Section - V : Scope of Work-Clause 2 at page 32 of the RFE: Enquire about the background of the promoters/ owners of the target. We understand that enquiring about the background of the promoters/owners of the target does not fall within the scope of legal consultancy.We request you to delete the said clause from the scope of work of the legal consultancy.

Scope of work is indicative & mentioned for general understanding. The RFP for the target shall provide actual scope of work.

16 Section - V : Scope of Work-Clause 2 at page 34 of the RFE: Outcome of contingent liabilities and their money implication. We note that the said issue falls within the scope of financial advisors and not within the scope of legal advisors. We request you to delete the clause from the scope of legal advisors.

Scope of work is indicative & mentioned for general understanding. The RFP for the target shall provide actual scope of work.

17 7 F Transaction Advisor

Clause No. 9 – Pre-Qualification Criteria for Transaction Advisor, sub-point (b). The clause states that “The Indian arm of the company should have successfully completed at least two cross border M&A deals of at least US$ 100 million each in the preceding three financial years ending last date of previous month to one, in which applications are invited as Lead Transaction Advisor”. We would like to highlight the fact that a number of internationally reputed M&A transaction advisors, including TD Securities, do not have a merchant banking license in India. Therefore, they book the deals in their corporate headquarters. Further, a number of transaction advisors operate out of a representative office in India, including TD Securities, and hence are not permitted to book revenues out of India. We suggest that the clause may be modified as below: “The company should have successfully completed at least two cross border M&A deals in the mining sector of at least US$ 100 million each in the preceding three financial years ending last date of previous month to one, in which applications are invited as Lead Transaction Advisor”

The company should meet the Pre-Qualification criteria.

18 8 G Transaction advisor

We understand that the Indian arm of the company should have successfully completed at least 2 cross border M&A deals of at least USD 100 Mn each in the preceding 3 financial years (Page 7, Sl. No. 9.A.i.b) as a pre-qualification criteria for the Empanelment. However the Format C (Page 43) of the table shown includes a heading “ Name of the Mineral Dealt” which indicates that closed deals should pertain only to minerals. Please confirm if this table (Format C) should include closed cross border transactions pertaining to only Metals /Minerals space or we can include the closed transactions across other sectors also. Further, we understand that experience for working on transactions for the specified minerals can also be demonstrated through transactions which were not successful.

a) Format C has been clarified & heading should be read as "Name of the asset/ mineral dealt". b) Experience required is 5 years of advising corporate in M & A in each of Iron Ore, coking Coal, fertilizer minerals & any one other mineral which may or may not lead to successful acquisition.

19 We understand that the Advisor needs to provide an undertaking to NMDC (for not representing any other party in the current process which would be a conflict of interest) and execute a “Deed of Confidentiality undertaking” post the empanelment process in case the advisor is selected post the financial bidding for any project. Please confirm that we need not provide any documentary evidence for the same at this stage i.e while applying for empanelment.

Your understanding is correct.

20 Please confirm if we need to send the professional qualification/curriculum vitae of key personnel (domestic & global) to be deployed on various assignments at this stage i.e during the application for empanelment

Professional qualification/curriculum vitae of key personnel are not required at this stage.

21 9 H Transaction Advisor

Section III, Clause 9A. (i)- Turnover Limit of Transaction Advisor: Will NMDC consider the turnover limit of the applicant entity only OR will it consider consolidated turnover of all group entities in India, which provide advisory services?

Turnover of the Company will be considered.

22 Section III, Clause 9B- Documentary evidence/ Proof for Qualification: For Cross Border Transactions - Will NMDC consider documentary evidence/Proof in the form of third party research agency reports such as MergerMarket© Database Deal Reports, Bloomberg etc. or will NMDC consider the applicants internal deal notes?

1. Third party research agency reports such as MergerMarket© Database Deal Reports, Bloomberg will be accepted. 2. Certificate from the auditor will also be acceptable.

23 Section III, Clause 9B- Documentary evidence/ Proof for Qualification: For India Transactions - Will NMDC consider self attested Credential pack prepared by the applicant for Indian transactions closed in the last 3 financial years as documentary evidence?

1. Third party research agency reports such as MergerMarket© Database Deal Reports, Bloomberg will be accepted. 2. Certificate from the auditor will also be acceptable.

24 Format E- Global Presence of applicant: Should the Applicant provide details of global presence in only the key countries having a presence in the mineral sector (Such as Australia, Indonesia, S.Africa, Russia etc.) OR Should the Applicant provide list of presence in all countries?

Presence in two regions signify presence in one country in each region.

25 Format E- Global Presence of applicant: Should the Applicant provide count of key offices across the globe by geography/region? OR Should the Applicant provide count of all offices?

Key offices across the globe undertaking transaction advisory business for M & A in mineral sector may be provided.

26 Format E- Global Presence of applicant: Should the Applicant provide details of ALL Deals closed by International and Indian arm in overall M&A space in the last 3 financial years? OR should the Applicant provide details of Deals in the Mines, Metals and Minerals space closed by International and Indian arm in the last 3 financial years?

Applicant have to provide the details of all M & A deals , which may also include mineral assets.

27 10 I Transaction Advisor and

Tax & Acctn.

Clause 9. A (i) b): The Indian arm of the company should have successfully completed at least two cross border M & A deals of at least USD 100 Mn each in the preceding three financial years ending last day of previous month to one, in which applications are invited as Lead Transaction Advisor. Query: a) From the reading of the clause, we understand that the cross-border deals can be from any sector. Kindly confirm if our understanding is correct. This is also important as there have been limited number of cross-border deals (by Indian companies) in mineral sector in last 3 years. b) Please clarify if the threshold value of USD 100 million corresponds to valuation of asset or amount paid for % equity stake acquired. Further, as you might be aware that for most of the deals, value is not publically announced. Considering this, we request NMDC to consider minimum deal value as USD 50 Million due to limited number of high value cross-border deals (by Indian companies) in last 3 years. c) Several of the large consultancy organizations operate as network of firm with each firm being a separate legal entity. Given the vast pool of knowledge and resources available in the network, the bidders may be allowed to draw strengths from their network firms. Considering this, NMDC may consider number of deals by network firms combined (for example, more than 150 deals in last 3 years) as qualifying criteria instead of deal value.

The Company should have successfully completed at least two cross border M & A of at least USD 100 Mn each in the preceding three financial years ending last day of previous month to one, in which applications are invited as Lead Transaction Advisor. Query: a) Your understanding is correct. b) Threshold value of USD 100 mn corresponds to amount paid for % equity stake acquired. c) Please be guided by the Pre-Qualification Criteria.

28 Clause 9A(iv) (b): The Indian arm of the Company should have successfully completed atleast one cross border tax and accounts due diligence of the assets for M&A of at least USD 100 mn or At least two cross border tax and accounts due diligence of the assets for M&A of at least USD 80 mn each or At least three cross border tax and accounts due diligence of the assets for M&A of at least USD 50 mn each in the preceding 3 Financial Years ending last day of previous month to one in which applications are invited, as Lead Tax & Accounting Consultant. Query: a) From the reading of the clause, we understand that the following transactions are covered: 1. Due diligence on a target situated in India for a Foreign client acquiring such target; and 2. Due diligence on a target situated outside India for an Indian client acquiring such target Please confirm if our understanding is correct. b) As you might be aware that for some of the deals, value is not publically announced. In such scenario, we request NMDC to accept self declaration by bidder as documentary evidence.

Query: a) Your understanding is correct. b) 1. Third party research agency reports such as Merger Market© Database Deal Reports, Bloomberg will be accepted. 2. Certificate from the auditor will also be acceptable.

29 Section IV., Clause 4.3 Ownership: Upon termination of this Contract, all the data, information, material, records, documents, copies of opinions and advices, maps, etc. available, received or generated by the consultant in connection with the discharge of its obligations under this contract shall become the sole and absolute property of the NMDC and shall be returned by the consultant to the NMDC within fifteen days (15) from the date of the termination hereof. However, Consultant may retain the copy of the reports for legal, regulatory, internal audit and policy reasons. Further, the Applicant shall not use the same in any manner and for any purpose whatsoever. Query-Upon full payment of fees/expenses, the Client will own the final deliverables submitted to the Client. However, we will continue to retain our rights in the materials we bring in under this engagement.

The Clause remains unchanged.

30 11 J Transaction, Legal and

Tax & Accounting

Page No.7, Pre -Qualification Criteria, Clause 1 (b):The Indian arm of the company should have successfully completed at least two cross border M & A deals of at least USD 100 Mn each in the preceding three financial years ending last day of previous month to one, in which applications are invited as Lead Transaction Advisor. Suggestion/Request: Kindly reduce deal size to USD 10 Million.

PQ criteria on deal size remain unchanged. The Company should have successfully completed at least two cross border M & A deals of at least USD 100 Mn each in the preceding three financial years.

31 Page No.7, Pre - Qualification Criteria, Clause 1 (c) : The Company should have an independent presence and advisory business for M & A in mineral sector in at least two regions amongst Asia, Europe, Australia, Africa and Americas. Suggestion/Request: Kindly reduce the regional presence criteria to one region, i.e. presence in any one region among Asia, Europe, Australia, Africa and Americas.

PQ criteria for regional presence remain unchanged.

32 Page No.7, Pre - Qualification Criteria, Clause 1 (d) : Company should have an average annual turnover of US$ 100 mn in the preceding three financial years (i.e. 2012-13, 2013-14 & 2014-15) Suggestion/Request: Kindly reduce the average annual turnover criteria to US$ 10 million.

PQ criteria on average annual turnover remain unchanged.

33 And also kindly clarify on Consortium/Joint venture criteria. If it’s not allowed, kindly allow the consortium so that more number of players can participate.

Consortium companies are not allowed to participate. However joint venture companies meeting the PQ criteria can apply for empanelment.

34 12 K Technical Consultant

RFE section 5. Pre-Proposal Queries, we would appreciate your advice as to whether you will require the work by the Technical Consultants to be in accordance with internationally accepted codes such the Australasian JORC Code and the Valmin Code or equivalents.

Technical Consultant has to work as per the scope of work which may also include certification as per international standards.

35 13 L Technical Consultant

Section III, 1:NMDC's vision is to become a world-class mining and metal enterprise, committed to enhancing stakeholder value. The company is striving to give shape to its aspirations and fulfill the expectations of the country to become a global player. Section 9B (v):Proof for global presence & Format D:Presence in India Observation: We understand that, the thrust is on international Mergers & Acquisitions (M&A) and accordingly NMDC is seeking application from such Technical Consultant with significant global presence and offices internationally along with office in India Merger & Acquisitions projects require independent reviews & audits and a Technical Due Diligence for such projects requires multi-disciplinary team with experience not just of commodities but also knowledge of local jurisdiction and regulatory regime. Each mining project has its own characteristics and unique risk areas, which require the attention of experienced study managers to efficiently allocate and coordinate resources to produce balanced and focused independent reviews and audits. Our understanding is NMDC is expecting an international consulting firm which has the required geographic spread and can organise and deploy the required multi-disciplinary teams at sites around the world, including India.

The RFE document is self explanatory.

36 Section III, 7: During pre qualification and evaluation of the Proposals, NMDC will ask the shortlisted Applicants to make a presentation on their proposal, which will also form the basis for empanelment. Request: We request that a minimum of 15 days’ notice is provided

Shortlisted parties will be duly notified.

37 Section III, 9A (iii) (a):Pre-qualification criteria (Technical Consultant): "The company should have minimum 5 years experience of conducting technical due diligence of the mineral assets and rendering technical services in the areas like geological resource modeling, mine plan, preparation of project report etc. for iron ore, coking coal, fertilizer & one other mineral/commodity" Clarification: No specific template has been provided in the RFE to present such information. We request NMDC to please confirm that a user defined format , highlighting all the points sought by NMDC could be presented Would it be mandatory to provide documentary proofs of all such work?? For international firm as “L”, many project information & Reporting are available in the Public domain and could be accessed or independently verified through search over internet. Would it be okay for us to indicate such public sources as proof of capacity in undertaking such technical studies and preparation of Reports? It may here be kindly noted that sourcing Project Completion Certificates are not a practice in most international jurisdictions (as in India) that such are never enquired of a Consultant.

a) User defined format for 5 years experience will be accepted backed by documentary evidence. b)If completion certificate is not available, certificate from the auditor will be accepted. Third party research agency reports, such as Bloomberg, will also be accepted.

38 Section III, 9A (iii) b:"The Company should have successfully completed at least one outside India M&A deals of at least USD 100Mn each, or two outside India M&A deals of at least USD 80Mn each or three outside India M&A deals of at least USD 50Mn each during last five years ending last day of the month previous to the one in which applications are invited." Clarification: According to the Format C of the RFE, "List of successful outside India MA transaction by Indian Arm of the applicant in last 3 FY" Format E – Global Presence (List of Countries, No of Offices in each country, Total Turn Over, List of successful outside India MA transaction including those by Indian arm of the Applicant in last 3 FY) Request to clarify/confirm the number years (that is 3 or 5)?

Format C: Technical Consultant has to provide list of successful outside India M&A transaction of mineral assets by the company in last 5 years. The revised format may be seen. Format E: For global presence, duration is 3 years.

39 Section III, 9A (iii) b:"The Company should have successfully completed at least one outside India M&A deals of at least USD 100Mn each, or two outside India M&A deals of at least USD 80Mn each or three outside India M&A deals of at least USD 50Mn each during last five years ending last day of the month previous to the one in which applications are invited." Request: Considering the nature of the mandate (Overseas Merger & Acquisitions), we request NMDC to consider a firms international credentials and projects undertaken through offices in different global geographies In this regard, we respectfully like to draw your kind attention to the Technical Empanelment process of Coal India Limited (CIL) undertaken for assisting CIL with acquisition, development & operation of coal mines abroad; “L” along with a few other international firms were empanelled against an EOI wherein global credentials were considered; for firms having offices in India, the Indian office was made the legal entity for all correspondence and contracting; consultants were empanelled between 2010 to 2014. We also request that for such experience, 5 years’ timeline be considered

The Company should have successfully completed at least two cross border M&A deals of at least USD 100Mn each, or two outside India M&A deals of at least USD 80Mn each or three outside India M&A deals of at least USD 50Mn each during last five years.

40 Section III, 9A (iii) d: Company should have a average annual turnover of US$ 10 m in the preceding three financial years (i.e. 2012-13, 2013-14 & 2014-15). Request: Considering the nature of the mandate (Overseas Merger & Acquisitions), we request NMDC to consider a Technical Consultant’s Group turnover and financials covering its global mining consulting business.

Company should have an average annual turnover of US$ 10 mn in preceding 3 financial years.

41 Section 9B (v): Proof for global presence Clarification: Please confirm whether self-attested copies of Certificate of Incorporation of different global offices would be sufficient.

Your understanding is correct.

42 Section 9A iii: Pre-qualification Criteria (Technical Consultant);sub-clauses (a), (b), (c) and (d) Obervation: All the sub-clauses (a through d) mentions of “The Company….”; there has been no mention of Indian arm (as done for Transaction Advisors); we understand that for an international Technical Consulting firm, as “L”, it is not India specific and that all relevant Group credentials would be considered for evaluation from NMDC for Technical Consultant empanelment We also understand that Indian subsidiaries OR Indian office of an international Technical Consultant can apply for Technical Consultant empanelment on behalf of the global Group. Respectfully, for your kind information, for CIL empanelment, firms having India office were allowed to bid through their Indian office as the contracting office to represent the international Group, with technical resources from the Group available as appropriate for a M&A (Technical Due Diligence) work.

The company can submit their credentials for qualification.

43 Section 9B: The Applicant shall submit the relevant information in Formats A to E on Applicant’s letter head. Clarification: Format A through Format E provided, are generic and not specific for Technical Consultant Format-C (List of successful outside India M&A transactions by Indian arm of the Applicant in last 3 Financial Years); this doesn’t align with our understanding as indicated in point 41 above; moreover, Section 9A (iii) makes no mention of “Indian arm” Format-D (Presence in India); aligning with our understanding as indicated in point 41 above, Technical Consultant along with its India office financials will also submit its Group financials supporting global mining business to meet the pre-qualification criteria as set in Section 9A (iii); request please clarify if global accounts for Technical Consultants are to provide against Format-E ??

The company can submit their credentials for qualification.

Note:1. The applicants who have submitted their proposal before the publish of this clarification, can submit their revised proposal on or before 30.09.2016.

2. The credentials of the global identity of the Company will be accepted for Pre-Qualification Criteria.