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SECTION-I

OIL/62/7/ENQ-485Date: 13.08.2010

FORWARDING LETTERTENDER NO. OIL/ 62/ 7/ ENQ-485

1.0 Oil India Limited (OIL) is a premier upstream Company incorporated under the IndianCompanies Act, 1956, under the administrative purview of the Ministry of Petroleum andNatural Gas, Government of India. OIL also has participating interest in NELP explorationblocks in Mahanadi Offshore, Mumbai Deep water, Krishna Godavari Deepwater etc as well asvarious overseas projects in Libya, Gabon, Iran, Nigeria, Yemen, Timor Leste and Sudan.

2.0 Oil India Limited intends to appoint Internal Auditors to carry out the Internal Audit for the FY2010-11, 2011-12 & 2012-13 in respect of its Corporate Office at Noida and Rajasthan ProjectOffice. The contract shall be for a period of three years with a condition that initiallyagreement shall be valid for one year and may be extended for further period of two yearsdepending on the performance.

2.1 The broad Scope of Work required by OIL for above services within the time frame isenclosed as Annexure-I and periodicity of carrying out the same is enclosed as Annexure-II.The audit is required to be carried out on a quarterly basis. Quarterly report will be submittedin detail together with an Executive Summary highlighting the observations with their RiskCategorisation as High, Medium & Low. The Internal Auditor may also be required once in awhile to make presentation before the Audit Commettee for their appraisal.

2.2 The firms are requested to send their quotation on a consolidated fee basis, i.e. inclusive oftravel, transport, estimated out-of-pocket expenses but excluding service tax and boardingand lodging other than in base station, if required in the format given in Annexure-III

2.3 The firms are also requested to submit the name of the persons who would be involved fromtheir end in the entire Audit along with their detailed bio-data. The persons must have aminimum of five years of post qualification (CA) experience as well as versed in Auditingunder SAP R/3 environment. DISA / CISA qualification will be preferred.

2.4 The firms may familiarize themselves with the involvement before quoting their professional

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SECTION-II

INSTRUCTIONS TO BIDDERS

1.0 Bidder shall bear all costs associated with the preparation and submission of bid. Oil IndiaLimited, hereinafter referred to as Company, will in no case be responsible or liable forthose costs, regardless of the conduct or outcome of the bidding process.

A. BIDDING DOCUMENTS2.0 The services required, bidding procedures and contract terms are prescribed in the Bidding

Documents. This Bidding Document includes the following:

a) A forwarding letter highlighting the following points (Section-I):i. Companys Tender No.ii. Bid Closing Date and time.iii. Bid Opening Date, Time and Place.iv. Bid Submission Places.v. Bid Opening Place.vi. The amount of Bid Security.vii. The amount of performance guarantee.viii. Quantum of liquidated damages for default in timely completion.ix. Duration of the Contract

b) Instructions to Bidders (Section-II)c) General Conditions of Contract (Section-III)d) Terms of Reference/Technical Specification (Section-IV)e) Schedule of Rates / Price Bid Format (Section-V)f) Special Conditions of Contract (Section-VI)g) Bid Evaluation Criteria/Bid Rejection Criteria (BEC/BRC)-(Section-VII)h) Proforma Letter of Authority (Proforma-I)i) Statement of Compliance with respect to BRC (Proforma-II).

j) Statement of non-compliance (excepting BRC) (Proforma-IIa)k) Bid Form (Proforma-IIA).l) The Performance Security Form (Proforma-IIB).m) The Contract Form (Proforma-IIC).n) The Bid Security Form (Proforma-IID).o) Appendix Ip) Appendix II

2.1 The bidder is expected to examine all instructions, forms, terms and specifications in theBidding Documents. Failure to furnish all information required in the Bidding Documents orsubmission of a bid not substantially responsive to the Bidding Documents in every respectwill be at the Bidder's risk & responsibility and may result in the rejection of its bid.

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3.0 AMENDMENT OF B IDDING DOCUMENTS :3.1 At any time prior to the deadline for submission of bids, the company may, for any reason,

whether at its own initiative or in response to a clarification requested by a prospectiveBidder, modify the Bidding Documents by the issuance of an Addendum.

3.2 The Addendum will be sent in writing through post / courier or by Fax or e-mail to allprospective Bidders to whom Company has sent the bid documents. The company may, atits discretion, extend the deadline for bid submission, if the Bidders are expected to requireadditional time in which to take the Addendum into account in preparation of their bid or forany other reason.

B. PREPARATION OF BIDS 4.0 LANGUAGE OF BIDS: The bid as well as all correspondence and documents relating to

the bid exchanged between the Bidder and the Company shall be in English language,except that any printed literature may be in another language provided it is accompanied by

an English translated version, which shall govern for the purpose of bid interpretation.

4.1 DOCUMENTS COMPRISING THE BID : The complete bid should be submitted as under-

(A) FOR IFB OF ESTIMATED CONTRACT VALUE UPTO RS. 20.00 CRORES

(i ) Single (Composite) Bid SystemBoth Techno-Commercial part and Price part should be put in one envelope.

(ii) Two Bid SystemUn-priced Techno-Commercial Bid and Price bids should be put in twoseparate envelopes with markings on them as A and B respectively as under :

Envelope-A: This envelope shall contain the Un-priced Techno-CommercialBid (including bid security & compliance certificate, if any)and shall be super-scribed as Techno-Commercial Bid. In this envelope the bid containing all partsexcept the price bid shall be put in.

Envelope-B: This envelope shall contain the Price bid and shall be super-scribed as Price Bid.

Both the Envelopes i.e., Envelope-A & Envelope-B shall be put in one envelopeand all markings like IFB No., Bid Closing Date, Bidders Name etc shall besuperscribed on it.

(B) FOR IFB OF ESTIMATED CONTRACT VALUE ABOVE RS. 20.00 CRORESThe outer

envelope shall contain separate envelopes as under-

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(i) Single(Composite) Bid System (Though all IFBs shall be under two bid system, incase, an IFB is under single bid system then the procedure will be as under)

Envelope-A: This envelope shall contain Bid Security and shall be super-scribed as Bid Security

Envelope-B: This envelope shall contain Certificate of Compliance in theprescribed form and super-scribed as Certificate of Compliance;and

Envelope-C: This envelope shall contain both Techno-Commercial part and Pricepart togetherand super-scribed as Technical & Price Bid.

All these Envelopes i.e., Envelope-A, Envelope-B & Envelope-C shall be put in oneenvelope and all markings like IFB No., Bid Closing Date, Bidders Name etc shallbe super-scribed on it.

(ii) Two Bid System:

Envelope-A: This envelope shall contain Bid Security and shall be super-

scribed as Bid Security

Envelope-B: This envelope shall contain Certificate of Compliance in theprescribed form and super-scribed as Certificate of Compliance

Envelope-C: This envelope shall contain theUn-priced Techno-Commercial Bidand shall be super-scribed as Techno-Commercial Bid. In this envelope thebid containing all parts except the price bid shall be put in.

Envelope-D: This envelope shall contain the Price bid and shall be super-scribed as Price Bid.

All these Envelopes i.e., Envelope-A, Envelope-B, Envelope-C & Envelope-Dshall be put in one envelope and all markings like IFB No., Bid Closing Date,Bidders Name etc shall be super-scribed on it.

NOTE:

Envelope for Un-priced Techno-Commercial Bid shall contain the requisite documents fromthe bidders in compliance to the approved BRC/BEC and terms and conditions of the BidDocument, specifications etc. All documents required as part of Technical Bid shall besubmitted in this envelope. Also a copy of Part II Priced Bid with price figures onlyblanked out is to be enclosed in this envelope.

Envelope for Price Bid shall contain price bid. The bidders shall be required to quotetheir rates & currencies (in case of ICB) and any other commercial information asspecified, within the space(s) provided for the purpose. This shall not be opened untilthe technical bid is examined as per bid evaluation criteria and after approval of thecompetent authority as per DOP to open it.

4.2 The envelope(s) shall be opened as under:

(A)FOR IFB OF ESTIMATED CONTRACT VALUE UPTO RS. 20.00 CRORES

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(i ) Single (Composite) Bid SystemThe envelope containing both Techno-Commercial part and Price part should beopened on the Bid Opening Time and Date by Bid Opening Officers.

(ii) Two Bid System Envelope-Acontaining theUn-priced Techno-Commercial Bid should be openedon the Technical Bid Opening Time and Date by Bid Opening Officers.Envelope-Bcontaining the Price bid shall not be opened until the Techno-Bid is examined as per bid evaluation criteria and after approval of thecompetent authority as per DOP to open it.

(B) FOR IFB OF ESTIMATED CONTRACT VALUE ABOVE RS. 20.00 CRORES

(i ) Single (Composite) Bid SystemEnvelope-A containing the Bid Security shall be opened first to makesure that a proper B id Security is furnished. If proper Bid Securityis not furnished the remaining envelopes need not be opened andthey may be returned.

Envelope-B containing certificate of compliance shall be opened onlyafter proper Bid Security is seen furnished.

Envelope-C The envelope containing both Techno-Commercial part andPrice part should be opened on the Bid Opening Time and Date by BidOpening Officers only after proper Bid Security and Certificate ofCompliance are seen furnished.

(ii) Two Bid System :Envelope-A containing the Bid Security shall be opened first to makesure that a proper B id Security is furnished. If proper Bid Securityis not furnished the remaining envelopes need not be opened andthey may be returned.

Envelope-B containing certificate of compliance shall be opened onlyafter proper Bid Security is seen furnished.

Envelope-C containing the Un-priced Techno-Comm ercial Bid should

be opened on the Technical Bid Opening Time and Date by BidOpening Officers only after proper Bid Security and Certificate ofCompliance are seen furnished.

Envelope-D containing the Price bid shall not be opened until theTechno-Commercial Bid is examined as per bid evaluation criteriaand after approval of the competent authorit y as per DOP to open it.

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5.0 The bid submitted by the Bidder shall comprise of the following components under 04(Four)envelopes system:

(A) Envelope-A : Containing valid and proper Bid Securityin Original as per Clause 10.0 below.

(B) Envelope-B : Containing Statement of Compliancewith respect to BRC (Proforma-II).

(C) Envelope-C : Containing TECHNICALBid comprisingof following:

(i) Complete technical details of the services and equipment specifications withcatalogue, etc.

(ii) Documentary evidence established in accordance with clause 9.0.(iii) Statement of non-compliance (excepting BRC) (Proforma-IIa).(iv) Copy of commercial bid w ithout indicating prices.(v) Integrity Pact duly signed by the bidders authorized signatory to sign theBid,if applicable.(D) Envelope-D : Containing Commercial /Priced Bid comprising of

following:

(i) Bid Form as per Proforma-IIA.(ii) Price-Bid Format as per SECTION-V.

The composite Bid shall contain the prices along with the currency quoted and any othercommercial information pertaining to the service offered.

6.0 BID FORM : The bidder shall complete the Bid Form and the appropriate Price Schedulefurnished in the Bid Document.

7.0 BID PRI CE:7.1 Unit prices must be quoted by the bidders, both in words and in figures. In case of any

discrepancy between the words and in figures, the prices indicated in words only will beconsidered.

7.2 Price quoted by the successful bidder must remain firm during its performance of theContract and is not subject to variation on any account.

7.3 All duties (except customs duty which will be borne by the Company) and taxes (excludingservice tax) including Corporate Income Taxes and other Cess / levies payable by thesuccessful bidder under the Contract for which this Bidding Document is being issued, shallbe included in the rates, prices and total Bid Price submitted by the bidder, and theevaluation and comparison of bids shall be made accordingly. For example, personal taxesand/or any corporate taxes arising out of the profits on the contract as per rules of thecountry shall be borne by the bidder.

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10.9 The bidder shall extend the validity of Bid Security suitably, if and when specifically advisedby OIL, at bidders cost.

11.0 PERIOD OF VALIDITY OF BIDS:11.1 Bids shall remain valid for 120 days after the date of bid opening prescribed by the

Company.

11.2 In exceptional circumstances, the Company may solicit the Bidder's consent to an extensionof the period of validity. The request and the response thereto shall be made in writing (orby Fax). The bid Security provided under para 10.0 shall also be suitably extended. A Biddermay refuse the request without forfeiting its Bid Security. A Bidder granting the request willneither be required nor permitted to modify their bid.

12.0 FORMAT AND SIGNING OF BID:12.1 The Bidder shall prepare four copies of the bid clearly marking original "ORIGINAL BID" and

rest "COPY OF BID". In the event of any discrepancy between them, the original shall

govern.

12.2 The original and all copies of the bid shall be typed or written in indelible inks and shall besigned by the Bidder or a person or persons duly authorised to bind the Bidder to thecontract. The letter of authorisation (as per Proforma-I) shall be indicated by writtenpower of attorney accompanying the bid. All pages of the bid, except for un-amendedprinted literature, shall be initialed by the person or persons signing the bid.

12.3 The bid should contain no interlineations, white fluid erasures or overwriting except asnecessary to correct errors made by the Bidder, in which case such correction shall beinitialed by the person or persons signing the bid.

C. SUBMISSION OF BIDS

13.0 SEALING AND M ARKING OF BIDS:13.1 Offers should be submitted in envelopes (marked A, B, C & D) containing Bid

Security, Statement of Compliance,Technical bid and Commercial bidrespectivelyin each envelope,as per clause 4.1,4.2 and 5.0 above and in quadruplicate (oneOriginal and 3 copies). The original bid shall be in bidders own original letterheadduly signed by authorised signatory.

13.2 The Bidder shall seal the original and each copy of the bid duly marking as "ORIGINAL" and"COPY".

13.3 The Envelope should be superscribing the following on the right hand top corner:(i) Envelope No._____________________(ii) Tender No.________________________(iii) Bid Closing Date __________________(iv) Bidder's Name ____________________

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13.4 All the conditions of the contract to be made with the successful bidder are given in variousSections of this document. Bidders are requested to state their non-compliance to eachclause as per Proforma-IIa . This should be enclosed with the technical bid.

13.5 Timely delivery of the bids is the responsibility of the Bidder. Bidders should send their bidsas far as possible by Registered Post or by Courier Services. Bids may also be handedover to the Officer in Charge of receiving the bids before the bid closing date andtime. Company shall not be responsible for any postal delay/transit loss.

13.6 E-mail/ Fax/ Telex/Telegraphic/Telephonic offers will not be accepted.

14.0 INDIAN AGENTS: Foreign Bidders are requested to clearly indicate in their quotationwhether they have an agent in India. If so, the bidders should furnish the name andaddress of their agents and state clearly whether these agents are authorized to receiveany commission. The rate of the commission included in the quoted rates of bidder shouldbe indicated which would be payable to Agent in non-convertible Indian currency accordingto Import Trade Regulation of India. Unless otherwise specified, it will be assumed that an

agency commission is not involved in the particular bid. Further, Bidders are requested toquote directly and not through their agents in India.

15.0 DEADLINE FOR SUBMI SSION OF BIDS: Bids must be received by the company at theaddress specified in the Forwarding Letter not later than 14.30 Hrs. (Indian StandardTime) on the bid closing date mentioned in the "Forwarding Letter".

16.0 LATE BIDS: Any Bid received by the Company after the deadline for submission of bidsprescribed by the Company shall be rejected.

17.0 MODIFICATION AND WITHDRAWAL OF BIDS:17.1 The Bidder after submission of bid may modify or withdraw its bid by written notice prior to

bid closing.17.2 The Bidder's modification or withdrawal notice shall be prepared sealed, marked and

dispatched in accordance with the provisions of clause 13.0. A withdrawal notice may alsobe sent by fax but followed by a signed confirmation copy, postmarked not later than thedeadline for submission of bids.

17.3 No bid can be modified / withdrawn subsequent to the deadline for submission of bids.

17.4 No bid may be withdrawn in the interval between the deadline for submission of bids andthe expiry of the period of bid validity specified by the Bidder on the Bid Form. Withdrawal

of a bid during this interval shall result in the Bidder's forfeiture of its Bid Security.

18.0 BID OPENING AND EVALUATION:18.1 Company will open the Bids, including submission made pursuant to clause 17.0, in the

presence of Bidder's representatives who choose to attend at the date, time and placementioned in the Forwarding Letter. However, an authorization letter (as per Proforma-I)from the bidder must be produced by the Bidder's representative at the time of bidopening. Unless this Letter is presented, the representative will not be allowed to attend thebid opening. The Bidder's representatives who are allowed to attend the bid opening shall

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sign a register evidencing their attendance. Only one representative against each bid will beallowed to attend.

18.2 Bid for which an acceptable notice of withdrawal has been received pursuant to clause 17.0shall not be opened. Company will examine bids to determine whether they are complete,whether requisite Bid Securities have been furnished, whether documents have beenproperly signed and whether the bids are generally in order.

18.3 Bid opening shall be done as detailed in clauses 4.1 and 4.2 above

18.4 Company shall prepare, for its own records, minutes of bid opening including theinformation disclosed to those present in accordance with the sub-clause 18.3.

18.5 To assist in the examination, evaluation and comparison of bids the Company may at itsdiscretion, ask the Bidder for clarifications of its bid. The request for clarification and theresponse shall be in writing and no change in the price or substance of the bid shall besought, offered or permitted.

18.6 Prior to the detailed evaluation, Company will determine the substantial responsiveness ofeach bid to the requirement of the Bidding Documents. For purpose of these paragraphs, asubstantially responsive bid is one, which conforms to all the terms and conditions of theBidding Document without material deviations or reservation. A material deviation orreservation is one which affects in any way substantial way the scope, quality, orperformance of work, or which limits in any substantial way, in-consistent way with thebidding documents, the Companys right or the bidders obligations under the contract, andthe rectification of which deviation or reservation would affect unfairly the competitiveposition of other bidders presenting substantial responsive bids. The Company'sdetermination of bid's responsiveness is to be based on the contents of the Bid itselfwithout recourse to extrinsic evidence.

18.7 A Bid determined as not substantially responsive will be rejected by the Company and maynot subsequently be made responsive by the Bidder by correction of the non-conformity.

18.8 The Company may waive minor informality or nonconformity or irregularity in a bid, whichdoes not constitute a material deviation, provided such waiver, does not prejudice or affectthe relative ranking of any Bidder.

19.0 OPENING OF COMMERCIAL/ PRICED BIDS:19.1 Company will open the Commercial / Priced Bids of the technically qualified Bidders on a

specific date in presence of interested qualified bidders. Technically qualified Bidders will be

intimated about the bid opening date in advance.

19.2 The Company will examine the Price quoted by Bidders to determine whether they arecomplete, any computational errors have been made, the documents have been properlysigned, and the bids are generally in order.

19.3 Arithmetical errors will be rectified on the following basis. If there is a discrepancy betweenthe unit price and the total price (that is obtained by multiplying the unit price and quantity)the unit price shall prevail and the total price shall be corrected accordingly. If any Bidder

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does not accept the correction of the errors, their bid will be rejected. If there is adiscrepancy between words, and figures, the amount in words will prevail.

20.0 CONVERSION TO SINGLE CURRENCY: While evaluating the bids, the closing rate ofexchange declared by State Bank of India on the day prior to price bid opening will betaken into account for conversion of foreign currency into Indian Rupees. Where the timelag between the opening of the price bids and final decision exceeds three months, the rateof exchange declared by State Bank of India on the date prior to the date of final decisionwill be adopted for conversion.

21.0 EVALUATION AND COMPARISON OF BIDS: The Company will evaluate and comparethe bids as per Priced Bid Format (Section-V) of the bidding documents.

21.1 DISCOUNTS / REBATES : Unconditional discounts/ rebates, if any, given in the bidor along with the bid w ill be considered for evaluation.

21.1.1Post bid or conditi onal discounts/ rebates offered by any bidder shall not be

considered for evaluat ion of bids. However, if the lowest bidder happens to be thefinal acceptable bidder for award of contract, and if they have offered anydiscounts/ rebates, the contract shall be aw arded after taking into account suchdiscounts/rebates.

22.0 LOADING OF FOREIGN EXCHANGE: There would be no loading of foreign exchange fordeciding the inter-se-ranking of domestic bidders.

22.1 EXCHANGE RATE RISK: Since Indian bidders are now permitted to quote in any currencyand also receive payments in that currency, company will not be compensating for anyexchange rate fluctuations in respect of the services.

22.2 REPATRIATION OF RUPEE COST: In respect of foreign parties rupee payments made onthe basis of the accepted rupee component of their bid, would not be repatriable by them.

A condition to this effect would be incorporated by the Company in the contract.

23.0 CONTACTING THE COMPANY:

23.1 Except as otherwise provided in Clause 18.0 above, no Bidder shall contact Company onany matter relating to its bid, from the time of the bid opening to the time the Contract isawarded except as required by Company vide sub-clause 18.5.

23.2 An effort by a Bidder to influence the Company in the Company's bid evaluation, bid

comparison or Contract award decisions may result in the rejection of their bid.

D. AWARD OF CONTRACT

24.0 AWARD CRITERIA: The Company will award the Contract to the successful Bidder whosebid has been determined to be substantially responsive and has been determined as thelowest evaluated bid, provided further that the Bidder is determined to be qualified toperform the Contract satisfactorily.

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28.3 The performance security shall be payable to Company as compensation for any loss resultingfrom Contractors failure to fulfill its obligations under the Contract.

28.4 The Performance Security will not accrue any interest during its period of validity orextended validity.

28.5 Failure of the successful Bidder to comply with the requirements of clause 27.0 or 28.0 shallconstitute sufficient grounds for annulment of the award and forfeiture of the Bid Security.In such an event the Company may award the contract to the next evaluated Bidder or callfor new bid or negotiate with the next lowest bidder as the case may be.

29.0 BIDDERS AWARENESS ON THE COMPLETE REQUIREMENT OF THEPROJECT:

29.1 Bidders in their own interest are advised to visit the site of the works in Noida(U.P.) to gather information about the site, its surroundings and for preliminary assessment

for preparing their bids and for subsequent execution of the contract. However all expensesof the personnel including but not limited to their to and fro fares, boarding, lodging etc. toNoida shall be to prospective bidders account.

29.2 Local Conditions:It is imperative for each Bidder to fully inform themselves of all Indian as well as localconditions, factors and legislation which may have any effect on the execution of the workcovered under the Bid Document. The bidders shall be deemed prior to submitting theirbids to have satisfied themselves as to the circumstances at the Site, including withoutlimitation and obtained for themselves all necessary information as to the risks,contingencies and all other circumstances, which may influence or affect the Contract priceand its obligations under the Contract.

No request will be considered for clarifications from the Company (OIL) regarding suchconditions, factors and legislation. It is understood and agreed that such conditions, factorsand legislation have been properly investigated and considered by the Bidders whilesubmitting the Bids. Failure to do so shall not relieve the Bidders from responsibility toestimate properly the cost of performing the work within the provided timeframe. Company(OIL) will assume no responsibility for any understandings or representations concerningconditions made by any of his officers or agents prior to award of the Contract. Company(OIL) shall not permit any Changes to the time schedule of the Contract or any financialadjustments arising from the Bidder's lack of knowledge and its effect on the cost ofexecution of the Contract.

29.3 Specifications :Before submission of Bids, Bidders are requested to make themselves fully conversant withall Conditions of the Bid Document and other relevant information related to the works tobe executed under this contract.

30.0 CREDIT FACILITY: Bidders should indicate clearly in the bid about availability of anycredit facility inclusive of Government to Government credits indicating the applicable termsand conditions of such credit.

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31.0 MOBILIZATION ADVANCE PAYMENT:31.1 Request for advance payment shall not be normally considered, however, depending on the

merit and at the discretion of the company, advance against mobilization charge may begiven at an interest rate of 1% above the prevailing Bank rate (CC rate) of SBI from thedate of payment of the advance till recovery/refund.

31.2 Advance payment agreed to by the company shall be paid only against submission of anacceptable bank guarantee whose value should be equivalent to the amount of advanceplus the amount of interest covering the period of advance. Bank guarantee shall be validfor 2 months beyond completion of mobilization and the same may be invoked in the eventof Contractors failure to mobilize as per agreement.

31.3 In the event of any extension to the mobilization period, Contractor shall have to enhancethe value of the bank guarantee to cover the interest for the extended period and also toextend the validity of bank guarantee accordingly.

&&&&&

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Except as otherwise provided in the Terms of Reference and the special Conditions of thecontract provide all labour as required to perform the work.

Perform all other obligations, work and services which are required by the terms of thiscontract or which reasonably can be implied from such terms as being necessary for thesuccessful and timely completion of the work.

Bidder shall be deemed to have satisfied himself before submitting his bid as to thecorrectness and sufficiency of its bid for the services required and of the rates and pricesquoted, which rates and prices shall, except insofar as otherwise provided, cover all itsobligations under the contract.

Contractor will provide all necessary supervision throughout the period of this contract.

The equipment as specified in Section-IV will be used exclusively for OILs operation duringthe entire contract period of the contract and any extension thereof.

Contractor shall strictly follow all the statutory norms and guidelines issued by the variousGovernment agencies in regards to safety & environmental issues.

4.0 GENERAL OBLIGATIONS OF THE COMPANY: Company shall, in accordance with andsubject to the terms and conditions of this contract:

4.1 Pay Contractor in accordance with terms and conditions of the contract.4.1.1 Allow Contractor and his personnel access, subject to normal security and safety

procedures, to all areas as required for orderly performance of the work.

4.2 Perform all other obligations required of Company by the terms of the contract.5.0 PERSONNEL TO BE DEPLOYED BY CONTRACTOR

5.1 Contractor will provide competent, qualified and sufficiently experienced personnel toperform the work correctly and efficiently and shall ensure that suchpersonnel observe applicable Company and statutory safety requirement. Upon Company'swritten request, Contractor, entirely at their own expense, shall remove within Ten (10)days for personnel of Indian origin and Twenty one (21) days for foreign residents,from assignment to the work, any personnel of the Contractor determined by the Companyto be unsuitable and shall promptly replace such personnel with personnel acceptable to theCompany without affecting Companys work.

5.2 The Contractor shall be solely responsible throughout the period of this contractfor providing all requirements of their personnel including but not limited to theirtransportation to & fro Location, enroute / local boarding, lodging, medical attention etc.Company shall have no liability or responsibility in this regard.

5.3 Contractor's key personnel shall be fluent in English language (both writing and speaking).

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6.0 WARRANTY AND REMEDY OF DEFECTS6.1 Contractor warrants that they shall perform the work in a professional manner and in

accordance with the highest degree of quality, efficiency and current state of the arttechnology/oil field practices and in conformity with all specifications and standardsset forth or referred to in the Terms of Reference and with instructions andguidance which Company may, from time to time, furnish to the Contractor.

6.2 Should Company discover at any time during the tenure of the Contract or within 3(Three) months after completion of operations that the Work does not conform to theforegoing warranty, Contractor shall after receipt of notice from Company, promptlyperform any and all corrective work required to make the services conform to the Warranty.Such corrective Work shall be performed entirely at Contractors own expenses. If suchcorrective Work is not performed within a reasonable time, the Company, at its option mayhave such remedial Work performed by others and charge the cost thereof to Contractorwhich the Contractor must pay promptly. In case Contractor fails to perform remedialwork, or pay promptly in respect thereof, the performance security shall be forfeited.

7.0 CONFIDENTIALI TY, USE OF CONTRACT DOCUMENTS AND INFORM ATION:7.1 Contractor shall not, without Companys prior written consent, disclose the contract, or any

provision thereof, or any specification, plan, drawing pattern, sample or informationfurnished by or on behalf of Company in connection therewith, to any person other than aperson employed by Contractor in the performance of the contract. Disclosure to any suchemployed person shall be made in confidence and shall extend only so far, as may benecessary for purposes of such performance.

7.2 Contractor shall not, without Companys prior written consent, make use of any documentor information provided by the Company except for purposes of performing the contract.

7.3 Any document supplied to the Contractor in relation to the contract other than the Contractitself remain the property of Company and shall be returned (in all copies) to Company oncompletion of Contractor's performance under the Contract if so required by Company. Allinformation obtained by Contractor in the conduct of operations and the information/mapsprovided to the Contractor shall be considered confidential and shall not be divulged byContractor or its employees to any one other than the Companys personnel. This obligationof Contractor shall be in force even after the termination of the contract.

8.0 TAXES:

8.1 Tax levied as per the provisions of Indian Income Tax Act and any other enactment/ruleson income derived/payments received under this contract will be on Contractors account.

8.2 Contractor shall be responsible for payment of personal taxes, if any, for all the personneldeployed.

8.3 The Contractor shall furnish to the Company, if and when called upon to do so, relevantstatement of accounts or any other information pertaining to work done under this contractfor submitting the same to the Tax authorities, on specific request from them. Contractorshall be responsible for preparing and filing the return of income etc. within the prescribedtime limit to the appropriate authority.

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8.4 Prior to start of operations under the contract, the Contractor shall furnish the Companywith the necessary documents, as asked for by the Company and/ or any other informationpertaining to the contract, which may be required to be submitted to the Income Taxauthorities at the time of obtaining "No Objection Certificate" for releasing payments to theContractor.

8.5 Tax clearance certificate for personnel and corporate taxes shall be obtained by theContractor from the appropriate Indian Tax authorities and furnished to Company within 6months of the expiry of the tenure of the contract or such extended time as the Companymay allow in this regard.

Corporate income tax will be deducted at source from the invoice at the specified rate ofincome tax as per the provisions of Indian Income Tax Act as may be in force from time totime.

8.7 Corporate and personnel taxes on Contractor shall be the liability of the Contractorand the Company shall not assume any responsibility on this account.

8.8 All local taxes(including UP Entry Tax), levies and duties, sales tax, octroi, etc. on purchasesand sales made by Contractor (except customs duty) shall be borne by the Contractor.Sales tax/Work contracts tax(including VAT) levied, if any, on rental/crew/other chargesreceived by the contractor, under this Agreement shall be to contractors account.

8.9 Service Tax: Service Tax as applicable shall be on Companys account. However, liabilityfor payment of the service tax in case of Indian Contractor will lie on contractor while incase of the foreign Contractor, the liability shall lie on the Company.

9.0 INSURANCE:

9.1 The Contractor shall arrange insurance to cover all risks in respect of their personnel,materials and equipment belonging to the Contractor or its subcontractor during thecurrency of the contract.

9.2 Contractor shall at all time during the currency of the contract provide, pay for and maintainthe following insurance amongst others:

Workmen compensation insurance as required by the laws of the country of origin ofthe employee.

Employer's Liability Insurance as required by law in the country of origin ofemployee.

General Public Liability Insurance Act 1991 covering liabilities including contractualliability for bodily injury, including death of persons, and liabilities for damage ofproperty. This insurance must cover all operations of Contractor required to fulfillthe provisions under this contract.

Contractor's equipment used for execution of the work hereunder shall have aninsurance cover with a suitable limit (as per international standards).

Automobile Public Liability Insurance covering owned, non-owned and hiredautomobiles used in the performance of the work hereunder, with bodily injury limitsand property damage limits as governed by Indian Insurance regulations.

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9.3 Contractor shall obtain additional insurance or revise the limits of existing insurance as perCompanys request in which case additional cost shall be to Contractors account.

9.4 Any deductible set forth in any of the above insurance shall be borne by Contractor.

9.5 Contractor shall furnish to Company prior to commencement date, certificates of all itsinsurance policies covering the risks mentioned above.

9.6 If any of the above policies expire or are cancelled during the term of this contract andContractor fails for any reason to renew such policies, the Company will renew/replacesame and charge the cost thereof to Contractor. Should there be a lapse in any insurancerequired to be carried out by the Contractor for any reason whatsoever, loss/damage claimsresulting there from shall be to the sole account of Contractor.

9.7 Contractor shall require all of his sub-Contractor to provide such of the foregoing insurancecoverage as Contractor is obliged to provide under this Contract and inform the Companyabout the coverage prior to the commencement of agreements with its sub-Contractors.

9.8 All insurance taken out by Contractor or his sub-Contractor shall be endorsed to provide thatthe underwriters waive their rights of recourse on the Company.

10.0 CHANGES:

10.1 During the performance of the work, Company may make a change in the work mutuallyagreed within the general scope of this Contract including, but not limited to, changes inmethodology, and minor additions to or deletions from the work to be performed.Contractor shall perform the work as changed. Changes of this nature will be effected bywritten order (Change Order) by the Company.

10.2 If any change result in an increase in compensation due to Contractor or in a credit due toCompany, Contractor shall submit to Company an estimate of the amount of suchcompensation or credit in a form prescribed by Company. Such estimates shall be based onthe rates shown in the Price Bid Format(Section V). Upon review of Contractor's estimate,Contractor shall establish and set forth in the Change Order the amount of thecompensation or credit for the change or a basis for determining a reasonablecompensation or credit for the change. If Contractor disagrees with compensation or creditset forth in the Change Order, Contractor shall nevertheless perform the work as changed,and the parties will resolve the dispute in accordance with Clause 13 hereunder.Contractor's performance of the work as changed will not prejudice Contractor's request foradditional compensation for work performed under the Change Order.

11.0 FORCE MAJEURE:11.1 In the event of either party being rendered unable by `Force Majeure' to perform any

obligation required to be performed by them under the contract, the relative obligation ofthe party affected by such `Force Majeure will stand suspended as provided herein. Theword `Force Majeure' as employed herein shall mean acts of God, war, revolt, agitation,strikes, riot, fire, flood, sabotage, civil commotion, road barricade (but not due tointerference of employment problem of the Contractor) and any other cause, whether ofkind herein enumerated or otherwise which are not within the control of the party to thecontract and which renders performance of the contract by the said party impossible.

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11.2 Upon occurrence of such cause and upon its termination, the party alleging that it has beenrendered unable as aforesaid thereby, shall notify the other party in writing within SeventyTwo (72) hours of the alleged beginning and ending thereof, giving full particulars andsatisfactory evidence in support of its claim.

11.3 Should `Force Majeure' condition as stated above occur and should the same be notifiedwithin seventy two (72) hours after its occurrence the `Force Majeure rate shall apply forthe first fifteen days. Either party will have the right to terminate the contract if such `ForceMajeure' condition continues beyond fifteen (15) days with prior written notice. Shouldeither party decide not to terminate the contract even under such condition, no paymentwould apply after expiry of fifteen (15) days period unless otherwise agreed to. Time forperformance of the relative obligation suspended by the Force Majeure shall then standextended by the period for which such cause lasts.

12.0 TERMINATION:

12.1 TERMINATION ON EXPIRY OF THE TERMS (DURATION): This contract shall bedeemed to have been automatically terminated on the expiry of duration of the contract orextension, if any, thereof.

12.2 TERMINATION ON ACCOUNT OF FORCE MAJEURE: Either party shall have the right toterminate this Contract on account of Force Majeure as set forth in Article 11.0 above.

12.3 TERMINATION ON ACCOUNT OF INSOLVENCY: In the event that the Contractor atany time during the term of this Contract, becomes insolvent or makes a voluntaryassignment of its assets for the benefit of creditors or is adjudged bankrupt, then theCompany shall, by a notice in writing have the right to terminate this Contract and all theContractors rights and privileges hereunder, shall stand terminated forthwith.

12.4 TERMINATION FOR UNSATISFACTORY PERFORMANCE: If the Company considersthat, the performance of the Contractor is, not as per the scope of the work as specified inthe contract, the Company shall notify the Contractor in writing and specify in details thecause. The Company shall have the option to terminate this Contract by giving 15 daysnotice in writing to the Contractor, if Contractor fails to comply with the requisitionscontained in the said written notice issued by the Company.

12.5 TERMINATION DUE TO NON-AVAILABI LITY OF EQUIPMENT:

If at any time during the term of this Contract, breakdown of Contractors equipment resultsin Contractor being unable to perform their obligations hereunder for a period of 95 (Ninetyfive) successive days in a year, Company at its option, may terminate this Contract in itsentirely without any further right or obligation on the part of the Company, except for thepayment of money then due. No notice shall be served by the Company under the conditionstated above.

12.6 TERMINATION DUE TO CHANGE OF OWNERSHIP & ASSIGNMENT: In case theContractors rights and / or obligations under this Contract and/or the Contractors rights,

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title and interest to the equipment/material, are transferred or assigned without theCompanys consent, the Company may at its absolute discretion, terminate this Contract.

12.7 CONSEQUENCES OF TERMINATION : In all cases of termination herein set forth, therelative obligations of the parties to the Contract shall be limited to the period up to thedate of termination. Notwithstanding the termination of this Contract, the parties shallcontinue to be bound by the provisions of this Contract that reasonably require some actionor forbearance after such termination.

12.8 Upon termination of this Contract, Contractor shall return to Company all of Companysitems, which are at the time in Contractors possession.

12.10 In the event of termination of contract, Company will issue Notice of termination of thecontract with date or event after which the contract will be terminated. The contractshall then stand terminated and the Contractor shall demobilize their personnel & materials.

13.0 SETTLEMENT OF DISPUTES AND ARBI TRATION:

13.1 All disputes or differences whatsoever arising between the parties out of or relating to theconstruction, meaning and operation or effect of this contract or the breach thereof shall besettled by arbitration in accordance with the Rules of Indian Arbitration and Conciliation Act,1996. The venue of arbitration will be Duliajan, Assam/NOIDA/Delhi. The award made inpursuance thereof shall be binding on the parties.

14.0 NOTICES:14.1 Any notice given by one party to other, pursuant to this Contract shall be sent in writing or

Fax or e-mail and confirmed in writing to the applicable address specified below:

Company

a) For contractual matters b) For Technical mat ters

Senior Adviser(C & P) Executive Director (Audit)OIL INDIA LIMITED OIL INDIA LIMITEDPlot No. 19 Plot No. 19Sector-16 A, NOIDA-201 301 Sector-16 A, NOIDA-201 301Fax No. 91-120-2488327 FAX No. 91-120-2488310Email: corp_c&p@oilindia.in Email: nbhalla@oilindia.in

c) Contractor____________________________________________________Fax No. :

14.2 A notice shall be effective when delivered or on the notice's effective date, whichever islater.

15.0 SUBCONTRACTING : Contractor shall not subcontract or assign, in whole or in part, itsobligations to perform under this contract, except with Companys prior written consent.

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16.0 MISCELLANEOUS PROVISIONS:16.1 Contractor shall give notices and pay all fees at their own cost required to be given or paid

by any National or State Statute, Ordinance, or other Law or any regulation, or bye-law ofany local or other duly constituted authority as may be in force from time to time in India,in relation to the performance of the services and by the rules & regulations of all publicbodies and companies whose property or rights are affected or may be affected in any wayby the services.

16.2 Contractor shall conform in all respects with the provisions of any Statute, Ordinance of Lawas aforesaid and the regulations or bye-law of any local or other duly constituted authoritywhich may be applicable to the services and with such rules and regulation public bodiesand Companies as aforesaid and shall keep Company indemnified against all penalties andliability of every kind for breach of any such Statute, Ordinance or Law, regulation or bye-law.

16.3 During the tenure of the Contract, Contractor shall keep the site where the services are

being performed reasonably free from all unnecessary obstruction and shall store or disposeof any equipment and surplus materials and clear away and remove from the site anywreckage, rubbish or temporary works no longer required. On the completion of theservices, Contractor shall clear away and remove from the site any Contractors surplusmaterials, rubbish or temporary works of every kind and leave the whole of the site clean tothe satisfaction of the Company.

16.4 Key personnel can not be changed during the tenure of the Contract except due tosickness/death/resignation of the personnel in which case the replaced person should haveminimum experience and qualification, which will be again subject to approval, by theCompany.

17.0 LIQUIDATED DAM AGES FOR DEFAULT IN TIMELY COMPLETION:

17.1 Time will be of the essence of the contract.

17.2 In the event of the Contractors default in maintaining the agreed completion period set out in

the Contract, OIL shall have the right to cancel the Contract at any time after expiry of

scheduled period without any reference to the Contractor and make alternative arrangement

at the discretion of OIL in which case extra expenditure involved, will be recoverable from the

Contractor and OIL shall not be responsible towards such cancellation or any damage that

may be incurred by the Contractor. The decision of OIL shall be final and binding on the

Contractor.

17.3 As an alternative to Clause No. 17.2 above, OIL reserve the right to accept the job; but, the

Contractor shall be liable to pay liquidated damages @ 0.5% per week or part thereof of the

value of the Contract for the defaulted period subject to a maximum of 7.5 %. Should there

be default on the part of the Contractor for more than 15 Weeks from the scheduled date to

completion, OIL shall have the right, in addition to the provisions under Clause 17.2 to invoke

the Performance Security without causing any notice to the Contract to this effect.

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The amount of liquidated damage as stipulated above is a pre-estimated genuine loss as

agreed by both the parties and shall be payable without any demur and shall not be open

for any dispute whatsoever.

17.4 The liquidated damage as agreed by both the parties as a genuine pre-estimated loss shall bepayable on Grand Total Value of the Contract.

17.5 The Company also reserves the right to cancel the Contract without anycompensation whatsoever in case of failure by the Contractor to commence operationwithin the stipulated period.

18.0 PERFORMANCE SECURITY: The Contractor has furnished to Company a Bank GuaranteeNo. _______________________dated_____________ issued by

_______________________ for ___________ (being 7.5% of estimated Contract Price)valid till ____________ towards performance security. The performance security shall bepayable to Company as compensation for any loss resulting from Contractor's failure tofulfill their obligations under the Contract. In the event of extension of the Contract period,the validity of the bank guarantee shall be suitably extended by the Contractor. The bankguarantee will be discharged by Company not later than 30 days following its expiry.

19.0 ASSOCIATION OF COMPANY'S PERSONNEL: Company's engineer will be associatedwith the work through out the operations. The Contractor shall execute the work withprofessional competence and in an efficient and workman like manner and provideCompany with a standard of work customarily provided by reputed international oilcompanies in the petroleum industry.

20.0 LABOUR: The recruitment of the labour shall be met from the areas of operation and

wages will be according to the rates prevalent at the time which can be obtained from theDistrict Authorities of the area. The facilities to be given to the labourers should conform tothe provisions of labour laws as per contract labour (Regulation and Abolition) Act, 1970.

21.0 LIABILITY:

21.1 Except as otherwise expressly provided , neither Company nor its servants,agents, nominees, Contractors, or sub-contractors shall have any liability or responsibilitywhatsoever to whomsoever for loss of or damage to the equipment and/or loss of ordamage to the property of the Contractor and/or their Bidder or sub-contractors,irrespective of how such loss or damage is caused and even if caused by the negligence ofCompany and/or its servants, agent, nominees, assignees, Bidder and sub-Contractors. TheContractor shall protect, defend, indemnify and hold harmless Company from and againstsuch loss or damage and any suit, claim or expense resulting there from.

21.2 Neither Company nor its servants, agents, nominees, assignees, Contractor, sub-contractorsshall have any liability or responsibility whatsoever for injury to, illness, or death of anyemployee of the Contractor and/or of its Contractor or sub-contractor irrespective of howsuch injury, illness or death is caused and even if caused by the negligence of Companyand/or its servants, agents nominees, assignees, Contractor and sub-contractors.

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Contractor shall protect, defend, indemnify and hold harmless Company from and againstsuch liabilities and any suit, claim or expense resulting there from.

21.3 The Contractor hereby agrees to waive its right to recourse and further agrees to causetheir underwriters to waive their right of subrogation against Company and/or itsunderwrites, servants, agents, nominees, assignees, Contractor and sub-contractors for lossor damage to the equipment of the Contractor and/or its sub-contractors when such loss ordamage or liabilities arises out of or in connection with the performance of the contract.

21.4 The Contractor hereby further agrees to waive its right of recourse and agrees to cause itsunderwriters to waive their right of subrogation against Company and/or its underwriters,servants, agents, nominees, assignees, Contractors and sub-contractors for injury to, illnessor death of any employee of the Contractor and of its Contractor, sub-contractors and/ortheir employees when such injury, illness or death arises out of or in connection with theperformance of the contract.

21.5 Except as otherwise expressly provided, neither Contractor nor its servants, agents,nominees, Contractor or sub-contractors shall have any liability or responsibility

whatsoever to whomsoever for loss of or damage to the equipment and/or loss or damageto the property of the Company and/or their Contractors or sub-contractors, irrespective ofhow such loss or damage is caused and even if caused by the negligence of Contractorand/or its servants, agents, nominees, assignees, Contractor and sub-contractors. TheCompany shall protect, defend, indemnify and hold harmless Contractor from and againstsuch loss or damage and any suit, claim or expense resulting there from.

21.6 Neither Contractor nor its servants, agents, nominees, assignees, Contractors, sub-contractors shall have any liability or responsibility whatsoever to whomsoever for injury orillness, or death of any employee of the Company and/or of its Contractors or sub-contractors irrespective of how such injury, illness or death is caused and even if caused bythe negligence of Contractor and/or its servants, agents, nominees, assignees, Contractorsand sub-contractors. Company shall protect, defend indemnify and hold harmlessContractor from and against such liabilities and any suit, claim or expense resulting therefrom.

21.7 The Company agrees to waive its right of recourse and further agrees to cause itsunderwriters to waive their right of subrogation against Contractor and /or its underwriters,servants, agents, nominees, assignees, Contractor and sub-contractors for loss or damageto the equipment of Company and/or its Contractor sub-contractors when such loss ordamage or liabilities arises out of or in connection with the performance of the contract.

21.8 The Company hereby further agrees to waive its right of recourse and agrees to cause it

underwriters to waive their right of subrogation against Contractor and/or its underwriters,servants, agents, nominees, assignees, Contractors and sub-contractors for injury to, illnessor death of any employee of the Company and of its Contractors, sub-contractors and/ortheir employees when such injury, illness or death arises out of or in connection with theperformance of the Contract.

22.0 CONSEQUENTIAL DAMAGE: Except as otherwise expressly provided, neither party shallbe liable to the other for special, indirect or consequential damages resulting from or arisingout of the contract, including but without limitation, to loss or profit or businessinterruptions, howsoever caused and regardless of whether such loss or damage was

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caused by the negligence (either sole or concurrent) of either party, its employees, agentsor sub-contractors.

23.0 INDEMNITY AGREEMENT:23.1 Except as provided hereof Contractor agrees to protect, defend, indemnify and hold

Company harmless from and against all claims, suits, demands and causes of action,liabilities, expenses, cost, liens and judgments of every kind and character, without limit,which may arise in favour of Contractors employees, agents, Contractors and sub-contractors or their employees on account of bodily injury or death, or damage topersonnel/property as a result of the operations contemplated hereby, regardless ofwhether or not said claims, demands or causes of action arise out of the negligence orotherwise, in whole or in part or other faults.

23.2 Except as provided hereof Company agrees to protect, defend, indemnify and holdContractor harmless from and against all claims, suits, demands and causes of action,liabilities, expenses, cost, liens and judgments of every kind and character, without limit,which may arise in favour of Companys employees, agents, Contractor and sub-

contractors or their employees on account of bodily injury or death, or damage topersonnel/property as a result of the operations contemplated hereby, regardless ofwhether or not said claims, demands or causes of action arise out of the negligence orotherwise, in whole or in part or other faults.

24.0 INDEMNITY APPLICATION: The indemnities given herein above, whether given byCompany or Contractor shall be without regard to fault or to the negligence of either partyeven though said loss, damage, liability, claim, demand, expense, cost or cause of actionmay be caused, occasioned by or contributed to by the negligence, either sole orconcurrent of either party.

25.0 PAYMENT, MANN ER OF PAYMENT, RATES OF PAYMENT & INVOICINGPROCEDURE:

25.1 Company shall pay to Contractor, during the term of the contract, the amount duecalculated according to the rates of payment set and in accordance with other provisionshereof. No other payments shall be due from Company unless specifically provided for inthis contract. All payments will be made in accordance with the terms hereinafter described.

25.2 MANNER OF PAYMENT : All payments due by Company to Contractor shall bemade at Contractor's designated bank. All bank charges will be to Contractors account.To enable the Company to arrange e-remittance ,the Appendix-I must be filledup/submitted by the bidder alongwith their bid.

25.3 Payment of any invoices shall not prejudice the right of Company to questionthe validity of any charges therein, provided Company within one year after the date ofpayment shall make and deliver to Contractor written notice of objection to any item oritems the validity of which Company questions.

25.4 The company will issue necessary work-order for individual job(s). The Contractorshall furnish job completion report against each work order. The Format for the jobcompletion report shall be prepared jointly by the Contractors and the Companys

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representative after signing of the agreement. Contractor shall send invoice along with thejob completion reports to Company after completion of individual job.

25.5 Contractor will submit 4(four) sets of all invoices to Company address given underpara 14.1 (b) duly superscribed Original and copy as applicable for processing ofpayment. Separate invoices for the charges payable under the contract shall be submittedby the Contractor for foreign currency and Indian currency.

25.6 Contractor shall submit invoices to Company on the day following the end ofeach month for all daily or monthly charges due to the Contractor.

25.7 Payment of invoices, if undisputed, shall be made within 30 days following thedate of receipt of invoice by Company excepting for the first two (2) invoices where somedelay (up to one month) may occur.

25.8 Payment of invoices shall be made within 30 days following the date of receiptof the invoices by Company.

25.9 Payment of mobilization charges shall be made within 45 days following thedate of receipt of undisputed invoices by Company. Mobilization should be complete in allrespect before raising invoice.

25.10 Company shall within 20 days of receipt of the invoice notify Contractor of anyitem under dispute, specifying the reasons thereof, in which event, payment of the disputedamount may be withheld until settlement of the dispute, but payment shall be made of anyundisputed portion. This will not prejudice the Companys right to question the validity ofthe payment at a later date as envisaged in sub-clause 25.3 above.

25.11 The acceptance by Contractor of part payment on any billing not paid on or beforethe due date shall not be deemed a waiver of Contractors rights in respect of any otherbilling, the payment of which may then or thereafter be due.

25.12 Payment of demobilization charges shall be made when applicable within 45days following receipt of invoice by Company accompanied by the following documentsfrom the Contractor :

a) Audited account up to completion of the Contract.b) Tax audit report for the above period as required under the Indian Tax Laws.c) Documentary evidence regarding the submission of returns and payment to taxes

for the expatriate personnel engaged by the Contractor or by its sub-contractor.

d) Proof of re-export of all items (excepting consumables consumed during thecontract period) and also cancellation of re-export bond if any.e) Any other documents as required by applicable Indian Laws.In case of non-submission of the documents mentioned above by the Contractor beforerelease of the final payment by the company no demobilization charges will be paid.

25.13 Contractor shall maintain complete and correct records of all information on whichContractors invoices are based upto 2(two) years from the date of last invoice. Suchrecords shall be required for making appropriate adjustments or payments by either party in

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case of subsequent audit query/objection. Any audit conducted by Company of Contractor'srecords, as provided herein, shall be limited to Companys verification (i) of the accuracy ofall charges made by Contractor to Company and (ii) that Contractor is otherwise incompliance with the terms and conditions of this Agreement.

26.0 WITHHOLDING: Company may withhold the whole or any part of the amount due toContractor, after informing the Contractor of the reasons in writing, on account ofsubsequently discovered evidence in order to protect Company from loss on account of :-

a) For non-completion of jobs assigned as per Section-IV .b) Contractor's indebtedness arising out of execution of this Contract.c) Defective work not remedied by Contractor.d) Claims by sub-Contractor of Contractor or others filed or on the basis of reasonable

evidence indicating probable filing of such claims against Contractor.e) Failure of Contractor to pay or provide for the payment of salaries/ wages,

contributions, taxes or enforced savings with-held from wages etc.f) Failure of Contractor to pay the cost of removal of unnecessary materials, tools, or

machinery from the work site.g) Damage to another contractors man and materials working for the Company.h) All claims against Contractor for damages and injuries, and/or for non-payment of bills

etc.i) Any failure by Contractor to fully reimburse Company under any of the indemnification

provisions of this Contract. If, during the progress of the work Contractor shall allowany indebtedness to accrue for which Company, under any circumstances in theopinion of Company may be primarily or contingently liable or ultimately responsibleand Contractor shall, within five days after demand is made by Company, fail to payand discharge such indebtedness, then Company may during the period for whichsuch indebtedness shall remain unpaid, with-hold from the amounts due toContractor, a sum equal to the amount of such unpaid indebtedness.

Withholding will also be effected on account of the following:-i) Order issued by a Court of Law in India.ii) Income-tax deductible at source according to law prevalent from time to time in the

country.iii) Any obligation of Contractor which by any law prevalent from time to time to be

discharged by Company in the event of Contractors failure to adhere to such laws.iv) Any payment due from Contractor in respect of unauthorized imports.

When all the above grounds for withholding payments shall be removed, paymentshall thereafter be made for amounts so with-hold.

Notwithstanding the foregoing, the right of Company to withhold shall be limited todamages, claims and failure on the part of Contractor, which is directly/indirectlyrelated to some negligent act or omission on the part of Contractor.

27.0 SET OFF:27.1 Any sum of money due and payable to the contractor (including Security

Deposit) under this contract or any other contract may be appropriated by Oil India Limitedand set off against any claim of Oil India Limited (or such other person or personscontracting through Oil India Limited) for payment of a sum of money arising out of this

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contract or under any other contract made by the contractor with Oil India Limited (or suchother person or person contracting through OIL.

28.0 APPLICABLE LAW:28.1 The Contract shall be deemed to be a Contract made under, governed by and construed in

accordance with the laws of India for the time being in force and shall be subject to theexclusive jurisdiction of Courts situated in Dibrugarh/ Guwahati/New Delhi.

28.2 The Contractor shall ensure full compliance of various Indian Laws and StatutoryRegulations, to the extent applicable, as stated below, but not limited to, in force from timeto time and obtain necessary permits/licenses etc. from appropriate authorities forconducting operations under the Contract:

a) The Mines Act - as applicable to safety and employment conditions.b) The Minimum Wages Act, 1948.c) The Oil Mines Regulations, 1984.d) The Workmen's Compensation Act, 1923.

e) The Payment of Wages Act, 1963.f) The Payment of Bonus Act., 1965.g) The Contract Labour (Regulation & Abolition) Act, 1970 and the rules framed

thereunder.h) The Employees Pension Scheme, 1995.i) The Interstate Migrant Workmen Act., 1979 (Regulation of employment and

conditions of service). j) The Employees Provident Fund and Miscellaneous Provisions Act, 1952.k) The AGST Act., WB & Bihar Tax Actl) Service Tax Act.m) Customs & Excise Act & Rulesn) Assam, West Bengal and Bihar Entry Tax Acto) Value Added Taxp) Environment Protection Actq) Public Liability Act

29.0 RECORDS, REPORTS AND INSPECTION: The Contractor shall, at all times, permit theCompany and its authorised employees and representatives to inspect all the Workperformed and to witness and check all the measurements and tests made in connectionwith the said work. The Contractor shall keep an authentic, accurate history and logsincluding safety records at all reasonable times for inspection by the Companysdesignated representatives and its authorised employees and representatives. TheContractor shall provide the Company designated representatives with a daily written

report, on form prescribed by the Company showing details of operations during thepreceding 24 hours. The Contractor shall not, without Companys written consent allow anythird person(s) access to the said records, or give out to any third person information inconnection therewith.

30.0 SUBSEQUENTLY ENACTED LAWS: Subsequent to the date of submission of Contractorsbid, if there is a change in or enactment of any law or interpretation of existing law, whichresults in additional cost/reduction in cost to Contractor on account of the operation underthe Contract, the company/ Contractor shall reimburse/pay Contractor/company for suchadditional/reduced costs actually incurred.

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31.0 ROYALTY AND PATENTS: Each party shall hold harmless and indemnify the other fromand against all claim and proceedings for or on account of any patent rights, design, trademark or other protected rights arising from any use of materials, equipment, processes,inventions and methods which have not been imposed on the attending party by the termsof the contract or the specifications or drawings forming part thereof.

32.0 WAIVER & AMENDMENTS: It is fully understood and agreed that none of the terms andconditions of the contract shall be deemed waived or amended by either party unless suchwaiver or amendment is executed in writing by the duly authorized agents orrepresentatives of such party. The failure of either party to execute any right of terminationshall not act as a waiver or amendment of any right of such party provided hereunder.

&&&&&

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SECTION IVSCOPE OF WORK / TECHNICAL SPECIFICATION

SCOPE OF INTERN AL AUDI T CORPORATE OFFICE , NOIDA

1. Checking for compliance of companies rules and procedures and point outdeviation, if any.

2. Checking for proper systems / internal control systems and commentingon the effectiveness of the internal control checks in existence. Also tosuggest improvement wherever necessary.

I. CONTRACTS / PURCHASE REVIEW

1. Indenting/PR Access to create indent/PR is restricted Indents/PRs are raised as per DOP Indents are not raised for materials already in stock Release/approval of Indents as per DOP Maker Checker control is maintained All indents have expenditure sanction

2. Tendering Standard Clauses of Warranty, Guarantee, Penalty, Liquidated Damages,

Time & Place of Delivery, Subject to Inspection, Right of Rejection,Submission of Invoice, Payment terms etc are maintained in RFQs

RFQs are approved by Competent Authority Tenders are invited as per Cos policy with respect to Open Tenders,

Limited Tenders, Single Tenders, etc RFQs are not sent to Black listed Vendor Refundable Security deposit/PBG/Earnest money is duly received and

accounted for in the Books Non refundable amounts like sale of tender documents, etc are duly

received & accounted for in the Books

Tenders were kept open for a reasonable period3. Evaluation of Bids

Bids are opened by authorized people on a specific day & time Comparative statements are prepared Statement should document the reasons for selection/rejection & the same

should be signed off in each case Specific attention should be given to rejected Bids Overall criteria of Bid Evaluation should be checked

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4. Placing Purchase/Work Order Changes in terms, if any agreed upon, should be by competent

authority(including user department) & should be properly documented Orders are placed as per Cos Policy & users requirement maintained Orders should be signed off on behalf of both OIL & Vendor Standard Clauses as s pecified in case of RFQs

5. Receiving Good/Services are received as per the delivery schedule specified in the

Order GRN is generated only after acceptance & inspection of goods No time lag between Goods receipt & Inspection Tagging/Identification Marking on Goods before issuing it to the user

Department SES is prepared as soon as services are delivered

6. Payables Payments are made strictly as per the terms agreed upon in the Order Procedures for Invoice verification vis-a-vis Order, GRN/SES before

making payment Statutory Deductions like TDS, etc wherever applicable are made &

remitted in time. Special attention should be given to adjustment of advances, if any.

7. Closing Refund of Security Deposit/Discharge of Bank Guarantee, Issue of TDS

certificates, etc should be by competent authority Acceptance from the Vendor should be obtained before closing the order &

the same should be documented

8. Others Cut off Procedures on quarter/year end should be monitored Time involved in all the activities listed above should be reasonable SAP should be updated with all relevant facts like terms, etc as soon as

event occurs Procedures for monitoring all open PRs/POs/Work Orders, etc Vendor Master should be analyzed for changes, etc Controls should be monitored in E-Tendering environment Access is restricted to competent persons only

II. FIXED ASSETSINVENTORY Compilation/verification of assets registers considering assets procured since

inception. Reconciliation of fixed asset register with capital ledger. Physical verification of fixed assets inventory. Adequate procedures exist for safeguarding of fixed assets. Adequacy of insurance cover for fixed assets Check status of pending claim(s), if any

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Evaluation of utilization of fixed assets purchased in last 2-3 years to ascertainwhether these gave been optimally utilized and utilization of these resulted intangible or other savings/efficiencies to the company as envisaged during theprocurement process.

Procedures of Discarding/Write off/Disposal of fixed assets Capital Work in Progress (CWIP) should be monitored vis-a-vis inventory list &

installation certificate, specially at year/quarter ends Check Depreciation charge on fixed assets

III. EMPLOYEE (INCLUDING RETIRED) PAYMENTS REVIEWPayroll review

o Recoverieso DisbursementoVariable Pay, Reimbursements, etc

Scrutiny of all loan disbursements such as vehicle loan, house buildingloan, cycle advance, flood advance etc. including scrutiny of documents.

Checking of recoveries of vehicle loans, house building loan, cycleadvance, flood advance, PF loan, along with interest wherever applicable

Checking of claims for LFA/Tours/Medical expenses and leave encashment.Checking of unpaid Salary/wages.Verify timely submission of various returns under PF Act, States Act, etcChecking of time sheets with leave records. Leave encashed are

appropriately reduced from the un-availed leavesChecking of tax recoveries. Verify statutory recoveries like PF, TDS,

Professional tax etc and their remittances in time.Checking of overtime statements including comparison with the previous

month Number of hours vis--vis Department wise.Overtime control measures.Thorough checking of cheque encashment and the controls exercise.Access to employee Master is restricted.Employee master should be monitored for changes.

IV. TREASURY OPERATIONS REVIEW

1. CashPhysical verification of cash including imperest.Review of procedure employed for safeguarding cash balance on handReview of average cash& bank balances maintained by the Company

including idling of funds2. Bank

Scrutiny of Bank Reconciliation Statements with emphasis on old openitems.Check Balance confirmation on quarter/year ends

3. InvestmentsTo check whether investments have been made as per investment

procedure approved by the Board read with DPE guidelines.To check maturity of investments and accounting of interest.Physical verification of term deposit receipts.

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To check whether Income as well as Tax deducted thereon have been dulyrecognized in the Books

V. TAX RELATED REVIEW Payment of Service Tax & Set off for Cenvat Credit Professional Tax Payment of Statutory Dues under Labour Laws To check TDS as per provisions of Income Tax Act To review filing of TDS/VAT/Service Tax returns including Assessment by

Authorities Examine VAT payable on Works Contract Examine Service Tax payable in case of Import of Services

VI. REVIEW OF BUDGETARY CONTROLS & REPORT THE STATUS OF PLANNEDEXPENDITURE (Revenue & Capital)

1. EstimationIn case of Revenue budgets, check whether the technique of zero/matrixbased budgeting is being followed or notRevenue and Capital budgets for the entire year should be broken down to

facilitates comparison with the actual on a month to month basisCapital budgets (including seismic, drilling and procurement of equipment

& facilities) should be supported with time bound utilization plan spellingout the physical activities.

2. ApprovalBudgets (including amendment therein) are approved as per the policy

3. Utilization Variance analysis (in terms of cost as well as physical activities) vis--vis

budgets4. Monitoring

Check whether the procedures for escalation of abnormal variances to theapproving authority are in place

Necessary action is taken wherever required and the same should bedocumented

Underutil ized budgets should be duly closed in the system5. Reporting

Report quarterly on Budget versus Actual with reasons for shortfall &corrective action initiated

VII. MISCELLANEOUS REVIEW

Scrutiny of miscellaneous claims. Scrutiny of payments of sundry advances and the system of clearance of

advances. Vouching of miscellaneous payments such as rent rates, taxes, telephone

bills, housing/company guesthouse etc. Scrutiny of vehicle utilization. Physical verification of assets/inventory To check whether delegation of powers has been strictly adhered to. Economy measures taken by the Project for reducing costs. Comparative

analysis on monthly basis the revenue expenditure of the project office

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separately in respect of communication expenses, local conveyance travelexpenses, hired car, overtime, office expenses and compliance with Govt.guidelines.

Inter-sphere reconciliation. Recoveries and / or progress in recoveries of Book Debts / outstanding

claims, loans and advances particularly old / disputed dues to bemonitored and reported to Audit Committee quarterly.

Deposits / Securities etc. should be verified and balance confirmationshould be obtained.

Verification & Calculation of Guarantee fee charged by the Banks Review & Testing operating expenditure for significant accounts.

Analytical reviews of such expenses & comparison with the budgets &previous periods amounts.

Disposal/sale of obsolete/scrap items Analysis of slow moving/non moving items Usage of Guest House vis--vis Hotel accommodation

VIII. JV/ NELP REVIEW (Operated & Non Operated)

1. Budget

Annual Work Plan & Budget (including amendments therein) is approved inOC/MC meetings as required by PSC/JOA

Variance Analysis of actual performance vis--vis Budget Check the completion of Minimum Work Plan to avoid penalties, in case of

Operated & Non Operated Blocks

2. Authorization Expenditure Request (AER) Check AERs issued by operators are approved as per PSC/JOA Check AERs are duly supported by Budget, Work Plan, etc In case of operated blocks, check AERs are submitted in time as required

by PSC/JOA

3. Cash Calls

Cash calls are raised as per PSC/JOA & approved AERs Cash calls are spent are towards AER for which it is called Where there is delay in receipt of cash calls, interest is duly charged as

per JOA/PSC Payments of cash calls are duly authorized and made in time to avoid

interest in terms of JOA/PSC Reconcile cash calls with actual expenditure (OILs share)

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4. Others Verify in detail all the compliances originating from JOA/PSC in terms of

physical as well as administrative requirements Check accounting of JVCs, specially farm in & cut back entries Verify allocation of Joint/Head office expenses Verify overall reconciliation of each block in terms of Total cost vis--vis

OILs share Check manner of discharging and accounting OILs share in statutory dues Verify Reporting to statutory bodies like DGH, etc

SCOPE OF INTERNAL AUDIT RAJASTHAN PROJECT

In add i t i o n t o t he S cope o f w o r k a s l a i d dow n i n c a se o f Co r por a t e O f f i c e ,aud i t o f Ra jas tha n P ro jec t O f f i ce shou ld i nc l ude add i t i ona l Scope

SCRUTINY OF INCOME

Checking sales invoices for sale of Natural gas/Condensate. Verify adequate debits/credits notes are raised as per the discount and

penalty clause in the agreement. Verify that the rates of bi l l ing are as per Govt. s directives or agreed terms. Verify the receipts and conduct enquiry into the long outstanding balances. Verify that periodical confirmation of balances is obtained from the

customers. Scrutiny of col lection & payment of Royalty, Sales Tax & other statutory

levies. Checking of Misc. income, MGO, etc if any

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Per i od i c i t y o f Scope o f Work

The Scope of work shall be covered in a phased manner, which shall be decided withthe Audit Team before taking up the Audit for every quarter having regard to thedirectives of Audit Committee, but tentatively the following may be considered-

S.No Audit Area Sub Area CorporateOffice

Rajasthan Project

1 Contract/ Purchase Review

Receiving, Payables &Closing

Quarterly Quarterly

Indenting, Tendering,Evaluation & Award

Half Yearly Half Yearly

Others Yearly Yearly2 Fixed Assets Physical Verification Yearly Yearly

Others Quarterly Quarterly3 Employee Related Payments Half Yearly Half Yearly

Others Yearly Yearly4 Treasury Cash & Bank Quarterly Quarterly

Investments Quarterly -NA-5 Tax Related

ReviewQuarterly Quarterly

6 Budgetary Controls Quarterly Quarterly

7 Miscellaneous Quarterly Quarterly8 JV/NELP Quarterly Quarterly9 Income -NA- Quarterly

No t e : It may please be noted that the above list is only indicative and not exhaustive. Howeverthe Scope may be modified/ enlarged from time to time as deemed necessary.

C o n t r a c t o r s P e r s o n n e l :

Firms should also be requested to submit the name of the persons who would beinvolved from their end in the entire Audit along with their detai led bio-data.The persons must have a minimum of five years of post qualif ication (CA)experience as well as versed in Auditing under SAP R/3 environment. DISA /CISA qualif ication wil l be preferred.

Payment Schedule:

The payment will be released within 30 days of receipt of the invoice after acceptance of their finalreport after deduction of retention money and liquidated damages, if any as indicated in Section I.

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SECTION-V

Schedule of Rates / Price Bid Format

Bidder shall quote rates for all the items as detailed below. The rates quoted in this Proforma shall obe considered for evaluation of offer. Bidder shall quote one single lump sum price for all the activitiesdetailed in the scope of work considering all applicable taxes (including Service Tax), charges and levetc. for detail scope as mentioned. The bidder must take into consideration of all charges of thpersonnel including lodging, boarding and daily expenses while quoting the lump sum price.

ItemNo. Description of w ork

UnitConsolidated Fee in INR

1 Lump sum fees for all theactivities as detailed in theTerms of reference / Scope ofwork inclusive of traveling,lodging, boarding, dailyexpenses, all other out of pocketexpenses, all taxes includingService Tax & other duties asapplicable; but, taxes/duties hasto be indicated separately

FY10-11 FY11-12 FY12-13

(a) Corporate Office Lump

sum

(b) Rajasthan Project office Lumpsum

Total Contract Value

Authorised

Persons Signature: _________________

Name: _______________________________

Seal of the Bidder:

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SECTION-VI

SPECIAL CONDITIONS OF THE CONTRACT

1.0 SECRECY

1.1 The Service provided shall be considered strictly confidential. The secrecy of the servicesshall be maintained by the Contractor even after the expiry of the Contractual service period.

1.2 You are requested not to divulge the contents of this NIT except to the person who has aclear need to know in order to submit the offer to us.

1.3 You are also responsible to ensure that all persons to whom the contents of this enquiry aredisclosed shall keep such content confidential and shall not disclose or divulge the same toany un0authorised person.

2.0 PERFORMANCE SECURITY

2.1 The successful bidder shall furnish the performance security as per Proforma attached to thisbid document within 30 days of the receipt of notification towards award of contract, failingwhich OIL reserve the right to cancel the contract and forfeit the bid security, if any.

2.2 In the event of bidders failure to discharge their obligations under the contract, thePerformance Security shall be en-cashed and the proceeds thereof shall be forfeited withoutany further reference to the bidder.

2.3 The Performance Security amount shall not accrue any interest.2.4 The bidder will extend the validity of the Performance Security, if and whenever specifically

advised by OIL, at the bidders cost.

2.5 The Bank Guarantee shall be enforceable at New Delhi/NOIDA.

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SECTION VII

BID REJECTION CRITERIA (BRC)/BID EVALUATION CRITERIA (BEC)

BID REJECTION CRITERIA (BRC):

A) GENERAL:

1.1 The bid not meeting the requirements given in section II (Terms of Reference / Scope ofWork) will be rejected. Bids will also be rejected if the same do not cover the entirerequirements as mentioned in Section-II. Partial offer will not be considered.

B) TECHNICAL :

1.1 Bids not submitted in specified format will summarily be rejected.

1.2 Bids submitted without relevant documentary proof will be rejected.

1.3 Bidder shall have to quote for all items as specified in Section IV. Part offer will be considered

as non-responsive and rejected.

1.4 Bids received after the bid closing date and time will be rejected. Similarly, modifications to

bids received after the bid closing date and time will not be considered.

1.5 Bids not complying with Delivery, warranty, penalty and payment term clauses shall be

rejected.

C) COMMERCIAL

1.1 Bids are to be submitted in triplicate under single stage composite bid system i.e., Technicalas well as Commercial details together in single offer.

1.2 Bidders must offer firm rates in Indian Rupees only. Rates quoted by the successful biddermust remain firm during the entire period of execution of the contract and not subject to

variation on any account whatsoever. A bid submitted w