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PROVIDING CONSULTANCY SERVICES IN CONNECTION WITH OUR MOZAMBIQUE ASSET TENDER ENQUIRY NO. : 1000228850

Bharat PetroResources Limited (BPRL) on behalf of BPRL Ventures Mozambique BV (a Netherlands

based 100% subsidiary) invites quotations for providing consultancy services in relation to the

proposed structure.

1. Introduction

Bharat PetroResources Ltd (BPRL) is a 100% wholly owned subsidiary Company of Bharat

Petroleum Corporation Ltd (BPCL) which is a fortune 500 Company. Currently, BPRL holds

participating interest in various oil and gas blocks. The blocks are held either by BPRL itself

or through its subsidiary companies located in India, Netherlands and Brazil.

2. BPRL had farmed into Rovuma Basin Area 1 block, Mozambique in the year 2008. It had

acquired 10% participating interest from Anadarko who is the operator of this block.

Mozambique block is held by BPRL Ventures Mozambique B.V. which a step down

subsidiary of BPRL and subsidiary company of BPRL International B.V. Both BPRL

International and BPRL Ventures Mozambique BV are incorporated at Netherlands.

The current structure is diagrammatically represented as under:

The BV Companies are situated in Netherlands

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Other consortium members in the block are Anadarko 26.5% (operator), Beas Rovuma

Energy Mozambique Limited (OVL-OIL) (10 % PI), ONGC Videsh Limited (10%), PTTEP AI

(8.5% PI), Mitsui E&P Mozambique Area 1, Limited (20% PI) and ENH (Govt of Mozambique

company) 15% PI. The PIs are being held by the other consortium members (except ENH)

from various different offshore locations outside Mozambique. The partnership is

progressing on various fronts with a target to despatch the first cargo of LNG from the plant

in the 2019 timeframe. Keeping the huge investment requirement for development of our

Mozambique project, our consortium is finalising on loan from ECA lenders and commercial

banks. We have been informed by the operator that as per the advisors, it will be beneficial

to incorporate dual SPV structure for borrowing and marketing purpose. These SPVs will be

formed keeping the following in mind:

a) Consolidating LNG sales revenues that will support Project Financing debt

b) Consolidate loans from multiple sources for on-lending to the Concessionaires.

c) Consolidate LNG production for sale to each customer under one sales and purchase agreement.

d) Serve as the customer interface for purposes of managing shipping and contract administration.

3. Borrower SPV

Keeping into account huge borrowing the operator has suggested to set up SPV to enable to

enter into loan transaction with the lenders. This SPV will be termed as “Borrower SPV”.

Borrower SPV will enter into loan agreements with commercial lenders and on-loan the

proceeds to the Concessionaires. Operator has contemplated “Country X” to incorporate

Borrower SPV. This has been decided based on following factors:

a) DTAA between Mozambique and Country X which helps to reduce Withholding tax payable on interest, if any, in Mozambique

b) Low Corporate Income tax rate in Country X

c) Dividend Withholding tax NIL in Country X

d) Interest payable from Country X to the lenders anywhere in the world is subject to NIL withholding tax

e) Ease of doing business in Country X

f) No thin capitalisation limit in Country X

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4. Seller SPV

To market LNG from Mozambique, it is proposed to set up SPV in Country Y which will be a

subsidiary Company of Borrower SPV. Factors considered for setting up of SPV in Country Y

is given below:

a) Low Corporate Income tax rate in Country Y

b) Dividend Withholding tax NIL in Country Y

c) Ease of doing business in Country Y

d) Marketing, logistics and contract administration in a jurisdiction with good proximity to the target markets.

e) Tax Treaty network that supports international commercial activity i.e no double taxation on the LNG buying country in case of Ex-ship sales

Note: Other required details viz. Name of the country X and Country Y, administration of the SPVs,

proposed Cash waterfall, target market, etc., will be disclosed only to successful bidder before start

of the work.

5. Scope of the Work

Keeping in mind our current structure we would require a confirmation from the appointed

consultant whether the country/ies proposed by the Operator are best suited for us as well

and the study should cover

a) Outlining the benefits and limitations associated with setting up the structures in these

countries i.e. Borrower SPV and Seller SPV

b) Examining the flexibility to exit from borrower/seller SPV with elimination/ reduction of

tax on capital gains on such divestment of stake.

c) Analysing the interest deductibility, thin capitalisation and any anti-avoidance

provisions, with respect to the debt to be raised at borrower SPV level and if any, posing

an impact on the entire arrangement.

d) Commenting upon the withholding tax implications on interest payout to lenders at the

level of the borrower SPV.

e) Commenting upon the transfer pricing implications on transactions between SPVs and

concessionaires, along with any other tax & exchange implications arising on related

party transactions.

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f) Commenting upon avoidance of Double tax when sales is made from Seller SPV under

Ex-shipment sales to target markets.

g) To confirm that all the factors (as given above) are taken into account while finalizing

incorporation of borrower and Seller SPV. Highlight any missing factor, if any, which will

have major impact on decision of setting up of borrower and seller SPV.

h) To confirm that, under the proposed structure there is no tax leakage when money is

finally transferred to BPRL Ventures Mozambique (at Netherlands) from Mozambique

project

i) Confirm that the countries where borrower and seller SPV will be incorporated are most

tax efficient countries from Mozambique project point of view.

j) Suggest any other alternative structure, if any, which is more tax efficient and business

friendly than the proposed structure for setting up of Borrower and seller SPV for

Mozambique project

k) Any other matter that the consultant feels is of importance in finalization of the

structure.

l) Participating in discussion with the management to explain the arrangement and outline

a potential way forward, as relevant.

m) If required, discussion may also be required to be held (through teleconference) with

Operator’s internal Tax Advisors to the Project team to discuss any relevant issue.

6. Deliverables

The bidder shall issue the draft report for discussion within 15 days from the date of issue of

letter of Intent. The signed final report should be issued within 10 days after discussion.

7. Bidding Instructions

This is a single part e-tender and the bidders are required to submit their bids online (e-

tender), on or before 14:00 Hrs (IST) on 13.03.2015, in our e-procurement portal

https://bpcleproc.in. Any bid received through other means like Telex / Cable / Fax /

email will not be accepted and the bid received from the same bidder through e-tender, if

any, will also be rejected.

Parties to quote an all inclusive (including Out of pocket expenses, if any) price and all

rates in USD only. In case any taxes are to be charged, the same to be mentioned

separately. The total outflow (including taxes) would be considered for the purpose of

evaluation

Bidders are advised to go through the tender documents carefully and quote their rates in

the price bid format in the portal.

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Tender documents including all Annexures, should be duly signed by the authorized person.

Tenders will be opened at 14.15 Hrs (IST) on 13.03.2015.

Any counter condition by the bidder may result into rejection of the said bid.

8. Payment Terms

a) The Letter of Intent will be issued by BPRL Ventures Mozambique BV

b) Payment shall be made within 15 days of the issuance of the final report, from BPRL

Ventures Mozambique BV. Hence Bidder has to confirm the applicability of service tax

on the payment.

9. Bid Validity

Bids submitted by tenderers shall be valid for 60 days from the date of opening the tender.

BPRL reserves right to accept or reject any bid or cancel the tender, in its sole discretions,

without assigning any reasons thereof. The award of contract shall be to the technically

accepted overall lowest bidder.

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Instructions to Bidders

1. Bidder shall bear all costs associated with the preparation and submission of bid. BPRL will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the bidding process.

2. The bidder is expected to examine all instructions, forms, terms and specifications in the Bidding documents. Failure to furnish all information required in the Bidding Documents or submission of a bid not substantially responsive to the Bidding Documents in every respect or counter condition in the bid will be at the Bidder's risk & responsibility and may result in the rejection of its bid.

3. In the event you require any clarification prior to submission of your bid, please communicate by 10th March (5 pm IST) to email ashwin.rao@bharatpetroresources.in; ashwincrao@bharatpetroleum.in .

4. AWARD CRITERIA: BPRL Ventures Mozambique BV will award the Contract to the successful Bidder whose bid

has been determined to be substantially responsive and has been determined as the lowest

evaluated bid, provided further that the Bidder is determined to be qualified to perform the

Contract satisfactorily.

5. BPRL’s RIGHT TO ACCEPT OR REJECT ANY BID: BPRL reserves the right to accept or reject any or all bids and to annul the bidding process

and reject all bids, at any time prior to award of contract, without thereby incurring any

liability to the affected bidder, or bidders or any obligation to inform the affected bidder of

the grounds for BPRL’s action.

6. FURNISHING FRAUDULENT INFORMATION/DOCUMENTS : If it found that a bidder/contractor has furnished fraudulent information/documents, it shall

constitute sufficient ground for annulment of the award and the party shall be debarred for

a period of 3(three) years from the date of detection of such fraudulent act besides the

legal action.

7. SPECIFICATIONS : Before submission of Bids, Bidders are requested to make themselves fully conversant with

all Conditions of the Bid Document and other relevant information related to the job to be

executed under this contract.

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8. CONFIDENTIALITY, USE OF CONTRACT DOCUMENTS AND INFORMATION: 8.1. Bidder shall not, without prior written consent from all the partners, disclose the

contract, or any provision thereof, or any specification, plan, drawing pattern, sample or information furnished by or on behalf of Parties in connection therewith, to any person other than a person employed by Bidder in the performance of the contract. Disclosure to any such employed person shall be made in confidence and shall extend only so far, as may be necessary for purposes of such performance.

8.2. Bidder shall not, without our prior written consent, make use of any document or information provided by us except for purposes of performing the contract.

8.3. Any document supplied to the Bidder in relation to the contract other than the Contract itself remain the property of BPRL and shall be returned (in all copies) to BPRL on completion of performance under the Contract if so required by BPRL. All information obtained by Bidder in the conduct of operations and the information provided shall be considered confidential and shall not be divulged by Bidder or its employees to anyone other than the authorized personnel of BPRL. This obligation of BPRL shall be in force even after the termination of the contract.

8.4. Successful Bidder will be required to enter into confidentially agreement which is enclosed as Annexure -1.

9. SETTLEMENT OF DISPUTES AND ARBITRATION: All disputes or differences whatsoever arising between the parties out of or relating to the construction, meaning and operation or effect of this contract or the breach thereof shall be settled by arbitration in accordance with the Rules of Indian Arbitration and Conciliation Act,1996. The venue of arbitration will be Mumbai. The award made in pursuance thereof shall be binding on the parties.

10. NOTICES: 10.1. 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 above.

10.2. A notice shall be effective when delivered or on the notice's effective date, whichever is later.

11. SUBCONTRACTING: The Consultant shall not subcontract or assign, in whole or in part, its obligations to perform

under this contract, except with BPRL’s prior written consent.

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General Instructions to Bidders for e-tendering

1. Interested parties may download the tender from BPCL website

www.bharatpetroleum.in (or) http://eprocure.gov.in (or) from the e-tendering website

https://bpcleproc.in and participate in the tender as per the instructions given herein, on

or before the due date and time of the tender. The tender available on the BPCL

website can be downloaded for reading purpose only. For participation in the

tender, please fill up the tender on-line on the e-tender system available on

https://bpcleproc.in.

2. For registration on the e-tender site https://bpcleproc.in, you need to download the

Instruction to Vendor from the site and read it. Then bidder shall have to select Enrolment

and complete the Supplier Registration Form by filling in all the information correctly.

Kindly remember the login id and password entered therein. After you complete this

process, system will generate an e -mail wherein a system generated Challenge Phrase

will be mailed to you to complete balance registration process.

3. As a pre-requisite for participation in the tender, tenderers are required to obtain a valid

Digital Certificate of Class IIB (with both digital signature and encryption) and above as

per Indian IT Act from the licensed Certifying Authorities operating under the Root

Certifying Authority of India (RCIA), Controller of Certifying Authorities (CCA). The

cost of obtaining the digital certificate shall be borne by the tenderer.

4. In case any tenderer so desires, he may contact our e-procurement service provider M/s

E-Procurement Technologies Ltd (ETL), (Contact nos.: All India +91 79 4001

6816/6848/6844/6868 and Mumbai +91 22 65354113 & 65595111) for obtaining the

digital signature certificate. Please note that generally, it takes 5 working days for

obtaining a digital certificate after the submission of all required documents / fees.

5. Corrigendum/amendment, if any, shall be notified on the site https://bpcleproc.in. In

case any corrigendum/amendment is issued after the submission of the bid, then such

tenderers, who have submitted their bids, shall be intimated about the

corrigendum/amendment by a system-generated email. It shall be assumed that the

information contained therein has been taken into account by the tenderer. They have

the choice of making changes in their bid before the due date and time.

6. Tenderers are required to submit their bid on-line on or before the due date and time of

closing of the tender.

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7. Accept the entire Tender Documents including the all the annexures in Bid Common Form

section.

8. It is advised that the bidder uploads small sized documents (preferably maximum

up to 5 MB) at a time to facilitate in easy uploading into e-tendering site. Corporation

does not take any responsibility in case of failure of the bidder to upload the documents

within specified time of tender submission. Hence it is advisable to upload all the requisite

documents well in advance to avoid the last minute rush.

9. In case no. of pages to be uploaded is more, then the same can also be zipped and

uploaded. The supporting documents should be serially numbered and total number of

pages uploaded, should be indicated.

10. Price Bid will have to be filled online.

11. Directions for submitting on-line offers, electronically, against e-procurement tenders

directly through internet:

i. Tenderers shall have to log on to the website (https://bpcleproc.in) for

submitting their bid.

ii. The system time (IST) that will be displayed on e-Procurement web page shall be

the time considered for determining the expiry of due date and time of the

tender and no other time shall be taken into cognizance.

iii. Tenderers are advised in their own interest to ensure that their bids are

submitted in eProcurement system well before the closing date and time of bid.

If the tenderer intends to change/revise the bid already entered, he may do so

any number of times till the due date and time of submission deadline. However,

no bid can be modified after the deadline for submission of bids.

iv. Once the entire process of submission of on-line bid is complete, the

tenderers are required to go to option own bid view through dashboard

and take the print of the envelope receipt as a proof of submitted bid.

v. Bids / Offers shall not be permitted in e-procurement system after the due date/

time of tender. Hence, no bid can be submitted after the due date and

time of submission has elapsed.

vi. No manual bids/offers along with electronic bids/offers shall be permitted.

vii. It shall be understood that every endeavor has been made to avoid error

which can materially affect the basis of Tender and the successful Tenderer shall

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take upon himself and provide for risk of any error which may subsequently be

discovered and shall make no subsequent claim on its account thereof.

viii. Once the bids are opened, tenderers can see the list of tenderers who have

participated in the bid by logging on to the portal under their user ID and

password and clicking on Other Bids view.

12. No responsibility will be taken by BPCL / BPRL and/or the e-procurement service provider

for any delay due to connectivity and availability of website. They shall not have any

liability to tenderers for any interruption or delay in access to the site irrespective of

the cause. It is advisable that tenderers who are not well conversant with e-tendering

procedures, start filling up the tenders much before the due date / time so that there

is sufficient time available with him/her to acquaint with all the steps and seek help if

they so require. Even for those who are conversant with this type of e-tendering, it is

suggested to complete all the activities ahead of time. It should be noted that the

individual bid becomes viewable only after the opening of the bid on/after the due

date and time. Please be reassured that your bid will be viewable only to you and nobody

else till the due date/ time of the tender opening. The non availability of viewing before

due date and time is true for e-tendering service provider as well as BPCL / BPRL officials.

13. BPCL / BPRL and/or the e-procurement service provider shall not be responsible for

any direct or indirect loss or damages and or consequential damages, arising out of

the bidding process including but not limited to systems problems, inability to use

the system, loss of electronic information etc

14. In case of any clarification pertaining to e-procurement process, the tenderer may contact

the following agencies / personnel:

a. For system related issues:

M/s. E-Procurement Technologies Ltd at contact no. +91 22 65354113 and +91 22

65595111 or +91 79 4001 6816/6848/6844/6868 followed with an e-mail to

support@bpcleproc.in

b. For tender related queries

Manager (Finance), BPRL at contact no 022-22175627 / 09920077590 followed with

an e-mail to ashwin.rao@bharatpetroresources.in

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Annexure -1

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT, entered into this the ______ day of, ________ 2015, by and between

________________, a corporation organized and existing under the laws of the Republic of ________

(hereinafter referred to as the "Disclosing Party") and_________________________, a corporation

organized and existing under the laws of______________________, (hereinafter referred to as the

"Receiving Party").

1. In connection with the evaluation and the possible participation by the Receiving Party in petroleum exploration and production opportunities in as discussed (hereinafter referred to as the "Area"), the Disclosing Party is willing, in accordance with the terms and conditions of this Agreement, to disclose to the Receiving Party certain confidential information on an non-exclusive basis, relating to the Area which includes, but is not necessarily limited to geological and geophysical data, maps, models and interpretations and may also include commercial, contractual and financial information (hereinafter referred to as the "Confidential Information").

2. In consideration of the disclosure referred to in Paragraph 1 hereof, the Receiving Party agrees that the Confidential Information shall be kept strictly confidential and shall not be sold, traded, published or otherwise disclosed to anyone in any manner whatsoever, including by means of photocopy, reproduction, or electronically, without the Disclosing Party's prior written consent, except as provided in this Agreement.

3. The Receiving Party may disclose the Confidential Information without the Disclosing Party's prior written consent only to the extent such information:

a) is already known to the Receiving Party as of the date of disclosure hereunder;

b) is already in possession of the public or becomes available to the public other than through the act or omission of the Receiving Party or of any other person to whom Confidential Information is disclosed pursuant to this Agreement;

c) is required to be disclosed under applicable law, stock exchange regulations, or by a

governmental order, decree, regulation or rule (provided that the Receiving Party shall make all

reasonable efforts to give prompt written notice to the Disclosing Party prior to such disclosure);

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d) is acquired independently from a third party that represents that it has the right to disseminate

such information at the time it is acquired by the Receiving Party; or

e) is developed by the Receiving Party independently of the Confidential Information received

from the Disclosing Party.

4. The Receiving Party may disclose the Confidential Information without the Disclosing Party's prior written consent to an Affiliated Company (as hereinafter defined), provided that the Receiving Party guarantees the adherence of such Affiliated Company to the terms of this Agreement. "Affiliated Company" shall mean any company or legal entity which (a) controls either directly or indirectly a Party, or (b) which is controlled directly or indirectly by such Party, or (c) is directly or indirectly controlled by a company or entity which directly or indirectly controls such Party. "Control" means the right to exercise 50% or more of the voting rights in the appointment of the directors or similar representatives of such company or entity.

5. The Receiving Party shall be entitled to disclose the Confidential Information without the Disclosing Party's prior written consent to such of the following persons who have a clear need to know in order to evaluate the Area:

a) employees, officers and directors of the Receiving Party;

b) employees, officers and directors of an Affiliated Company;

c) any consultant or agent retained by the Receiving Party or Affiliated Company for the purpose of

evaluating the Confidential Information; or

d) any bank or other financial institution or entity financing Receiving Party's participation in the

Area, including any consultant retained by such entity for the purpose of evaluating the

Confidential Information.

Prior to making any such disclosures to persons under subparagraphs (c) and (d) above, however,

the Receiving Party shall obtain an undertaking of confidentiality, substantially in the same form and

content as this Agreement, from each such person.

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6. The Receiving Party shall be responsible for ensuring that all persons to whom the Confidential Information is disclosed under this Agreement shall keep such information confidential and shall not disclose or divulge the same to any unauthorized person. Neither party shall be liable in an action initiated by one against the other for special, indirect or consequential damages resulting from or arising out of this Agreement, including, without limitation, loss of profit or business interruptions; however, same may be caused.

7. The Confidential Information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time upon giving written notice to the Receiving Party. Within 30 days of receipt of such notice, the Receiving Party shall return all of the original Confidential Information and shall destroy or cause to be destroyed all copies and reproductions (in whatever form, including but not limited to electronic data) in its possession and in the possession of persons to whom it was disclosed pursuant to this Agreement (except that any Confidential Information that is retained in the Receiving Party's computer backup system will be destroyed in accordance with the Receiving Party's regular ongoing records retention process. Such computer back ups shall not be retrieved, used or consulted after The Disclosing Party gives Receiving Party the thirty (30) days notice described above and shall be subject to the confidentiality obligations under this Agreement for the term thereof).

8. The Disclosing Party hereby represents and warrants that it has the right and authority to disclose

the Confidential Information to the Receiving Party. THE DISCLOSING PARTY, HOWEVER, MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE QUALITY, ACCURACY AND COMPLETENESS OF THE CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER, AND THE RECEIVING PARTY EXPRESSLY ACKNOWLEDGES THE INHERENT RISK OF ERROR IN THE ACQUISITION, PROCESSING AND INTERPRETATION OF GEOLOGICAL AND GEOPHYSICAL DATA. THE DISCLOSING PARTY, ITS AFFILIATED COMPANIES, THEIR OFFICERS, DIRECTORS AND EMPLOYEES SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO THE USE OF OR RELIANCE UPON THE CONFIDENTIAL INFORMATION BY THE RECEIVING PARTY. Nothing contained in this Agreement shall be construed as requiring either Party to enter into any business dealings, to negotiate in good faith, or to hold or to continue discussions concerning the Area. Neither this Agreement nor any actions of the parties shall constitute a partnership, joint venture or any other cooperative relationship between the Parties.

9. This Agreement shall be governed by and construed in accordance with the laws of India without

regards to its conflicts of laws provision. 10. No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a

person who is not a party to this Agreement. 11. Unless otherwise expressly stated in writing, any prior or future proposals or offers made in the

course of the Parties' discussions are implicitly subject to all necessary management and government approvals and may be withdrawn by either for any reason at any time. Nothing contained herein is intended to confer upon the Receiving Party any right whatsoever to the Disclosing Party's interest in the Area.

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12. No amendments, changes, or modifications to this Agreement shall be valid except if the same are in writing and signed by a duly authorized representative of each of the Parties hereto.

13. This Agreement comprises the full and complete agreement of the Parties hereto with respect to the disclosure of the Confidential Information and supersedes and cancels all prior communications, understandings and agreements between the Parties hereto, relating to the Confidential Information, whether written or oral, expressed or implied.

14. The Receiving Party may only assign this Agreement to an Affiliated Company, provided, however,

the Receiving Party shall remain liable for all obligations, whether expressed or implied, under this Agreement. Without limiting the foregoing, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns.

IN WITNESS WHEREOF, the duly authorized representatives of the Parties have caused this Agreement

to be executed on the date first written above.

DISCLOSING PARTY

By:

Name: __ _________

Title: ___________

RECEIVING PARTY

By:

Name: _______________________

Title: