EXPRESSION OF INTEREST (EOI)

Damodar Valley Corporation (DVC), a Multipurpose River Valley Project, is set up by an Act of Central Legislature
called Damodar Valley Corporation Act 1948 and is owned by the 3 (three) participating Governments viz. Central Govt.,
West Bengal Govt. and Jharkhand Govt. (Formerly Bihar Govt.).

DVC has several projects, mainly Thermal Power Plants, as Business units at different locations within the State of
West Bengal and Jharkhand and its Head Quarters is at Kolkata. The projects are administratively, functionally and
financially controlled centrally from Head Quarters. DVC intends Structural adjustments within the Organisation, which will
cater to various Regulatory and Statutory requirements viz, Inter-State & Intra-State ABT, Central & State Tariff
Regulations, Electricity Act 2003 etc. as well as for emerging appropriate decentralisation of operational & Policy matters in
a paradigm growth scenario, with relocation of its assets, facilities, agreements, services, logistics etc. The SBUs out of the
multiple locations of DVC need to be created in a manner so that maximum administrative, functional and financial
autonomy is possible.

Expression of interest is invited from reputed Consultancy Firms, having experience in consultancy for
Restructuring of Organisations and having extensive National and International presence in emerging economies over 20
years. The Firm needs to have in-house Technical, Commercial & Financial expertise in India to provide such restructuring
of organisation related consultancy services.

Last date for submission of EOI is 15.00 hrs. on 16th September 2008 Details of eligibility criteria, manner and
place of submission of EOI and relevant particulars are available in the Request for Qualification Document (RFQ), which
may be accessed at the website: www.dvctender.com DVC reserves the right to appropriately modify the eligibility criteria
above in the light of experience gained in the RFQ process.
 Terms of Reference for consultancy on creation of Strategic Business Units (SBU).

Damodar Valley Corporation (DVC) is a Multipurpose River Valley Project formed under an
Act of Parliament (DVC Act 1948) and is owned by the 3 (three) participating Governments viz. Central
Govt., West Bengal Govt. and Jharkhand Govt. formerly Bihar Govt. The main functions of DVC
include Generation, transmission and distribution of electrical energy, Irrigation and Flood control in
Damodar Valley area.

Presently DVC is having 4 Nos. of Thermal Power Plants located at Bokaro and Chandrapura in
the State of Jharkhand and Durgapur and Mejia in the State of West Bengal. It has Hydel Power
Generation units are at Maithon, Panchet and Tilaiya in the State of Jharkhand along with Multipurpose
Dams on the rivers. The Central Load Despatch Centre is located at Maithon.. During the 11th Plan,
DVC has embarked upon huge capacity extension/addition/ Refurbishment in Thermal Power
Generation as well as Transmission, which covers Green Field Projects as well as extension projects in
existing projects. Green Field projects will be at Koderma in Jharkhand and Andal and Raghunathpur in
West Bengal. The details of the existing and new projects are in Annexure-I. This capacity addition
involves an investment of about Rs. 28,000 Cr.

In the context of huge growth with mega investment and with Regulatory Tariff under the
Electricity Act 2003, Structural adjustment of the organization is required. Instead of major physical
restructuring of the Corporation, the structural adjustment could be creation of a number of Strategic
Business Units (SBU), which may be distinct Profit Centres with heterogeneous risks and returns. The
SBUs may be delegated not only with operational powers but also with some of the major policy
decision making powers.

The basic spirit behind creation of SBUs is to unlock each power station as well as Transmission
& Distribution from the Centralised control and to ensure quick decision making mechanism at the SBU
level with revamping the organization structure.

In order to facilitate structuring and creation of SBUs, services of the consultants with
recommendation of the optimum number of SBUs, SBU structure, Policy making and operational
powers of the SBUs, HR Policy for the SBUs, Qualifying requirements for manning the senior
management in the Board of SBU, need to be framed. Expression of interest is invited from reputed
Consultancy Firms, having experience in consultancy in restructuring and having extensive National and
International presence in emerging economy over 30 years, to provide consultancy services in
organisational restructuring. The Firm needs to have in-house Technical & Financial expertise in India
to provide such consultancy services.

Last date for submission of EOI is 15.00 hrs. on 16th September 2008. DVC reserves the right
to appropriately modify the eligibility criteria above in light of experience gained in the RFQ process.

Interested Firms, if needed, may contact for further details/ clarifications: Director (Accounts),
Damodar Valley Corporation, DVC Towers, VIP Road, Kolkata-700 054 Telephone: 033-2355-
9939/1311 FAX: 033-2355-9939/1311.

The bids by way of EOI will be opened immediately after the submission time on 16 th September
2008.
This announcement is neither an offer/invitation for awarding / mandating the work to any Party.
 Request for Qualification Document (RFQ)

A. Qualifying Requirement:

Interested Consultancy firm should satisfy the following eligibility criteria for participating in the
process of selection.

I) Should be a Consultancy firm having at least 30 years extensive practice both in

National and Overseas in emerging economy.

II) Should have experience in having imparted consultancy services for restructuring of
any Company/ Organisation. Necessary credentials are to be furnished.

III) Should be equipped with professionally qualified personnel In-house having adequate
Technical & financial expertise in India for imparting such consultancy services
required for study and preparation of total process of restructuring.

IV) The Firm should have minimum Annual average Turnover in respect of advisory &
consultancy services in India of Rs. 150 Cr. during last 3 years (2005-06, 2006-07
and 2007-08).

V) The firm should have a full-fledged office at Kolkata with senior level (at least 7 Yrs.
Working experience) nodal officials to handle the project.

VI) List of documents to be submitted:.

a) Credentials in support of National and International experience.
b) Audited Annual report for last 3 years (last year 2007-08).
c) List of establishments in India with address, Phone No. Fax No. etc.

B. Indicative Scope of work

1. Study the total structure of DVC with total assets and liabilities and submit Recommendations on
creation of optimum number of SBUs out of the existing structure of DVC with possible
financial and organizational structure of the proposed SBUs, indicating the various options
available on the transformation process without amendment in the DVC Act 1948.
2. Structuring of SBUs considering the Electricity Act, CERC Regulations etc.
3. Suggest delegation of Operational & Policy making process at various levels of the proposed
organization structure of the SBUs.
4. Suggest Financial and administrative linkage of the proposed SBU with the other SBUs/Field
locations of DVC and Corporate office of DVC.
5. Human Resource planning with link amongst the SBUs/other Field locations of DVC and
Corporate office of DVC and mobility of Human Resources.
6. Inter SBU Transactions.
7. Demarcation of common Assets, Facilities like Land, Coal Blocks, Coal Linkages, for the
respective SBUs.
8. Assignment of Contracts on commercial effects like Power Purchase Agreements, Scheduling of
Powers etc.
C. Subsequent Bidding Process:

Based on an evaluation of EOI received, interested Parties will be short listed by DVC to participate in
the subsequent bidding process and the parties will be intimated accordingly. Short listed Parties would
be provided with the detailed bid documents after signing of Confidentiality Agreement.

However, this RFQ alone shall constitute no commitment on the part of DVC, in respect of mandate for
the work. DVC reserves the right to appropriately modify the above eligibility criteria in light of
experience gained in the RFQ process. Furthermore, this invitation confers neither any right nor
expectation to any party to participate in awarding consultancy work. DVC reserves the right to reject
any or all bids, if it considers necessary to do so, and/or to withdraw from awarding/mandating the work
or to vary any of its terms and/or the process without assigning any reason whatsoever.

D. Formalities & Bid details:

i) All short listed parties, before submission of price bids, will have the option to submit their
queries, if required, within a cut-off date to be declared by DVC at appropriate time and
clarifications of the same will be made by DVC, if required and found appropriate. All
clarifications issued on this regard will be intimated to all the bidders.

They will also be furnished with additional information, if required, at the sole discretion of
DVC.

The terms relating to submission of bids will be set out in the detailed bid document and other
document(s) to be prepared for the purpose.

ii) The Interested Parties may submit, in duplicate, EOI, duly signed by the authorised signatory(s).

The EOI should reach not later than (15.00 Hrs. on 16th September 2008) at the following
address:

Sr. Additional Chief Accounts Officer (CA & Loan)

Central Accounts Office,
Damodar Valley Corporation,
4th Floor, DVC Towers, VIP Road,
Kolkata - 700054
TELE-FAX: 033-2355-1311

The bid will be opened immediately after the submission time on 16-09-2008.

iii) Submission of the aforesaid documents by fax, e-mail or other electronic modes will not be
acceptable. It is the responsibility of the interested party to ensure that its EOI is delivered at the
above address by the stated time and date. The covering envelope containing aforesaid
documents submitted should be clearly marked.
E. Disqualification.

DVC shall not consider for the purpose of qualification an EOI, which has been found to be
incomplete in content and/or attachments and/or authentication/ condition etc.

Without prejudice to any other rights or remedies available to DVC, an interested Party may be
disqualified and its EOI dropped from further consideration for any of the reasons listed below:

Material misrepresentation by such interested Party whether in the EOI along with RFQ or
otherwise;

Failure by such interested Party to provide the information required to be provided in the EOI
along with RFQ pursuant to relevant sections of this RFQ.

If information becomes known after the interested Party has been qualified to receive the RFQ
for further participation in the process, then DVC would be entitled to reject or disqualify the
relevant interested Party. DVC reserves the right to reject the interested Party at the time, or at
any time after, such information becomes known to DVC.

The decision of DVC that above events have occurred would be final and DVC will not owe any
explanation to any party.

F. Requests for clarification:

If at any time during the evaluation process, DVC requires any clarification on the EOI
submitted by the interested Party in order to carry out the evaluation, it reserves the right to
request such information from any or all of the interested Parties and such parties will be obliged
to respond to any reasonable request for such information and to supply the same within such
reasonable time-frame as DVC may require.

DVC reserves the right not to respond, to questions raised or provide clarifications sought, in its
sole discretion, if it considers that it would be inappropriate to do so. No other in this section
shall be taken or read as compelling or requiring DVC to respond to any question or to provide
any clarification. No extension of any time and date referred to in this RFQ shall be granted on
the basis of grounds that DVC has not responded/provided to any question/clarification.

G. Modification/Cancellation:

DVC will be at liberty to amend/modify/delete any of the above conditions and/or the process as
may be deemed necessary in the light of the facts and circumstances of the case.

DVC reserves the sole right to refuse any or all bids without assigning any reasons thereof. DVC
reserves the right to proceed with /cancel the bidding process irrespective of the response to its
invitation.
 DVC reserves the right to cancel/ terminate the contract at any stage, in case of any
representation or information provided in respect of the credentials or qualifying requirements
etc., which are subsequently found out to be incorrect.

DVC at its discretion may extend the last date for submission of EOI. Interested Party(s) are
advised to keep themselves informed of any such modification/ cancellation that may be notified.
DVC shall not be notifying any such modification separately through any other media. Decision
of DVC in respect of the above would be final and binding on the parties.

H. Jurisdiction/Arbitration:

All matters relating to the EOI process and the bidding procedure shall be governed by the laws
of Union of India. Only courts at Kolkata (with exclusion of all other courts) shall have the
jurisdiction to decide or adjudicate on any matter, which may arise out of or in connection with
the process of selection and mandate of the consultancy and due diligence and execution of the
total work process.