MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (hereinafter referred to as “MOU”) is a pre-tender

agreement for “Construction of Circuit Bench of Calcutta High Court at Jalpaiguri. (2nd Call)”,
and is made and executed on this …………… day of September 2019 at Kolkata

BY and BETWEEN

M/s. Mcnally Bharat Engineering Company Limited , having its Registered Office at 4,
Mangoe Lane, Kolkata - 700001 represented by Mr. ……(name)…… , …………(designation)
……….., Power of Attorney Holder, which expression shall mean and include its successors,
administrators and assignees (hereinafter referred to as “MBECL”) the Party of the First Part.

AND

M/s. Hindustan Steelworks Construction Limited , having its Registered office at “P-34-A,
Gariahat Road (South), Kolkata - 700 031 represented by Mr. ……(name)…… , …………
(designation)………..,, Power of Attorney Holder, which expression shall mean and include its
successors, administrators and assignees (hereinafter referred to as “HSCL”) the Party of the
Second Part.

MBECL and HSCL shall be hereinafter collectively referred to as the “Parties” and individually
referred to as “Party”.

WHEREAS,

The Superintending Engineer and Project Director, Project Implementation Unit – I, Public
Works (Roads) Directorate, 3, No. Commissariat Road, Hastings,Kolkata-700022 (hereinafter
known as “Owner”) vide NOTICE INVITING ELECTRONICTENDER NO. 69 of 2019-2020
dated 04.09.2019, has invited tender for the following work:

“Construction of Circuit Bench of Calcutta High Court at Jalpaiguri. (2nd Call)”

(Hereinafter referred to as the “Project”)

“MBECL” is one of the leading Engineering Companies in India engaged in providing turnkey
solutions in the areas of Power, Steel, Mining, Aluminium, Material Handling, Mineral
Processing, Cement, Pneumatic Handling of powdered materials including fly ash handling
and high concentrate disposal, coal washing, port cranes, civic and industrial water supply and
Infrastructure projects such Highways projects and construction of Super Speciality Hospitals
and Buildings etc. Over 300 plants have been constructed on turnkey basis by MBECL which
are running successfully till date. The Company, head quartered at Kolkata, is a part of the
Williamson Magor Group.

“HSCL” is an ISO 9001:2015 certified company with over 55 years of excellence in the
construction sector and successful projects spanning all across the country. HSCL has a
versatile infrastructure portfolio and is a pioneer in delivering exceptional value to its clients by
way of executing construction projects of highest quality standards. HSCL has been executing
a various diverse infrastructure projects in the areas of buildings, roads, dams and bridges,
power plants and highways and rural roads under PMGSY, hospital and education
infrastructure, Opencast Mining, creation of Sports facilities, Solar Power Generation Units etc.
establishing its comprehensive credibility across the country

Whereas,

“MBECL” & “HSCL” have agreed to get associated with each other for the preparation and
submission of the bid for the aforesaid “Project”. HSCL satisfies pre-qualification criterions as
specified in the pre-bid conditions and shall be submitting its bid to the Owner. “MBECL” shall
assist HSCL in preparation of the bid, by providing all the necessary calculations, estimation
and pricing documents (including Price offer), and if the work is awarded to “HSCL”, then the
complete works shall be awarded to “MBECL” by “HSCL”, and MBECL shall be responsible
for completing the its scope of work and maintain during the defects liability period) as per the
terms and conditions of the Main Agreement signed between the Owner and HSCL, subject to
following terms and conditions.
NOW IN WITNESSETH FOLLOWING TERMS AND CONDITIONS ARE AGREED
BETWEEN THE PARTIES.

1) The effect of this MOU will come in to force from the date of signing of this
MOU by the Parties.
2) On receipt of the Project from the Owner, HSCL shall award the complete
Works to MBECL.
3) MBECL as per the terms of this Agreement shall be responsible to HSCL for
entire work and covenants to carry out all obligations under this contract till the
complete closure of contract including maintenance period. However, HSCL shall
be responsible for discharging the Contractual responsibilities as agreed between
HSCL and the Owner for the above stated project.
4) All labour, materials, manpower plant and machinery whatever required for
execution of the said contract will be arranged by MBECL and the works will be
carried out diligently true to the specification and to the entire satisfaction of the
HSCL.
5) It is hereby agreed between the two parties that the Earnest Money deposit shall
be arranged by MBECL out of its own limits and costs, and the same shall be
submitted to the Owner in the name of HSCL.
6) However, the Performance Bank Guarantee (PBG) will be arranged by HSCL
out of its own limits and costs, and the same shall be submitted to the Owner in the
name of HSCL. MBECL shall not be submitting any PBG to HSCL.
7) Advance Bank Guarantee (ABG) cum Security Deposit Bank Guarantee
(SDBG) shall be provided by MBECL to HSCL, out of his own limits and his costs
only if MBECL intends to take advance from HSCL. The ABG cum SDBG shall be
equivalent to the amount of advance received by MBECL from HSCL and shall be
valid till the complete adjustment of the advance amount so availed by MBECL.
The ABG cum SDBG shall be reduced at regular intervals based on the quantum of
the adjusted advance amount.
8) All pre-tender expenses shall be borne by the respective Parties.
9) MBECL will indemnify and keep indemnified HSCL from any third party
liability arising due to activity relating to work by MBECL or any dispute between
MBECL and suppliers, labours, employees, operators or any damages imposed by
the Owner or other offices, in connection with performance of this contract.
MBECL will also indemnify HSCL of all liabilities. All payments towards taxes,
Royalty, penalties, liquidated damages; demand or claim will be borne by MBECL.
10) All Royalty, GST, Octroi, Labour licenses, etc., or any other statutory taxes
levied by Central and/or State Government and/or local self-Government during the
execution of the contract or after completion of the work will be arranged and borne
by MBECL only.
11) MBECL will plan and complete the project in such a way so that, the HSCL
levies no liquidated damages under the contract and if the HSCL levies any
Liquidated damages, the same will be borne by MBECL only. No liabilities on
account of contractual default, penalties, whether accepted or in dispute shall be
passed to HSCL and shall be borne entirely by MBECL.
12) MBECL shall pay to HSCL royalty fees on awarded contract value @ 2% (Two
point Zero percent) (which shall include TDS).
The following mechanism shall be adopted for disbursing the royalty fee :
a. Within seven (7) days from the award of the “Project” by the Owner to
HSCL, 1 (one) Escrow Accounts shall be opened jointly by MBECL and
HSCL for receiving all the payments (including retention amount) from the
Owner. The same shall be operated by the authorised personnel, one from
MBECL and one from HSCL, wherein the entire net proceeds received from
the Owner shall be credited. This Account shall be titled as MBECL-HSCL
Escrow Account.
b. 2% (inclusive of TDS) of all proceeds received in the MBECL-HSCL Escrow
Account from the Owner shall be automatically transferred to a nominated
account of HSCL and 98% shall be automatically transferred to the
nominated account of MBECL.
 However the accounts shall be reconciled monthly and surplus amount if any gets
credited to HSCL account to be paid by HSCL to MBECL’S nominated
account. The MBECL-HSCL Escrow Account has to be kept valid till the
entire contract is closed.
c. It is further agreed that MBECL shall guarantee that HSCL finally shall
receive 2% of the total contract value (inclusive of TDS) as awarded. In the
event in any case if the total amount transferred through above shall fall short
of 2% of total of the original awarded contract inclusive of TDS), MBECL
shall pay the balance amount to HSCL before the Final Bill.
13) MBECL will employ at his cost requisite team of experienced engineers and
surveyors under a very senior experienced project manager, who will act as
authorised representative on behalf of MBECL and will carry out day to day
instructions, and implement the instructions, make correspondence with HSCL,
prepare the RA Bills, receive the payments.
14) HSCL shall deploy their project management team and shall carry out all
correspondences with the Owner. The same shall be carried out by HSCL at its own
cost. Copy of all such correspondences with the Owner shall be provided to
MBECL.
15) Any other terms for which no provision exists in this agreement shall be
mutually settled between the parties.
16) Any dispute arising out of or in connection with this Agreement between
MBECL and HSCL will be sorted out amicably first through mutual discussions.
17) In the event that the dis-agreement, disputes persists, it will be referred to a sole
arbitrator who shall be appointed by mutual consent of both the parties. The
Arbitration will be conducted as per Arbitration and Conciliation Act 1996, with
upto date amendment and enactment. Place of Arbitration shall be Kolkata. Work
will not, however, be stopped during the Arbitral proceeding and will be kept in full
force.
 18) This MOU shall become effective as from its date of execution by the
authorized representatives of the Parties, and shall be terminated upon occurrence of
any of the following events:
a. The Parties decide not to submit the Tender in case no unanimous agreement
can be reached on the Tender or.
b. The Owner cancels the tender for the Project; or
c. On the award of the Project to any third party other than HSCL or final
rejection of the bid of HSCL by the Owner; or
d. If a Detail “Project Specific Sub-Contract Agreement” is executed by the parties
after the award of the project to HSCL; or
e. Winding up, bankruptcy, dissolution or insolvency of either of the Parties; or
f. Due to occurrence of prolonged Force Majeure
g. The parties mutually agree to terminate the MOU with a prior notice to the other
parties.
19) Both the parties shall treat this Agreement as confidential.
20) The legal jurisdiction for the disputes arising out of the contract will be
exclusively the Courts of Kolkata only. No other Courts will have jurisdiction over
the Courts of Kolkata.

IN WITNESS WHEREOF the parties hereto have set their respective hands and seals the
day, the month and year first above-mentioned.

For Mcnally Bharat Engineering Company For Hindustan Steelworks Construction

Limited Limited
…………………… ………………………

……………………… ………………………..

Witness-1 Witness-1