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the ex mine prices for a grade and b grade barytes ore

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					 THE EX-MINE PRICES FOR A GRADE AND B GRADE BARYTES ORE
                      OF APMDC SINCE 1991-92
________________________________________________________________________
Year       A Grade     % of increase compared B-Grade   % of increase
           Price       to the previous price  Price     compared to the
           (Rs/MT)                            (Rs/MT)   previous price
1991-92      212.70*               --           143.00          --
1992-93     306.00*            43.86           143.00          --
1993-94     306.00*             --             168.50        17.83
1994-95     421.30*            27.36           200.00        18.69
1995-96     468.00*            11.08           296.00        48.00
1996-97     550.00*            17.52           296.00          --
1997-98     771.23*            48.31           405.00        36.82
1998-99      820.00            6.22            430.00         6.17
1999-2000    640.00             --             430.00          --
2000-2001    640.00             ---            408.00          --
2001-2002    690.00            7.81            408.00          --
2002-2003    763.30            10.62           453.20        11.08
2003-2004    763.30             --             453.20          --
2004-2005    763.30             --             453.20          --
2005-2006   1055.00            38.22           789.00        74.10
2006-2007   1108.00            5.00            829.00         5.00
2007-2008   1164.00            5.00            871.00         5.00
2008-2009   1944.00                           1490.00
*     Prices from 1989-90 to 1996-97 were inclusive of Royalty payable to
      Government.
                            AGREEMENT
This agreement entered into on this 8th day of August 2008 between the
Andhra Pradesh Mineral Development Corporation Limited, a Company
incorporated under Companies Act 1956 and having its Registered Office
at “KHANIJADHARA” Pancom Business Centre, 2nd Floor, 8-3-945,
Ameerpet, Hyderabad – 500 073 represented by its Vice Chairman & Mg.
Director Sri V D Rajagopal (Tel: 040-23733153, 23733154, Fax: 040-
23733152, email: apmdc@rediffmail.com, apmdcltd@yahoo.com ) referred
to as the “Corporation” which expression shall unless repugnant to the
subject or context mean and include its successors, assigns and
representatives etc., on one part, and

M/s Ashapura Minechem Ltd, a Company incorporated under
Companies Act 1956 and having its Registered Office at Jeevan Udyog
Building, 3rd Floor, 278, D N Road, Fort, Mumbai – 400 001, Tel: (022)
66651700 Fax: (022) 22079395, 22074452 email: ashapura@vsnl.com
represented by Shri. Ananda Rao Diwate, Works Manager S/o. D.
Ramaswamy aged about 39 years, who is authorised to sign this
contract hereinafter called “Buyer” which expression shall mean include
their successors, assigns and representatives etc., on the other part,


Whereas the Corporation invited sealed tenders under tender No. M&S-
65/BAR-LT/08, dt. 21.06.2008 for sale of 5 lakh tonnes of A grade
Barytes Ore per annum with minimum 4.25 SG on average, loose, on Ex-
Mangampeta Barytes mine basis for a period of three years for export
purpose/captive consumption for Oil well drilling in India and the Buyer
submitted his offer dt. 07.07.08 for a quantity of 2,00,000 MTs per
annum at Rs. 1,944 per MT. The Corporation accepted the Buyers Offer
and agreed to supply 2,00,000 MTs A grade Barytes Ore per annum with
minimum 4.25 sp.gr on average, loose on ex-Mangampeta Barytes mine
basis for a period of 3 years under the above tender vide its letter No.
M&S-65/BAR-LT/08/1486, dt.30.07.2008 and the Buyer agreed to
purchase 2,00,000 MTs A grade Barytes Ore per annum as per the terms
and conditions below:

NOW IT IS MUTUALLY AGREED AND DECLARED BY AND BETWEEN
PARTIES HERETO AS FOLLOWS:

1.    PURPOSE:

i.    The Buyer agrees to buy A grade Barytes Ore and the Corporation
      agrees to supply A grade Barytes Ore produced from its mines in
      Mangampeta village in Kadapa District (AP) under this contract for
      export from India/captive consumption for Oil well drilling in
      India and not for any other consumption/use in India. The Buyer
      further undertakes that the ore purchased from the Corporation
      will be exported by them/use for captive consumption for oil well
      drilling in India and shall not sell the material to any individual or
      company in India.

ii.   The Barytes Ore offered for supplies by the Corporation to the
      Buyer under this contract is meant for servicing the export
      contracts or orders with the foreign buyers/or for captive
      consumption in oil well drilling in India. The Buyer however shall
      sign an MOU with the Corporation for each export order or export
      contract furnishing the Corporation a copy of such export
      order/contract.

2.    PERIOD OF THE CONTRACT:
       This contract will be in force for a period of three (3) years from the
       date of this contract.

3.     COMMODITY:

       Indian Barytes Ore A Grade.

4.     QUANTITY:
i.     2,00,000 MTs (Two lakh tonnes only) per annum subject to prior
       commitments, availability of stocks, production and also ore
       requirements of the Corporation for supplies of Barytes powder as
       well as for supplies to Barium chemicals manufacturing
       units/local Pulverising industries. The Corporation reserved 40%
       of the production from the mine for supplies to Barium chemical
       industries/local Pulverising industries.

ii.    The Corporation reserves the right to sell the surplus quantities in
       any month as deemed fit. The decision of the Corporation is final
       and binding on the Buyer.

iii.   The Corporation reserves the right to sell the available Barytes Ore
       with sp.gr. 4.28 and above as chemical grade separately only after
       blending requirements for supplies under this contract are met.

iv.    The Buyer agrees to buy a minimum of 16,667 MTs of A Grade
       Barytes Ore per month.

v.     In the event the Corporation fails to supply:
          The backlog will be carried forward in the succeeding month(s)
          within the contract period or extended period, if any, under
          Force Majeure clause.

          The Corporation has no obligation to supply the backlog, if any,
          at the expiration of the contract period or extended period, if
          any, under Force Majeure clause.

vi.    The Buyer shall not without express consent of the Corporation,
       purchase Barytes Ore with 4.20 and above specific gravity or
       OCMA/API specifications during the tenure of the contract from
       any other source in India other than the Corporation until the
       Buyer purchases the agreed quantities as per this contract from
       the Corporation and unless the Corporation is not in a position to
       meet the requirements of the Buyer as per the contract.
5.     QUALITY:

i.     Barytes ore supplied by the Corporation shall be with minimum
       4.25 sp.gr. and below 4.28 sp.gr. on average in lots each of 2000
       MTs to 5,000 MTs or monthly drawal quantity. The Corporation
       shall blend various grades of Barytes ore not less than 4.20 sp.gr.
       to achieve weighted average sp.gr. of 4.25 as above.


ii.    Explanation of supplies of ore on weighted average basis:

       The Corporation stacks Barytes Ore of various grades produced in
       the mine at the stockyards separately. The quality of each stack is
       determined by random sampling manually at the stockyard by
       qualified personnel of the Corporation. While the material is
       issued/delivered to the Buyer, the Corporation despatches various
       grades in a proportion so that the entire lot of Barytes Ore
       delivered to the Buyer in a month will have the agreed specific
       gravity on weighted average basis.

6.     SIZE:

i.     The minimum size of the ore would be 25 mm and maximum
       would be 203 mm with 10% tolerance on either side.

ii.    The Corporation at its discretion may ask the Buyer to make
       arrangements for sizing of the ore in which case the Corporation
       will reimburse sizing charges at Rs. 18.50/MT (Rupees Eighteen
       and paise fifty per tonne only) during the period of the contract on
       dispatch quantities on certification by the Mangampeta Barytes
       Project Office of the Corporation. The sized material shall be lifted
       by the Buyer within 2 (two) days.

iii.   Any increase in sizing charges of the Barytes Ore shall be borne by
       the Buyer only.

7.     DETERMINATION OF QUALITY:

i.     The quality as determined by the Corporation in its laboratory is
       final for all intents and purposes. The Buyer has the option to be
       present while drawing the samples from the lots and also during
       the analysis of samples in the Corporation’s laboratory at
       Mangampet. The Buyer, if required, is also at liberty to inspect
       and analyse the material before despatch by himself or by his
       authorised representative.
ii.    If the buyer at any time is dis-satisfied with the methodology of
       sampling and analysis done by the corporation, he may advise the
       Corporation to offer the cargo in stacks of 2000 to 5000 MTs for
       stack sampling and analysis by an Inspection agency, who is on
       the panel of Export Inspection Council. Such stack sampling and
       analysis done by the Inspection agency of the Buyer at their cost if
       found satisfactory by the Corporation, the Corporation may agree
       to such results. Otherwise the Corporation has the option to get
       the stack sampling and analysis done by an independent
       inspection agency nominated by the Corporation and the same will
       be final and binding on the Buyer. Such sampling and analysis
       charges shall be borne by the Buyer.

8.     DETERMINATION OF WEIGHT:

       The weight as recorded on the lorry weighbridge of the Corporation
       at Mangampet (v) in Kadapa District of Andhra Pradesh will be
       final for all intents and purposes and binding on the Buyer.

9.     PRICE:

i.     Rs. 1,944 per MT (Rupees One thousand nine hundred and forty
       four only) loose on ex-Mangampeta mine/plot on the basis of 4.25
       sp.gr. on average exclusive of the royalty payable by the Buyer at
       actuals. The present royalty rate is 5.50% of the sale price
       advalorem.

ii.    The sale price is exclusive of Royalty and other statutory levies like
       Cess, taxes etc which shall be borne by the Buyer at actuals and
       also Rs. 10/MT (Rupees ten only per tonne) towards infrastructure
       development of local areas. In the event of imposition of fresh
       levies, duties, taxes etc. or modification/ revision thereof by the
       State Government/Central Government from time to time, the
       same shall be borne by the Buyer at actuals as and when made
       effective by the respective authorities.

iii.   The sale price is negotiable in the event of official Rupee
       devaluation, if any, announced by the Government of India/RBI.

iv.    The sale price of Rs. 1,944 per MT as above is valid for supplies for
       a period of one year.

v.     The Buyer agrees to increase the sale price by 5% over the 1st year
       price for supplies in 2nd year period of the contract and agrees to
      increase the sale price by 5% over the 2nd year price for supplies
      during the 3rd year period of the contract.
v.    The Buyer agrees to pay sale price with an increase of 5% over the
      3rd year price during the extended period under Force Majeure
      clause.

10.   PREMIUM ON THE QUALITY:

      The Buyer shall pay Rs. 21/MT (Rupees Twenty one per tonne only)
      per each 0.01 unit increase in specific gravity over and above 4.25
      and below 4.28 on average basis as per clause 5 above, fractions
      pro-rata. In case the Buyer is willing to purchase below 4.25 SG
      and upto 4.20, the Corporation would reduce the price by Rs. 10/
      MT (Rupees ten only per tonne) per each 0.01 unit decrease in SG,
      fractions pro rata.

11.   PAYMENT:

      The Buyer is required to pay 100% value of the cargo and Sales
      Tax amount in advance for monthly drawal quantities or in lots of
      5,000/10,000 MTs. The Sales Tax amount remitted by the Buyer
      will be refunded soon after proper documents as in clause 13.ii
      below are received by the Corporation to seek Sales Tax exemption.
      Royalty and Cess as per the prevailing rates as imposed from time
      to time by the Department of Mines & Geology shall be payable.
      Beside Rs. 10/MT for infrastructure development of local areas
      which will be spent exclusively for local area development by the
      Corporation shall be paid at Mangampeta Barytes Project.

12.   DELIVERY:

i.    The Corporation will supply the material in accordance with clause
      4.iv above on Ex-Mangampeta Barytes mine/stockyard basis.
      Cargo will be delivered round the clock on all working days.
      Deliveries on Sundays and holidays of Mangampeta Barytes Project
      will not be permitted. Relaxation of the delivery time and deliveries
      on holidays will be considered in emergency situations only at the
      discretion of the Corporation.

ii.   The Corporation shall obtain royalty permits at the earliest
      possible on receipt of the advance payments from the Buyer. All
      other    documents      connecting  with   transportation  and
      arrangements for transportation will be made by the Buyer
      himself.

13.   SALES TAX:
i.     The sale price is exclusive of sale tax.

ii.    As per clause 1, the Barytes Ore supplies by the Corporation to the
       Buyer is for servicing the export contracts of the Buyer with the
       Overseas Buyers for export from India. Hence, no sale tax is
       chargeable on the quantities exported by the Buyer. However the
       Buyer must furnish copies of the export order(s) or contract(s) with
       foreign buyer, H form declaration supported by a copy of the Bill of
       Lading evidencing the shipment within 45 days from the date of
       the shipment. The Buyer shall obtain and submit Bill of Lading
       exclusively for the quantities supplied by the Corporation. If in
       case Sales Tax is still levied the Buyer shall pay the same to the
       Corporation within seven (7) days from the date of receipt of notice
       issued by the Corporation summoning for such payment of Sales
       Tax in the form of a crossed Demand Draft.

iii.   In respect of supply of Barytes ore for captive consumption in oil
       well drilling in India, the Sales Tax is payable at actuals and as
       applicable.

14.    DISCLAIMER U/S 80 HHC OF IT ACT:

i.     At present no benefits are extended under the IT Act.

ii.    In case such benefits are available in future, the Buyer shall
       compensate the same to the extent of Ex-mine sale value.

15.    FAILURE TO SUPPLY ON ACCOUNT OF UNAVOIDABLE CAUSES:

       In the event the Corporation fails to supply A grade Barytes Ore for
       unavoidable causes, including the executive action, interference of
       State/Central Government, the Corporation shall not be liable for
       any loss/damages to the Buyer.

16.    MINING WORK TO BE UNDERTAKEN:

       The Buyers at their option in order of preference from H1 to H4
       may undertake the work of excavation and removal of Overburden
       and Barytes ROM in its Barytes mine, if required by the
       Corporation, at the prevailing rates, terms and conditions, period
       etc. of the mining contract to the extent of quantities to be
       supplied/delivered under the supply agreements. In such an event
       they should be able to deploy the required machinery and
       equipment within 15 days from the date of acceptance of the offer
       by the Buyer. In such case they have to follow all terms and
        conditions of the excavation contract including payment of
        Performance Security Deposit etc.

17.     FAILURE AND TERMINATION:

i.      Time and purchase shall be the essence of the contract. If the
        buyer fails to purchase and lift the material as per the mutually
        agreed delivery schedule or at any time repudiates the contract
        before expiry of such period, the Corporation without prejudice to
        any other right or remedy available to it reserves the right:

a       In the event where the performance in any six months period of the
        contract (i.e., either 1st or 2nd half of the contract year) is below
        60% of the target, the Corporation shall have the right to terminate
        the contract and forfeit performance security deposit amount
        (including invocation PBG) to the extent of non-performance by
        serving 15 days notice.

b.      In the event where the Performance is 60% and below 90% of the
        target in any contract year, the Corporation shall have the right to
        levy penalty at the rate of 5% of the sale price for the entire
        balance quantity of such contract year.

c.      In the event where performance is 90% and above of the target in
        any contract year, the Corporation shall not levy any penalty and
        is considered as satisfactory performance.

d.      Notwithstanding the above, the Corporation will be at liberty to
        recover losses incurred by the Corporation on disposal of the
        stocks at the risk and cost of the Buyer.

ii.     In case the Buyer does not adhere to the monthly delivery schedule
        incorporated in the contract, his claim over the backlog quantities
        is subject to availability of material/stock.


18.     PERFORMANCE SECURITY DEPOSIT CUM PERFORMANCE
        BANK GUARANTEE:

i. a.   The Buyer submitted a Performance Security Deposit (PSD)
        amounting to Rs.3,88,80,000/-(Rupees Three crores eighty eight
        lakhs and eighty thousands only) in the form of Bank Guarantee
        No. 28/35 GTEC No. 01501PEBG080040, dt. 04.08.2008 valid
        upto 22.02.2012 issued by Bank of India, Mumbai Overseas
        Branch, 70/80 M. G. Road, Mezzanine Floor, Fort, Mumbai – 400
        001. The Corporation shall have the fullest liberty to exercise its
       right to enforce the said Performance Bank Guarantee (PBG) for
       the purpose of this contract and binding on the Buyer.

b.     The PSD cum PBG shall not bear any interest. Any bank charges
       or commission on account of furnishing the PBG shall be borne by
       the Buyer only.

c.     The PSD cum PBG as above will be returned to the Buyer by the
       Corporation within 7 months from the date of expiry of the
       contract, on furnishing of an “unconditional no claim certificate by
       the Buyer” and “no dues certificate” issued by the General
       Manager, Mangampeta Barytes Project of the Corporation.

ii.    The Corporation reserves, the right to forfeit or adjust the amount
       recoverable as penalty against the PSD cum PBG including
       invocation of PBG in accordance with failure and termination
       clause (17) above. The decision of the Corporation is binding on
       the Buyer.

iii.   The Corporation also reserves the right to adjust any       sum of
       Money due and payable by the Buyer to the Corporation       against
       PSD-cum-PBG in case the Corporation is unable to recover    the due
       amount from the Buyer. The decision of the Corporation is   binding
       on the Buyer.

19.    TITLE AND RISK:

       The title with regard to cargo shall pass on to the Buyer when the
       Corporation received payment and risk shall pass on to the Buyer
       when the cargo is delivered by the Corporation to the Buyer on ex-
       mine/stockyard basis.

20.    ASSIGNMENT AND SUBLETTING:

       The assignment and subletting of the contract is not generally
       permissible except with the written consent of the Corporation.
       The Corporation would consider assignment or subletting between
       successful bidders of the Corporation under the tender No. M&S-
       65/ BAR-LT/08, dt. 21.06.2008 from H1 to H4.

21.    FORCE MAJEURE:

       In the event of either party being rendered physically unable by
       force majeure to perform any obligation required to be performed
       by them under the contract, the relative obligation of the party
      affected by such force majeure shall be suspended for the period
      during which such causes actually lasts.

      The term “FORCE MAJEURE” shall mean acts of God, war, Civil
      riots/movements, fire directly affecting contract, flood, mine
      inundation, earthquakes, hurricane, lockouts, strike, Civil war,
      compliance with any statute or regulation of the Government.




      Upon the occurrence of such causes, the party alleging that it has
      been rendered unable as aforesaid thereby shall notify the other
      party in writing the beginning of the cause amounting to Force
      Majeure as also the ending of the said causes by giving notice to
      the other party within a week of the beginning and ending of the
      cause respectively.

      Time for performance of the relative obligation suspended by Force
      Majeure shall then stand extended by the period for which such
      cause lasts after completion of 3 year contract Period.

      The Buyer agrees to pay sale price with an increase of 5% over the
      3rd year price during the extended period under Force Majeure
      clause.


22.   This Agreement is subject to result of the following Writ Petitions
      filed in Hon’ble High Court of Andhra Pradesh Hyderabad, by the
      parties mentioned against each W.P.

            W.P. No.                Petitioner

      1.    14774/2008        M/s   IBC Ltd, Chennai
      2.    14734/2008        M/s   Trimex Industries Ltd, Chennai
      3.    14911/2008        M/s   Gimpex Ltd, Chennai
      4.    14912/2008        M/s   Stone & Slates Pvt Ltd, Chennai


23.   RESOLUTION OF THE DISPUTES:
     All the questions, disputes, differences arising under, out of or in
     connection with the contract shall be subject to exclusive
     jurisdiction of the Civil Court within the local limits of Hyderabad,
     Andhra Pradesh where this contract is entered into.




In witness whereof Sri V.D. Ragagopal and Sri Ananda Rao Diwate have
setforth their hands on the day and year as mentioned above in duplicate
and retained one signed copy each in their possession.



                              FOR THE ANDHRA PRADESH MINERAL
                                 DEVELOPMENT CORPORATION LIMITED



                                            (V D RAJAGOPAL)
                                            VC & Mg. Director


                                    for M/s Ashapura Minechem Ltd



                                           (Ananda Rao Diwate)
                                              Works Manager

Witnesses:

1.

2.

				
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