For Appointment of Consultants for Implementation of Goods ...€¦ · Appointment of Consultants...

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REQUEST FOR PROPOSAL (RFP)

For Appointment of Consultants for Implementation of Goods and Services Tax (GST) and Compliance

thereof in DENA BANK

RFP Reference No. DB/ACCTS/ 01/2017-18

Dated: 1st April, 2017

DENA BANK,

Accounts Department, HEAD OFFICE,

17 B, Dena Bank Building, Second Floor,

Horniman Circle, Fort

MUMBAI – 400023

www.denabank.com

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Contents Disclaimer ……………………………………………………………………………………………3

1.Bid Details ....................................................................................................................... 4

2. Overview ......................................................................................................................... 5

3. Purpose .......................................................................................................................... 5

4. Invitation ........................................................................................................................ 6

5. Definitions ...................................................................................................................... 6

6. Eligibility Criteria ............................................................................................................ 7

7. Terms of reference: ......................................................................................................... 8

8. Earnest Money Deposit (EMD)/ Application Money ......................................................... 8

9. Clarification and amendment of RFP documents............................................................. 9

10. Bidding Document ........................................................................................................ 9

11. Validity period of the Proposal/Bid ............................................................................. 10

12. Preparation of proposal/Bid: ....................................................................................... 10

13. Submission, receipt and opening of proposal .............................................................. 12

14. Proposal evaluation..................................................................................................... 13

16. Contract Finalization .................................................................................................. 14

17.Confidentiality Agreement/Undertaking ....................................................................... 14

18.Indemnification: ........................................................................................................... 15

19.Termination of Agreement ............................................................................................ 15

20.Miscellaneous Terms & Conditions .............................................................................. 16

Annexure A to Annexure H ...................................................................................... 18 to 47

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DISCLAIMER

The information contained in this Request for Proposal Document (RFP

Document /Bid Document) or information provided subsequently to bidder(s)

or applicants whether verbally or in documentary form by or on behalf of

Dena Bank, is provided to the bidder(s) on the terms and conditions set out

in this RFP Document and all other terms and conditions subject to which

information is provided.

This RFP Document is not an agreement and is not an offer or invitation by Dena Bank to any parties other than the applicants who are qualified to submit the bids ("Bidders").

The purpose of this RFP document is to provide the Bidder(s) with

information to assist the formulation of their proposals. This RFP document does not claim to contain all the information each bidder may require. Each bidder should conduct its own independent investigation and analysis and is

free to check the accuracy, reliability and completeness of the information in this RFP document and where necessary obtain independent information.

Dena Bank makes no representations or warranty and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or

completeness of this RFP Document. Dena Bank may in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the information in this RFP Document.

Dena Bank reserves the right to reject any or all the bids / proposals

received in response to this RFP document at any stage without assigning

any reason whatsoever. The decision of Dena Bank in this regard shall be

final, conclusive and binding on all the parties.

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1. BID DETAILS

1 Date & time of commencement of bidding process (i.e. Posting of tender document on website Date: 01.04.2017 Time: 3.00 p.m.

2 Last date & time for receipt of written queries for clarification from bidders Date: 08.04.2017 Time: 5.00 p.m.

3 Date & time for issuing clarifications to queries by the bank Date: 15.04.2017 Time: 5.00 p.m.

4 Last date & time for submission of bidding documents including

technical and financial bid Date: 22.04.2017 Time: 2.00 p.m.

5 Date & time of opening of the technical bids Date: 22.04.2017 Time: 3.30 p.m.

6 Place of opening of technical bids Dena Bank , Accounts Department, 17 B, Horniman Circle, Fort Mumbai

Representatives of bidders may be present during opening of the technical bid. However, technical bids would be opened even in the absence of any or all of the bidder‟s Representatives.

7 The eligible bidders, who would qualify as per the eligibility criteria in annexure-A would be informed by the bank through e-mail. Subsequently, these eligible bidders would be invited for presentation to be made before the appointed internal committee. The technical proposals including presentation shall be evaluated based on parameters given in annexure-G and the bidder securing minimum 70% as per the scoring given in the annexure-G shall be considered as qualified for opening of financial bid which shall be opened subsequently.

8 Address for communication (bank)

1.Name: Mr. Pankaj Mittal

2. Designation: D G M, Accounts Deptt., 3. Address: Dena Bank Building, Accounts Department, 2nd floor,

17/B, Horniman Circle, Fort, Mumbai-400023,

4. Contact no: 022-22632536, 022-22618345,

Fax 022-22664200, 5. Email: [email protected]

9 Earnest Money Deposit (EMD) Rs.1, 00,000/-(Rupees one lakh only) in the form of Demand Draft in favour of 'Dena Bank' payable at Mumbai. EMD should be enclosed with technical bid.

10 Application Money(NON-REFUNDABLE)

Application Money should be enclosed with technical

bid

Rs.10, 000/-(Rs Ten Thousand only) in the form of Demand Draft in favour of 'Dena Bank' payable at Mumbai or through RTGS/ NEFT to following A/c Account Name DB ST payment

A/C No 000111001009

IFSC Code BKDN0CIRCLE .

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2. Overview

Dena Bank is a nationalized bank with a network of 1865+ branches

spread across India. The Bank offers wide range of products and

services to both corporate and retail customers. The bank also has a

network of 1538 ATMs and 88 E-Smart Lobbies. The bank also

provides services to its customers through alternative channels such

as internet banking, debit cards, mobile banking, etc.

To expand its reach further, the bank is also forging ahead with

cutting edge technologies and innovative new banking models.

3. Purpose

Pursuant to 122nd constitutional amendment for implementation of

Goods and Service tax (GST), the Government has proposed to

implement Goods and Service tax (GST) with effect from 01.07.2017.

GST will replace Central Excise duty, Service tax, States Sales Tax or

VAT, Entry Tax, Luxury Tax, Entertainment Tax (except to the extent

levied by local bodies). GST is a landmark robust reform for Indian

economy reducing the cascading effect of tax on the cost of goods and

services. There will be complete overhaul in current indirect tax system

namely Tax Structure, Tax Incidence, Tax Computation, Tax Payment,

Reporting etc. It will have impact on all the aspects of the business

operations for instance, pricing of products and services accounting,

change in invoice formats, payment system and tax compliance

systems.

Now, Dena Bank with its 1865+ branches and other administrative

offices (International Division, Currency chest and Zonal offices and

Any offices in Foreign Countries) in India has to comply with all the

regulations and requirements under GST law.

Towards this end the Bank proposes to engage professional

consultants for seamless implementation of GST within the timelines

indicated by GOI by placing all the changes required (both

documentary as well as technical requirements) to make the Bank fully

complied with the GST Laws and regulations effectively.

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4. Invitation

In this connection, Dena Bank invites Proposals from consultants of

repute and proven track record for implementation of GST as per the

terms of reference given in Annexure-E.

The bidders/applicants desirous of taking up the project are invited to

submit their proposal in response to this RFP. The criteria and the

actual process of evaluation of the response to the RFP and

subsequent selection of the Successful Bidder (SB) will be entirely at

bank‟s discretion. The bidders / applicants should have necessary

experience, capability and expertise to perform, as per the scope of

work and to adhere to the bank‟s requirements/terms and conditions

outlined in the RFP.

5. Definitions

a) “DENA BANK” means a bank constituted under the Banking

Acquisition and Transfer of undertakings act, 1970, which has invited

the bids for consultancy services, and with which the selected bidder

signs the contract for the services to be rendered and to whom the

selected bidder shall provide services as per the terms and conditions

and terms of reference of the contract.

b) “Bidder/Applicant/Consultant” means the entity or firm who is

submitting its proposal for providing services to Dena Bank.

c) “Partner” means a professional sharing profit in a Chartered

Accountancy firm/LLP as defined under Partnership Act and/or

Limited Liability Partnership Act.

d) “Personnel/Professional” means full time staff with minimum

qualification of Chartered Accountant on the payroll of the bidder.

e) “Proposal/Bid” means the technical proposal and the

commercial/financial proposal.

f) “RFP” means this “Request for Proposal” prepared by Dena Bank for

the selection of consultants.

g) “Assignment/Job” means the work to be performed by the consultant

pursuant to the contract.

h) “Terms of Reference (TOR)” means the document included in the RFP

which explains the scope of work, activities, tasks to be performed, etc.

i) “Contract” means the contract signed by the parties and all the

attached documents and appendices.

j) “Day” means calendar day.

k) “Parties”- “Party or Parties” means Dena Bank or Bidder/ selected

Bidder/Consultant or both as the case may be.

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6. Eligibility Criteria

6.1. Applicant must read carefully the eligibility criteria provided in

Annexure-A. Proposals of only those applicants who satisfy these conditions

will be considered for evaluation process. To be eligible for evaluation of its

proposal, the Applicant shall fulfil the eligibility criteria given in Annexure-A.

6.2. The Eligibility Criteria will apply to the Bidder firm. The firm should

have neither failed to perform on any agreement during the last three years,

as evidenced by imposition of a penalty by an arbitral or a judicial

pronouncement or arbitration awarded against the applicant nor been

expelled from any project or agreement nor had any agreement terminated

for breach by such applicant

Self-declaration /undertaking to this effect should be enclosed to the

proposal.

For all disputes under this Agreement the parties hereto shall first endeavor

to settle such disputes by friendly consultation, failing which the same shall be referred to arbitration. The provisions of the Arbitration and Conciliation

Act, 1996 or any statutory modification thereof shall apply. The arbitration shall be held in Mumbai. The Arbitration Award shall be final and binding on both the parties. Each party shall bear its own costs and expenses.

6.3. Conflict of Interest

6.3.1. Dena Bank requires that the selected consultants provide

professional, objective and impartial advice, and at all times hold Dena

Bank‟s interests paramount, strictly avoid conflicts with other

assignment(s)/job(s) or their own corporate interests, and act without any

expectation/consideration for award of any future assignment(s) from Dena

Bank.

6.3.2. Without limitation on the generality of the foregoing, the selected

consultants, shall be considered to have a conflict of interest(and shall not

be engaged under any of the circumstances) as set forth below:

a) Conflicting assignment/job: The consultant (including its personnel)

or any of its affiliates and member firms shall not be hired for any

assignment/job that, by its nature, may be in conflict with another

assignment/job of consultancy to be executed for the same and/or for

another employer.

b) Conflicting relationships: The consultant (including its personnel)

having a business or family relationship with a member of Dena

Bank‟s staff who is directly involved in any part of (i) the preparation

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of the terms of reference of the assignment/job, (ii) the selection

process for such assignment/job, or (iii) supervision of the contract,

may not be awarded a contract, unless the conflict stemming from

such a relationship has been resolved in a manner acceptable to Dena

Bank throughout the selection process and the execution of the

contract.

6.4. Employees of Dena Bank shall not work as, for or to be a part of the firm

of selected consultants.

7. Terms of reference:

As given in Annexure-E.

Tenure of the assignment:

This assignment is expected to be completed on filing of the required returns upto FY 2018-19

The term may be extended, solely at the discretion of Dena Bank, only on

satisfactory review for such period as may be decided by the Dena Bank.

Any extension of the completion date due to unforeseen delay will be by

mutual consent. In case DENA Bank desires to seek further support in

implementation or wants to extend the scope of this project, beyond the

above scope, it may at its discretion, extend the duration of the project at

similar commercial terms (or on such commercial terms mutually agreed

between the Bank and the consultant). If the consultant fails to complete the

above scope of work of this assignment as per the time frame prescribed in

the RFP and extension if any allowed, it will be treated as a breach of

contract. The bank reserves the right to cancel the order in the event of

delay.

Consultant must provide professional, objective and impartial advice at all

times and hold the Bank‟s interest paramount, without any consideration for

future work, and strictly avoid conflicts with other assignments or their own

corporate interests.

8. Earnest Money Deposit (EMD)/ Application Money

I. The bidder shall submit the EMD of Rs.1, 00,000/-(Rupees One lakhs

only) and the Application Money (Non Refundable) of Rs.10, 000/-(Rupees

Ten Thousand Only) by way of Demand Drafts favoring „Dena Bank‟ payable

at Mumbai. EMD may be forfeited in the event of withdrawal of bid during

the period of processing of RFP or in case the selected bidder fails to sign the

contract.

ii. EMD /Application Money Demand Drafts should be kept in the envelope

containing the Technical Proposal as per Annexure-B. Any Technical

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Proposal envelope not accompanied by the requisite EMD/Application Money

shall be treated as non-responsive and is liable to be rejected.

iii. The EMD of the unsuccessful bidders will be returned within 15 days,

after completion of process of selection of the consultant. The EMD of the

selected Consultant shall be refunded only after successful completion of

contract.

iv. No interest is payable on the amount of EMD.

v. If EMD is forfeited for any reason, the concerned bidder will be debarred

from further participation in future three RFPs floated by the bank.

9. Clarification and amendment of RFP documents

9.1. The bidder may request for a clarification on any clause of the RFP

documents latest by 5.00 PM on April 8th, 2017. Any request for clarification

must be sent by email to [email protected]. Dena Bank will

respond by email. The response of the bank will be published on Dena

Bank‟s website without identifying the source of the query. Should Dena

Bank deem it necessary to amend the RFP as a result of a clarification, it

shall do so in accordance with the procedure stated under paragraph 9.2

below.

9.2. At any time prior to the deadline for submission of proposal, Dena Bank

may modify the bidding document by amendment. Any clarification issued

by Dena Bank will be in the form of an addendum/corrigendum and will be

available in Dena Bank‟s Website-www.denabank.com.

The amendment will be binding on all bidders. Dena Bank, at its discretion

may extend the deadline for submission of bids in order to allow prospective

bidders a reasonable time to take the amendment into account. Interested

applicants are advised to frequently visit the websites for updating

themselves about changes, if any, made in the RFP before the bid

submission date.

10. Bidding Document

10.1. Detailed description of the objectives, scope of services, Deliverables

and other requirements relating to this Consultancy are specified in

Annexure-E of this RFP. Interested applicants eligible as per Annexure-A

may participate in the selection process by submitting the bids as expected

in this document.

10.2. Applicants are advised that the selection of Consultant shall be on the

basis of an evaluation/Selection Process specified in this RFP in Para 14.

Applicants shall be deemed to have understood and agreed that no

mailto:[email protected]

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explanation or justification for any aspect of the selection process will be

given and that the Bank‟s decisions are without any right of appeal

whatsoever.

10.3. No Bidder/Applicant shall submit more than one Application for

Consultancy.

10.4. The Bidder/Applicant shall be responsible for all costs associated with

the preparation of their Proposals and their participation in the Selection

Process including subsequent negotiation, visits to the bank etc. The bank

will not be responsible or in any way liable for such costs, regardless of the

conduct or outcome of the Selection Process.

11. Validity period of the Proposal/Bid

The Proposal shall remain valid “for 90 days after the last date for

submission of proposal”.

12. Preparation of proposal/Bid:

12.1. A Bidder, who fulfils the eligibility criteria specified in Annexure-A,

should send his proposal (both Technical Proposal and Commercial Proposal)

as per manner set out below -to the Dy. General Manager, Dena Bank,

Accounts Department, 2nd Floor, 17/B, Horniman Circle, Fort, Mumbai-

400023- so as, to reach him by 02.00 PM on April 22nd, 2017.Technical

evaluation will be done only of the eligible bidders.

12.2 The name of assignment/job shall be „Consultancy for Implementation of Goods and Services Tax (GST) and Compliance thereof‟. Detailed scope of

the Assignment/Job has been described in the Terms of Reference as per Annexure-E.

12.3. The proposal shall be in two parts, viz. Technical Proposal and

Commercial Proposal. Both the Technical and Commercial proposals shall be

submitted in separate sealed envelopes superscribing “TECHNICAL

PROPOSAL FOR APPOINTMENT OF GST CONSULTANT: RFP Reference No.

DB/ACCTS/01/2017-18 dated: 1st April 2017”on top of the envelope

containing technical bid and “COMMERCIAL PROPOSAL FOR

APPOINTMENT OF GST CONSULTANT: RFP Reference No. DB/ACCTS/01

/2017-18 dated 1st April 2017”on top of the envelope containing financial

bid.

12.4. These two separate sealed envelopes should be put together in a

master envelope duly sealed and superscribing “PROPOSAL FOR

APPOINTMENT OF GST CONSULTANT: RFP Reference No. DB/ACCTS/01

/2017-18 dated 1st April ‟2017”.

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12.5. The Technical Proposal is required to be submitted in the format as per

Annexure-B together with Annexures-B1 to B6 and other supporting

documents. The demand drafts for EMD of Rs. 1,00,000/- and

Application Money of Rs. 10,000/- should also be kept in the envelope

containing the technical proposal.

The Technical Proposal should include the details of the overall approach for

implementation of Goods & Service Tax in Dena Bank as mentioned in

Section 3 and 7 of this RFP. The approach should have a clear layout of the

conceptual design and the implementation stages till final compliance of GST

by the Bank. The technical proposal should also include details of the team,

its composition and key executives, authorized signatory(s) proposed in

various stages of the project.

The integrity Pact as per Annexure –H should be duly filled and signed in a stamped paper with a value of Rs. 200/- to be submitted along with Technical bid.

12.6. The eligible bidders, who would qualify as per the eligibility criteria in

Annexure A would be informed by the Bank through e-mail. Subsequently,

these eligible bidders would be invited for presentation to the appointed

internal committee.

12.7. The technical proposals shall be evaluated based on parameters given

in Annexure-G including presentation and the firms securing 70% or more

as per the scoring given in Annexure-G shall be considered as qualified for

opening of financial bid which shall be opened subsequently.

12.8. In preparing their technical proposal, bidders are expected to examine

in detail the documents comprising the RFP. Material deficiencies in

providing the information requested may result in rejection of a technical

proposal.

12.9. The technical proposal shall not include any Commercial proposal. A

technical proposal containing Commercial proposal shall be declared invalid

and rejected

12.10. The commercial proposal should be submitted as per Annexure C

along with Annexure C-1 & C-2. Bidder should clearly indicate the total cost

of the Consultancy in both figures and words, in Indian Rupees, and signed

by the Applicant‟s Authorised Representative. In the event of any difference

between figures and words, the amount indicated in words shall prevail. In

the event of a difference between the arithmetic total and the total shown in

the Commercial Proposal, the lower of the two shall prevail.

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12.11. The fee quoted shall state the fee for Assignment and applicable

taxes (applicable taxes will be paid as per the tax rate prevailing at the time

of actual payment). No out of pocket expenses shall be borne by the Bank.

Financial Bid should be all inclusive. The Commercial proposal shall not

include any conditions attached to it. Any such conditional Commercial

proposal shall be liable for rejection. Payment will be made after deducting

tax deductible at source as per applicable tax laws.

12.12. The selected consultant will be associated with the Bank till the

completion of assignments as given in the Terms of reference in Annexure

E. The payments terms are as given in the Annexure F.

12.13. The RFP and Proposal will be the basis of contract to be signed with

the selected bidder. The contract shall be finalised within 60 days from the

date of issuance of the final selection letter.

12.14. Dena Bank is not bound to accept any proposal, and reserves the

right to annul the selection process without assigning any reason(s), at any

time prior to signing of contract, without incurring any liability towards the

bidder.

12.15 The cost of bidding and submission of bid documents is entirely the

responsibility of bidders, regardless of the conduct or outcome of the tendering process.

13. Submission, receipt and opening of proposal

13.1. The original proposal, both technical and commercial proposals, shall

contain no interlineations or overwriting.

13.2. An authorised representative / signatory of the bidder shall initial all

pages of the original technical and commercial proposals. The proposals

should include a copy of board resolution or power of attorney showing that

the signatory has been duly authorized to sign the bid document. The signed

Technical and Commercial proposals shall be marked “original”.

13.3. Both the Technical and Commercial proposals shall be submitted in

separate sealed envelopes superscribing “TECHNICAL PROPSAL FOR

APPOINTMENT OF GST CONSULTANT RFP Reference No. DB/ACCTS/01

/2017-18 Dated: 1st April ,2017”on top of the envelope containing technical

bid and “COMMERCIAL PROPOSAL FOR APPOINTMENT OF GST

CONSULTANT: RFP Reference No DB/ACCTS/01/2017-18 Dated: 1st

April,2017”on top of the envelope containing Financial Bid.

13.4. These two separate sealed envelopes should be put together in the

sealed master envelope superscribing “PROPOSAL FOR APPOINTMENT OF

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GST CONSULTANT: RFP Reference No. DB/ACCTS/01 /2017-18 Dated: 1st

April,2017”and should be addressed to:

“ Dy General Manager (Accounts), Dena Bank, Accounts Department, 17/B,

Horniman Circle, Fort, Mumbai-400023.”

13.5. Dena Bank shall not be responsible for postal delay, misplacement, loss

or premature opening if the outer envelope is not sealed and/or marked as

stipulated. This circumstance may be a cause for proposal rejection.

13.6. The sealed master envelope containing the technical proposals and commercial proposals should be submitted at the address given in paragraph 13.4 not later than 2.00 p.m. on 22-04-2017. Any proposal

received by Dena Bank after the deadline for submission shall not be accepted.

13.7. The sealed master envelope containing the technical and commercial proposals shall be opened on 22-04-2017 at 03:30 P.M. The sealed envelope of technical proposal shall be opened while the commercial proposal shall be

kept in the sealed envelope for opening at a later date. Representatives of Bidders may be present during opening of the Technical proposals. However, Technical Proposals would be opened even in the absence of any or all of the

bidders‟ representatives.

14. Proposal evaluation

14.1. From the time the proposals are opened to the time the contract is

awarded, the bidders should not contact Dena Bank, unless called for. The

bidders should also not contact any of the officers/employees or

representatives of the bank on any matter related to its technical proposal

and/or Commercial proposal with a view to influencing Dena Bank in the

examination, evaluation, ranking of proposals, and recommendation for

award of contract. Such an effort shall result in the rejection of the bidders‟

proposals. Canvassing in any form would lead to disqualification of the

proposal.

14.2. The eligible bidders, who would qualify as per the eligibility criteria in

Annexure A would be informed by the Bank through e-mail. Subsequently,

these eligible bidders would be invited for presentation to the appointed

internal committee.

14.3. The technical proposals including presentation shall be evaluated based

on parameters given in Annexure G and the bidder securing minimum 70%

as per the scoring given in Annexure G shall be considered as qualified for

opening of financial proposals.

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14.4. The sealed envelope containing the commercial proposals will be

opened subsequently for the technically qualified bidders. The final selection

will be made as per the scoring sheet - Annexure D.

14.5. In case of a discrepancy between amount in words and figures, the

former will prevail.

14.6. Dena Bank reserves the right

i. To accept or reject any or all the proposals and

ii. To engage a consultant for the entire Assignment/ Job only for one

or more segments of the project.

16. Contract Finalization

16.1. Dena Bank and the selected bidder shall finalise the terms of contract

to be executed as per the prescribed terms of the Bank. Dena Bank shall

have the right not to enter into the contract with the consultant if the

consultant is unable to provide the professional staff assured in the

technical proposal. In such an eventuality, Dena Bank reserves the right to

reject the proposal and restart the entire process.

16.2. Dena Bank will not consider substitution of professional staff before

signing the contract and during the tenure of the assignment unless both

parties agree that undue delay in the selection of professional staff makes

such substitution unavoidable, or for reasons such as death or medical

incapacity, or if the professional staff has left the organization. Any

proposed substitute shall have equivalent or better qualifications and

experience and complete details be submitted by the consultant within the

15 days of such event.

17. Confidentiality Agreement/Undertaking

As the selected consultant will have access to the data of the Bank, the Bank

will require the consultant to sign a confidentiality agreement/undertaking

for not disclosing or part with any information relating to the Bank and its

data to any person or persons or authorities, without written consent of the

Bank. Breach of the same will result in cancellation of the agreement apart

from other remedies which shall be available to the Bank against the

consultant.

The Consultant selected for the assignment should treat as confidential all

data and information about the Bank obtained in the execution of the

proposed assignment, hold it in strict confidence and should not reveal such

data / information to any other party without the prior written approval of

the Bank.

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The consultant selected shall allow the Tax Authorities/Reserve Bank of India and any other Statutory / Regulatory body or person/s authorized by it

to access its records of transactions, and other necessary information given to, stored or processed by them in context with assignment of Dena Bank,

within a reasonable time and shall recognize the Tax Authorities/ Reserve Bank of India and /or any other Regulatory Authority/ Governmental Agency having necessary jurisdiction to cause inspection to be made in this

connection of the relevant records. The consultant selected shall agree and confirm that they will disclose,

forthwith, instances of security breaches. The consultant selected shall agree that they will preserve the documents and data in accordance with the

legal/regulatory obligation of the Bank in this regard.

The consultant selected shall ensure its employees, representatives etc., shall not use the name, trademark and / logo of the Bank in any sales or

marketing publication or advertisement or in any other manner, nor any of the personnel engaged by the consultant for the purpose of the services

whether owner, director, partner, employee, subagent, representative, shall have employee and employer relationship with the Bank.

18. Indemnification:

The selected consultant shall at their own expenses, indemnify the Bank

against any copyright violation, any loss on claims due to loss of data

/damage to data of the Bank arising as a consequence of breach of any

clause in terms and conditions of the Agreement.

Both Parties shall keep the other Party indemnified, saved and held harmless, from the costs and consequences of an act of omission /commission resulting in breach of any provisions of the Agreement to be

entered between both the parties, including any legal costs and expenses that the aggrieved Party may incur in protecting and/or defending itself. The liability of either party to the other shall be limited to the extent of amount

due and payable under this Agreement.

19. Termination of Agreement

A suitable clause for termination by giving notice will be incorporated in the

final agreement. The agreement with the selected consultant may be

cancelled at the Bank‟s discretion on account of following or without

assigning any reason:

a. On refusal to take up the allotted Assignment; b. If the firm stands dissolved /reconstituted under the name/style of

the firm is changed; c. On not abiding by the terms and conditions stipulated in the

agreement; d. If the performance of the Consultant is not found satisfactory (viewed

as such by the Bank‟s Appropriate Authority); e. Any other reason at the discretion of the Bank.

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20. Miscellaneous Terms & Conditions 20.1 Until a formal contract is prepared and executed, this offer together

with Bank‟s written acceptance and notification of award shall constitute a

binding contract with the bidder.

20.2. Dena Bank is not responsible for non-receipt of bids within the specified date and time due to any reason including postal delays or holidays. 20.3. The Bank also reserves the right to alter/ modify any/ some/ all of the requirements, as it may deem necessary, and notify the same on its websites http://www.denabank.com before the last date for submission of response under this RFP. The Bidders should be agreeable for the same. 20.4. Bids not conforming to the requirements of the RFP may not be considered by Dena Bank. However, Dena Bank reserves the right, at any time, to waive any of the requirements of the RFP, if, in the sole discretion of Dena Bank; the best interests of Dena Bank would be served by such waiver. 20.5. Dena Bank shall have the right to cancel the RFP process at any time

prior to award of contract without thereby incurring any liabilities to the

affected Bidder(s). Reasons for cancellation, as determined by Dena Bank, in

its sole discretion, may include but are not limited to, the following:

I. Services contemplated are no longer required;

II. Scope of work were not adequately or clearly defined due to unforeseen circumstance and/or factors and/or new developments;

III. Proposed fees are unacceptable to the Work;

IV. The Project is not in the best interests of Dena Bank; V. Any other reason.

20.6. The Applicants shall be responsible for all of costs associated with the

preparation of their Proposals and their participation in the Selection Process

including subsequent negotiation, visits to the Bank, etc. The Bank will not

be responsible or in any way liable for such costs, regardless of the conduct

or outcome of the Selection Process.

20.7 Dena Bank reserves the right to verify the validity of bid information

and to reject any bid where the contents appear to be incorrect, inaccurate

or inappropriate at any time during the process of RFP or even after award of

contract.

20.8 All pages of RFP should be stamped and signed by Authorized Signatory

of the Bidder and to be submitted with the bids.

20.9 Bank may choose to take an undertaking from employees of the

consultant to maintain confidentiality of the Bank‟s information/documents

http://www.denabank.com/

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etc. Bank may seek details / confirmation on background verification of

consultant‟s employees, worked/working on Bank‟s project as may have

been undertaken / executed by the consultant. Consultant should be

agreeable for any such undertaking/verification.

20.10 The proposals and related Annexure should be signed by the

authorized representative/s of the Consultant. The executants‟ authority to

represent and bind the Consultation Firm must be confirmed by a written

authority letter issued by the Competent Authority of the Consultant Firm

accompanying the proposal.

20.11 Non transferable Bid : This bid document is not transferable. There will not be any type of outsourcing.

The bidder should also submit an undertaking to the effect that he has not

made any modification in the original copy of RFP and his bid would be liable

for rejection for any violation of the above.

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Annexures

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Annexure A

Eligibility Criteria:

The Bidders/Applicants should fulfil the following eligibility criteria:

Sr. No. Eligibility Criteria* Documents to be submitted

(i) The Applicant should be registered

with ICAI and practicing

continuously in India for the last 15

years as on 31-03-2016

Certified copy of Registration

certificate with Institute of

Chartered Accountant of India

(ii) The firm should not have been

banned/ declared ineligible for

corrupt and fraudulent practices by

the Govt. of India/ State

Governments/ RBI / ICAI and

should not have any disciplinary

proceedings pending against the

applicant firm or any partners with

ICAI/RBI.

Self Declaration

(iii) Firm should have minimum 10

Chartered Accountants with at least

5 of them associated in the capacity

of partners with at least 2

DISA/CISA qualified partners/ staff

on its payroll. All qualifying partner

and qualifying employee must be

associated with the firm as on

31.12.2016 and continuously

thereafter.

Constitution certificate of

ICAI/Self certification with the

CAs and their positions in Firm.

(iv) Firms should have conducted

Statutory Central Audit of minimum

2 Commercial Banks during last 15

years (Financial year beginning from

1st April 2001 onwards).

Certificate from the concerned

Banks

(v) The firm should have positive net

worth during each of the last 3 years

and should have an average

turnover of Rs 1.00 cr in last three

years and minimum net profit of Rs.

10 Lacs from Indian Operations in

every financial year for the last three

financial years ended 31.03.2016 (ie.

FY 2015-16, 2014-15 and 2013-14)

Audited Financial Statements

for the last Three Years

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Sr. No. Eligibility Criteria* Documents to be submitted

(vi) The Applicant should have been in

regular service tax consultancy of at

least five Banks incorporated in

India (other than RRBs and co-

operative banks) for at least 10 years

as on 31-03-2016. The Bank should

have centralized service tax

registration and minimum balance

sheet size of Rs 50,000 cr

Certificate from the Concerned

Banks to This effect

(viii) The Bidder should be actively

associated in the activity related to

development of software for Service

Tax/ Income Tax framework either

on its own through its associates/

other software companies.

Certificate from concerned

software consultancy firms/

Banks/ FIs/ Other commercial

organization where such

activities have been undertaken

by the bidder

(ix) Bidder Should not any conflict of

interest with the Bank .

Self –Declaration

Note:-

Documentary evidence needs to be submitted by the bidder for each of the eligibility criteria.

Self-declaration needs to be signed by authorized signatory(s).

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Annexure B

TECHNICAL PROPOSAL

Letter of Proposal

(On Applicant‟s letter head)

The Dy General Manager (Accounts) Dena Bank, Dena Bank Building, 2nd Floor

Accounts Department, 17/B, Horniman Circle, Fort, Mumbai-400023

Appointment of Consultant for implementation of Goods and Services Tax(GST) and Compliance thereof

Dear Sir,

With reference to your RFP Reference No- DB/ACCTS/01/2017-18 Dated 1st April

‟2017, having examined all relevant documents and understood their contents, I,

hereby, submit our Technical Proposal for selection as Consultant for

Implementation of Goods and Services Tax(GST) and Compliance thereof . The

proposal is unconditional and unqualified.

1. We agree to keep this offer valid for 90 (Ninety) days from the last Date of

submitting the proposal specified in the RFP.

2. We agree to undertake the project, if allotted by you, as per the scope of work

(Terms of reference).

3. We agree and undertake to abide by all the terms and conditions of the RFP

Document. We submit this Proposal under and in accordance with the terms

of the RFP Document.

Yours faithfully,

(Signature, name and designation of the authorised signatory)

Date:

Place:

List of Document Enclosed:

1. Annexure (B-1 to B-6 )

2. EMD - DD Particulars

3. Application Fees – DD Particulars

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Annexure B -1

Particulars to be furnished for the purpose of appointment of consultant

1. Name of the Bidder Firm

2. Date of Incorporation of Bidder Firm

3. Complete Address of Bidder Firm

4. Name and Contact details and E-mail id of the

nodal person

5. Particulars of the Authorized Signatory

a) Name

b) Designation

c) Contact Number

d) Email ID

6. Persons proposed to be assigned for the

consultancy services and their profiles

7. Name, address and account number of the Bidder‟s

Banker

8. PAN of the Bidder Firm

9. Service Tax registration number of the Bidder

Company/Firm

10. Office Address of Mumbai along with date of

establishment of office in Mumbai ( if any)

(Please provide

Supporting documents)

12. Total Number of Partners of the Bidder Firm

(As per Annexure B – 5)

13. List of full time professional staff of the Bidder firm (As per Annexure B – 6)

14. Presence in how many towns / cities in India –

Please furnish names of cities /centers

15. Any other Information considered relevant by the

bidder.


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Annexure B - 2

Particulars in respect of engagement in Service Tax Consultancy in

Banks / Financial Institutions in India during last Ten years as on

31.12.2016

S.

No.

Name of

Bank /

Financial

Institution

Balance sheet

size of the

Bank /

Financial

Institution

during the

period of

contract

(Rs. In Cr)

Brief

Details of

scope of

work

Name of

Person in- charge

from client side

with

contact no and

e mail id

Period

From To


Note: Client Certificate / Contract with Client in support of the

information above should be submitted

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Annexure B - 3

Financial Performance of the Bidder

Financial

Year

Net worth of

the Firm#

Annual Revenue of the firm

from Indian Operations

(Rs. In lacs)#

Net Profit from Indian

Operations

(Rs. in lacs)#

2013-14

2014-15

2015-16

Supporting Documents such as IT Returns/ Financial Statements of the

Bidder Firm may be enclosed

# The data will be considered for evaluation subject to satisfactory verification of the

same by the Bank.

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Annexure B-4

Details of Partners of the Bidder Firm

S. No. Name of the Partner Membership

No. of Partner

with ICAI

(Signature, name & designation of the authorised signatory)

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Annexure B-5

Details of full time professional staff of the Bidder Firm S. No. Name of the Professional Staff Membership

No. of Partner

with ICAI

(Signature, name & designation of the authorised signatory)

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Annexure B-6

Profile of Persons who will form the team for the proposed assignment

1. Name of the Person :

2. Office Address :

3. E-mail ID :

4. Phone Number – Office :

- Mobile :

5. Date since working in the Firm :

6. Professional Qualifications :

7. Present Designation :

8. Experience :

SI No. Details of Indirect Tax Consultancy services undertaken in India

Period

From To

1

2

3

4

Please use this annexure for giving details of all the proposed team

members, for each of the key members of the team please use separate

format.

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Annexure - C

COMMERCIAL PROPOSAL

Covering Letter

(On Applicant‟s letter head)

The Dy General Manager (Accounts)

Dena Bank, Dena Bank Building, Accounts Department,2nd Floor,

17/B, Horniman Circle, Fort, Mumbai- 400023 .

Dear Sir,

Subject: Appointment of Consultant for implementation of Goods and

Services Tax(GST) and Compliance thereof.

With reference to your RFP- Reference No. DB/ACCTS/01/2017-18 Date 1st

April 2017.

We submit herewith the Commercial Proposal for selection as Consultant for

above.

I/We agree that this offer shall remain valid for a period of 90 days from the

last of submission of Proposal or such further period as may be mutually

agreed upon.

Yours sincerely

(Signature, name & designation

of the authorised signatory)

Date:

Place:

List of Document Enclosed:

1. Annexure C-1 & C-2

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Annexure C-1

Financial Bid

COMMERCIAL BID

(To be included in Commercial Proposal Envelope)

Date:..........................

Sir,

Request for Proposal for Appointment of Consultants for

implementation of Goods and Service Tax (GST) in Dena Bank

RFP-Reference Number DB/ACCTS/01/2017-18 dated 01.04.2017

In terms of the above-mentioned RFP document we submit herewith

the commercial bid (fees) for the assignment proposed by the Bank as

Consultant.

Consultancy Fees Including out of Pocket expense(Rs.)*

In figures

In words

*exclusive of Service Tax (However any other applicable tax to be

indicated separately in the quotes)

TERMS AND CONDITIONS :

1) The above quoted fee is for the entire assignment. 2) We undertake to deliver all the deliverables as envisaged in the

proposal/agreement. 3) Bank will deduct tax (TDS) while releasing payment, if applicable as per the

law. 4) The fee quoted is inclusive of all the out of pocket expenses including

Travelling and halting expenses, if any required for completion of the job. No reimbursements for such expenses shall be claimed separately from the Bank.

Dated this ....... day of ............................ 2017

________________ ______________________

(Signature) (in the capacity of)

Duly authorized to sign Proposal for and on behalf of

________________

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Annexure C-2

(Undertaking from the bidder on their Firm’s/Company’s letter head)

We (and our employees) shall not, unless Bank gives permission in writing, disclose any part or whole of this RFP document, of the proposal, and / or

contract, or any specification, pattern, sample or information furnished by the Bank (including the users), in connection therewith to any person

other than a person employed by the bidder in the performance of the proposal and/or contract. Disclosure to any such employed person shall be made in confidence and shall extend only as far as may be necessary

for purposes of such performance. The employees engaged by us will maintain strict confidentiality.

We (and our employees and agents) shall not without prior written consent from the Bank make use of any document or information given by the

user, except for purposes of performing the contract award. We shall ensure the compliance of the guidelines of Central Vigilance

Commission for the purpose of selection and employment of Consultants. In case of breach, the Bank shall take such legal action as deemed fit.

Signature & seal of authorized person

Date:

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Annexure: D

Parameter for selection of consultant

Sr.No Parameters Maximum

Marks

(Weight age)

1 Technical Parameter &

Presentation

80

2 Financial Bid 20

For example:

Three consultants namely A, B and C participated in the bid process

and their technical score are as under:

A=53, B=64,C= 57

After converting them into percentile, we get

A= (53/64)*100 = 82.81

B= (64/64)*100= 100

C= (57/64)*100= 89.06

The quoted prices for consultants are as under:

A= Rs. 7000, B=Rs. 9000, C=Rs11000

The final cost (lower cost quoted in price bid, in this case it Rs 7000) quoted by

the bidders converted into percentile score shall be as under:

A = (7000/7000)*100 = 100

B= (7000/9000)*100 = 77.77

C= (7000/11000)*100 = 63.63

As the weighage for technical parameter and cost are 80% and 20%

respectively, the final scores shall be calculated as under:

A= (82.81*0.8) + (100*0.2) = 86.24

B= (100*0.8) + (77.77*0.2) = 95.55

C= (89.06*0.8) + (63.6*0.2) = 83.96

Hence, the offer of ‘B’ (being highest scorer) would be considered.

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Annexure E

Terms of Reference

The objective of this assignment is to work with the Bank in implementation of

Goods and Services Tax (GST) as well as effective administration, monitoring and

providing support and required changes to the IT Department of the

bank/Software developers for the bank thereof so as to make the Bank as fully

GST compliant.

1.1 Scope of the Assignment:

1. Study the existing system, policies and procedures on indirect tax

structure of the Bank and submit report about impact on pricing and

margin etc.

2. Perform proper and full GAP analysis.

3. Review, analyse GST implications, identifying potential risks and make

changes in operating structure and business transactions under Indirect

Tax Structure and other KYC norms and all other documents required &

record maintained.

4. Develop suitable Management Information Systems (MIS) requirements for

full compliance with GST/IGST/SGST/UGST laws/rules/notifications.

5. Coordination with the software developers/vendors to ensure that the

software developed is in full compliance with GST/IGST/SGST

laws/rules/notifications and takes the existing data from CBS and

provides the data in the format required to be uploaded in the GSTN with

required validations.

6. Should ensure only very minimum changes in the CBS system. The

consultant should work and coordinate with the software vendor selected

to modify and customize the proposed application software package so

that Bank will comply with full GST compliance.

7. Validation of Software developed by the Bank/ the vendor to suit the

requirement of the bank for GST/IGST/SGST/UGST compliance.

8. Working with Taxation section and guiding concerned sections and wings.

9. Study all the functional departments with respect to compliance under

GST/IGST/SGST and provide the necessary changes required in the

contracts/documents etc of the respective departments including

notification to be issued to the clients / vendors / contactors / customers

/ B2B/B2C customers.

10. Designing and working with Bank in identification of transaction and the valuation of such transaction which attract GST/IGST/SGST even without

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consideration such as inter-branch transactions, Centralised function of

the Bank at HO, Centralised processing units, Clearing etc.

11. Setting the proper system for accounting of such valuation between branches and taking up of input credit on the same by the respective

branches. 12. Provide input in terms of required technological changes for capturing

required data for the purpose of compliance.

13. Advise and provide the required system to the top management for compliance under anti profiteering measures proposed under

GST/IGST/SGST.

14. Assist on transitional provisions.

15. Provide/guide/advise/review and filing of GST returns/audit requirements.

16. Providing need based training to the concerned staff at all levels including

Head office Departments, Zonal Offices and Branches and other

functionaries identified by the Bank.

17. Provide inputs for modification of user manuals to the satisfaction of the

Bank and assist in preparation of relevant Policies.

18. Assist the Bank in filing of all returns state wise, payment of the Taxes, Availment of the input credits and filing annual Returns Bank upto FY

2018-19. The Consultant shall be required to closely monitor and provide all the required inputs to Bank to this effect.

19. Provide Opinions/comment/clarification on queries raised by the

Branches/Offices.

20. Validation of monthly payment of GST/IGST/SGST and claim of input credit and filing of periodical returns etc.

21. Assistance in Audits upto FY 2018-19.

21. Work with the Bank and formulate suitable system on valuation and

taxability on various income streams such as interest charges,

commissions and all other type of services with respect to

GST/SGST/IGST.

22. Work with the Bank and formulate suitable system on valuation and

taxability of import and export of services; availment of Input tax credit of various input services utilized /goods purchased by the Bank;

23. Work with the Bank and formulate suitable system on valuation and taxability of Forex transactions/interbank transaction/actionable claims/

securities and derivative transactions/ Exchange of Foreign currencies and such other transaction required/dealt with under proposed

GST/IGST/SGST laws.

24. Work with the Bank and formulate suitable system in respect of accounting

of GST/SGST/IGST/ Output and input credit including reconciliation of

the same

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25. Guidance and review of various circulars and other notifications to the

circles/branches in respect of GST/IGST/SGST and related matters;

26. To provide any other advice to the Bank on any other GST/IGST/SGST

related issues sought by the Bank.

27. To advise the Bank in amendment of existing software or development of

new functionality or software, if required, to comply with GST and all

relevant Rules and Provisions with respect to GST including but not limited

to Place of Supply of Service Rules, Point of Taxation Rules, Valuation Rules,

etc.;

28. Put in place necessary checks to ensure integrity of data being received at

the centralized platform;

29. Guidance for developing necessary tools for review, monitoring, reporting

and compliance with reports required in GST regime.

30. To continuously review the systems and software for ensuring compliance

with GST requirements.

31. To advise the Bank about accounting system & ledgers to comply with GST

Rules;

32. Advice on the key documents and records to be maintained by the Bank,

with a view to make a transition from the present indirect tax regime to the

GST regime.

34. Reviewing the results of the User Acceptance Testing (UAT) or end user

testing to enable to comment on the degree and extent of integration into the

GST Network (GSTN) i.e the Registration, Payment, Returns and Refunds

processes instituted by the government for the GST administration.

35. Provide/Guide the necessary changes required on account of any

changes/modifications that may be brought in GST Law from time to time

till 31.03.2019 by the Government.

The contract period shall be completion of all phases as per terms of reference-

The above list is inclusive and not exhaustive i.e. Terms of reference shall

include providing professional assistance for all activities required for the

Implementation of GST in Dena Bank.

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Annexure F

Payment terms

The payment terms shall be decided with the successful bidder on mutually

agreed terms to be released in phases. The same shall be broadly decided on

the basis of achievements of various milestones as defined and agreed

between the concerned parties.

1) Time Frames will be mutually decided for overall deliverables with the

consultants considering the GST rollover requirements.

2) Bank and successful bidder will finalize the schedule of payment

matching the deliverables with time frame.

3) Any delay in the delivery will attract penalty of 1% of the payable

amount per week /part of the week.

4) Bank may terminate the services of consultant for non –compliance to

GST requirements, duly attributable to consultant and may recover the

Interest/Penalty from the consultant at sole discretion of the Bank.

5) No charges shall be payable for Travelling, Boarding /Lodging during

currency of the contract.

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Annexure G

The parameters used for technical evaluation:

S.

No

Parameter *

Part I

Max.

mark

s

Marking system

1 Standing of the Firms

Engaged in Service Tax

consultancy during the

minimum last 10 years

as on 31.12.2016, in

Banks/Financial

Institutions with a

minimum Balance Sheet

size of Rs.50, 000 cr

during the period of

contract.

20

Criteria Max Marks

For minimum 10 years of

consultancy services in Banks /

Financial Institution

10

2 marks For each additional completed year of Indirect Tax consultancy in Banks/ FIS

10

Certificate from the concerned Banks to be submitted

for evaluation

2 Adequacy of manpower to

take care of Dena Bank‟s

requirements for

successful migration

20

Criteria Max

Marks

For number of partners and full

time Professional Staff in India as

follows:

Number of Partners Maxim

um

Marks

For first 5 partners 5

For each additional 1

partners ( 1 Mark )

5

Number of

Professionally

Qualified Staff

Maxim

um

Marks

For first 5 CA Staff 2

For each additional 1 CA

(1 mark each)

2

For 2 CISA or DISA

qualified partner

1

20

For number of partners and full

time Professional staff dedicated

for Dena Bank

Criteria Max

Marks

For minimum 2

partner

2

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For minimum 2 CA

professional staff

2

For other support staff

like IT professional to

be engaged with

software development

team

1

i) “Professional Staff” means full-time staff

with minimum qualification of Chartered

Accountant and Other support staff

shall be Post graduates in Information

Technology from recognized

institution‟s/universities on the payroll

of the bidder.

ii) List of Partners and professional staff to

be engaged with Dena Bank, with their

Membership Number to be included in

Annexure B 5.

Constitution certificate from ICAI/ self-declaration

for staff to be deployed be submitted

3 Domain Knowledge and

understanding of Service

Tax /GST in Banking

and/or financial services

organization in India/

Outside India

15

Criteria Max

Marks

Association of Bidder firm with

Banks / FIs and providing them

consultancy in dealing with

their day to day Service Tax

compliances including filing and

contesting appeals before

various appellate authorities

Criteria Max

Mar

ks

For 5 such

association

10

For each additional

such association ( 1

Marks each)

5

15

Certificate from the concerned Banks to be submitted

for evaluation

4

The average revenue of

the bidder of last three

financial years ended on

31.03.2016

5

Criteria Max. Marks

For Annual Revenue Rs. 1 cr 2

Additional 1mark for additional

Revenue of Rs. 50 lacs or more

1

For Annual Profit of Rs.10 lacs 1

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Additional 1 mark for additional

Profit of Rs. 5 lacs or more

1

Audited Financial Statements for last three years to be

submitted

TOTAL - Part I 60

Part II

1 Presentation covering the

proposed implementation

plan

40 Shall be evaluated by the committee identified

for this purpose within the Bank.

TOTAL (Part I + Part II) 100

(*) Firms fulfilling all the eligibility criteria mentioned in Annexure A would only be considered for scoring given above.

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Annexure: H

PRE CONTRACT INTEGRITY PACT TO BE SUBMITTED ALONG WITH TECHNICAL BID IN A STAMPED

PAPER OF Rs. 200/-. [The Technical Bid without this agreement is liable to be rejected]

1. GENERAL

1.1. This pre-bid contract Agreement (herein after called the Integrity Pact) is made

on_____ day of the month 20____ , between, the Dena Bank, a body corporate

constituted under Banking Companies (Acquisition and transfer of undertakings),

Act 1970 having its Head office at Dena Bank, Accounts Department, Dena Bank

Building, 2nd floor, 17- B,Horniman Circle, Fort, Mumbai 400 023,with branches

spread over India and abroad (hereinafter referred to as BUYER which expression

shall include its successors and assigns) acting through Shri________________ ,

(Designation of the officer)representing _________ _________________, of the

BUYER, of the FIRST PART

AND

M/s.________________represented by Shri ____________Chief Executive Officer

/Authorised Signatory (hereinafter called the "BIDDER/SELLER /CONTRACTOR

/SERVICE PROVIDER", which expression shall mean and unless the context

otherwise requires, his successors and permitted assigns), of the SECOND PART

1.2. WHEREAS the BUYER proposes to procure (Name of the Stores/Equiprnent

/ltem) /engage the services and the BIDDER/SELLER/CONTRACTOR/SERVICE

PROVIDER is willing to offer/has offered the stores/services and

WHEREAS the BIDDER/SELLER/CONTRACTOR/SERVICE

PROVIDER is a private company/public company/Government undertaking/

partnership/ LLP/ registered export agency/service provider, duly constituted in

accordance with the relevant law governing its formation/ incorporation

/constitution and the BUYER is a body corporate constituted under Banking

Companies (Acquisition and transfer of undertakings), Act 1970.

1.4. WHERAS the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER has

clearly understood that the signing of this agreement is an essential pre-

requisite for participation in the bidding process in respect of

Stores/Equipment/ltems/Services proposed to be procured by the BUYER

and also understood that this agreement would be effective from the stage of

invitation of bids till the complete execution of the agreement and beyond as

provided in clause 13 and the breach of this agreement detected or found at

any stage of the

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procurement process shall result into rejection of the bid and cancellation of

contract rendering BIDDER /SELLER /CONTRACTOR/SERVICE PROVIDER

liable for damages and replacement costs incurred by the BUYER.

2. NOW, THEREFORE, the BUYER and the BIDDER/SELLER/

CONTRACTOR/SERVICE PROVIDER agree to enter into this pre-contract integrity agreement, hereinafter referred to as Integrity Pact, which shall form part and parcel of RFP as also the contract agreement if contracted with BIDDER, in the event that the BIDDER turns out to be successful bidder, and it is intended through this agreement to avoid all forms of corruption by following a system that is fair, transparent and free from any influence/prejudiced dealings prior to, during and subsequent to the Contract to be entered into with a view to:-

2.1. Enabling the BUYER to obtain the desired

Stores/Equipment/Work/Service/Materials at a competitive price in

conformity with the defined specifications by avoiding the high cost and the

distortionary impact of corruption on public procurement, and

2.2 Enabling BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER/SERVICE PROVIDER to refrain from bribing or indulging in any corrupt practices in order to secure the contract, by providing assurance to them that the BUYER shall not be influenced in any way by the bribery or corrupt practices emanating from or resorted to by their competitors and that all procurements shall be free from any blemish or stain of corruption and the BUYER stays committed to prevent corruption, in any form, by its officials by following transparent procedures. The parties hereto hereby agree to enter into this integrity Pact and agree as follows:

COMMITMENTS OF THE BUYER

The BUYER commits itself to the following:-

3.1. The BUYER represents that all officials of the BUYER, connected

whetherdirectly or indirectly with the procurement process are duty bound

by rules and regulations governing their service terms and conditions not

to demand, take promise for or accept, directly or through intermediaries,

any bribe, consideration, gift, reward, favour or any material or immaterial

benefit or any Other advantage from the BIDDER/SELLER / CONTRACTOR

/SERVICE PROVIDER either for themselves or for any person, organization

or third party related to the contract in exchange for an advantage in the

bidding process, bid evaluation, contracting or implementation process

related to the contract.

3.2. The BUYER will, during the pre-contract stage, treat all

BIDDERS / SELLERS / CONTRACTORS / SERVICE PROVIDERS alike, and

will provide to all BIDDERS / SELLERS / CONTRACTORS /SERVICE

PROVIDERS the same information and will not provide any such

information to any particular BIDDER / SELLER / CONTRACTOR /

SERVICE PROVIDER which could afford an advantage to that particular

BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDER in comparison

to the other BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDERS.

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3.3. The BUYER shall report to the appropriate Government Regulators/Authorities

any attempted or completed breaches of the above commitments as well as

any substantial suspicion of such a breach, as and when the same is

considered necessary to comply with the law in force in this regard.

In case any such preceding misconduct on the part of such official(s) is reported by the BIDDER / SELLER/CONTRACTOR/SERVICE PROVIDER to the BUYER with the full and verifiable facts and the same Is prima facie found to be correct by the BUYER, Necessary disciplinary proceedings, or any other action as deemed fit, including criminal proceedings may be initiated by the BUYER and such a person shall he debarred from further dealings related to the contract process. In such a case, while an enquiry is being conducted by the BUYER, the proceedings under the contract would not be stalled.

4. COMMITMENTS OF BIDDER / SELLER / CONTRACTOR / SERVICE

PROVIDERS The BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDER commits itself to take all measures necessary to prevent corrupt practices, unfair means and illegal activities during any stage of its bid or during any pre-contract or post-contract stage in order to secure the contract or in furtherance to secure it and in particular commit itself to the following:-

4.1. The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER will not offer,

directly or through intermediaries, any bribe, gift, consideration, reward,

favour, any material or immaterial benefit or other advantage, commission,

fees, brokerage or inducement to any official of the BUYER, connected

directly or indirectly with the biding process, or to any person,

organization or third party related to the contract in exchange for any

advantage in the bidding, evaluation, contracting and implementation of the

contract.

4.2. The BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDER further

undertakes that it has not given, offered or promised to give, directly or

indirectly any bribe, gift, consideration, reward, favour, any material or

immaterial benefit or other advantage, commission, fees, brokerage, or

inducement to any official of the BUYER or otherwise for procuring the

Contract or for forbearing to do or for having done any act in relation to the

obtaining or execution of the contract or any other contract with the BUYER

or for showing or forbearing to show favour or disfavour to any person in

relation to the contract or any other contract with the BUYER.

4.3. The BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDER further

confirms and declares to the BUYER that the BIDDER / SELLER /

CONTRACTOR / SERVICE PROVIDER is the original Manufacturer /

Integrator / Authorized government sponsored export entity of the stores /

Authorised Service Provider having necessary authorizations, intellectual

property rights and approvals from the intellectual property right owners of

such materials/services and has not engaged any individual or firm or

company whether Indian or foreign to intercede, facilitate or in any way to

recommend to the BUYER or any of its functionaries, whether officially or

unofficially to the award of the contract to the BIDDER / SELLER /

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CONTRACTOR / SERVICE PROVIDER, nor has any amount been paid,

promised or intended to be paid to any such individual, firm or company in

respect of any such intercession, facilitation or recommendation.

4.4. The BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDER, either while

presenting the bid or during pre-contract negotiations or before signing the

contract, shall disclose any payment he has made, is committed to or intends

to make to officials of the BUYER or their family members, agents, brokers or

any other intermediaries in connection with the contract and the details of

services agreed upon for such payments.

4.5 The BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDER will not

collude with other parties interested in the contract to impair the

transparency, fairness and progress of the bidding process, bid evaluation,

contracting and implementation of the contract

4.6. The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER will not accept

any advantage in exchange for any corrupt practice, unfair means and illegal

activities emanating from other competitors or from anyone else. 4.7. The BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDER shall not

use improperly, for purpose of competition or personal gain,or pass on to others, any information provided by the BUYER as part of the business relationship, regarding plans, technical proposal and business details, including information contained in any electronic data carrier.

The BIDDER/SELLER/CONTRACTOR/SERVICEPROVIDER also undertakes

to exercise due and adequate care lest any such information is divulged.

4.8. The BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDER commits to

refrain from giving any complaint directly or through any other manner

without supporting it with full and verifiable facts.

4.9. The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER shall not instigate

or cause to instigate any third person to commit any of the acts mentioned

above.

5. PREVIOUS TRANSGRESSION

5.1 The BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDER declares that

no previous transgression occurred in the last three years immediately

before signing of this Integrity Pact with any other company in any country in

respect of any corrupt practices envisaged hereunder or with any Public

Sector Bank, Public Sector Enterprise/Undertaking in India or any

Government Department in India that could justify BIDDER's exclusion from

the tender process.

5.2. If the BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDER makes

incorrect statement on this subject, BIDDER/SELLER/

CONTRACTOR/SERVICE PROVIDER can be disqualified from the tender/bid

process or the contract, if already awarded, can be terminated for such

reason.

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6. EARNEST MONEY (SECURITY DEPOSIT)

6.1. Every BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDER while

submitting commercial bid, shall deposit an amount as specified in

RFP/Tender Documents as Earnest Money/Security, Deposit, with the BUYER

through any of the instruments as detailed in the tender documents.

The Earnest Money/Security Deposit shall be valid for a period till the complete

conclusion of the contractual obligations or for such period as mentioned in

RFP/Contract, including warranty period, whichever is later to the complete

satisfaction of BUYER.

In the case of successful BIDDER / SELLER / CONTRACTOR / SERVICE

PROVIDER, a clause would also be incorporated in the Article pertaining to

Performance Bond in the Purchase Contract that the provisions of Sanctions for

violation shall be applicable for forfeiture of Performance Bond in case of a decision

by the BUYER to forfeit the same without assigning any reason for imposing

sanction for violation of this Pact.

6.4. No interest shall be payable by the BUYER to the – BIDDER/SELLER

CONTRACTOR /SERVICE PROVIDER on Earnest Money/Security Deposit for the

period of its currency.

7. SANCTIONS FOR VIOLATIONS

7.1. Any breach of the provisions herein contained by the BIDDER / SELLER / CONTRACTOR/SERVICE PROVIDER or any one employed by it or acting on its behalf (whether with or without the knowledge of the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER shall entitle the BUYER to take all or any one of the following actions, wherever required:-

i) To immediately call off pre contract negotiations without assigning any compensation to the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER. However,the proceedings with the other BIDDER/SELLER/CONTRACTOR /SERVICE PROVIDER(s) would continue.

ii) To forfeit fully or partially the Earnest Money Deposit (in pre-contract stage)

and/or Security Deposit/Performance Bond (after the contract is signed), as

decided by the BUYER and the BUYER shall not be required to assign any

reason therefor. (iii) To immediately cancel the contract, if already signed, without giving any compensation to the iii) To immediately cancel the contract ,if already signed without giving any

compensation to the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER

(iv) To recover all sums already paid by the BUYER, and in case of the India BIDDER/SELLER/ CONTRACTOR/SERVICE PROVIDER with interest thereon at 2% higher than the prevailing Prime Lending rate of ((Name of the Bank/Financial Institution) while in case BIDDER/SELLER/ CONTRACTOR/SERVICE PROVIDER from a country other than India With Interest thereon at 2% higher than the LIBOR. If any outstanding payment is due to the BIDDER /SELLER /CONTRACTOR from the BUYER in connection with any other contract such Outstanding payment could also be utilized to recover the aforesaid sum and interest. The BUYER shall also be entitled to recover the replacement costs From

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BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER .

vi) To recover from Earnest Money Deposit if Furnished by The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER, in order to recover the payments, already made by the BUYER, along with interest.

vii) To cancel all or any other contracts with The BIDDER

/SELLER/CONTRACTOR/SERVICE PROVIDER and the BIDDER/SELLER /CONTRACTOR/SERVICE PROVIDER shall be liable to pay compensation for any loss or damage to the BUYER resulting from such cancellation/rescission and the BUYER shall be entitled to deduct the amount so payable from the money(s) Due to The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER.

(vii) To debar the BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDER

from participating in future of the BUYER for a minimum bidding

processes period of five years, which may be further extended at the

discretion of the BUYER

(viii) To recover all sums paid in violation of this Pact by BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER(s) to any middlemen or agent or broker with a view to securing the contract.

(ix) In cases where irrevocable Letters of Credit have been received in respect of

any contract signed by the BUYER with the BIDDER / SELLER /

CONTRACTOR / SERVICE PROVIDER, the same shall not be opened.

(x) Forfeiture of The Performance Bond in case of a decision by the BUYER to

forfeit the same without assigning any reason for imposing sanction for

violation of this Pact.

(xi) The BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDER shall not

lend to or borrow any money from or enter into any monetary dealings or

transactions, directly or indirectly, with any employee of the BUYER, and if he

does so, the BUYER shall be entitled forthwith to rescind the contract and all

other contracts with the BIDDER/SELLER/CONTRACTOR/SERVICE

PROVIDER. The BIDDER/SELLER/ CONTRACTOR shall be liable to pay

compensation for any loss or damage to the BUYER resulting from such

rescission and the BUYER shall be entitled to deduct the amount so payable

from the money(s) due to The BIDDER /SELLER /CONTRACTOR

/SERVICEPROVIDER.

7.2. The BUYER will be entitled to take all or any of the actions mentioned at para

7.1 (i) to (xi) of this Pact, also in the event of commission by the BIDDER/

SELLER/CONTRACTOR/SERVICE PROVIDER or anyone employed by it or

acting on its behalf (whether with or without the knowledge of the BID0DER),

of an offence as defined In Chapter IX of the Indian Penal code, 1860 or

Prevention of Corruption Act, 1988 or any other statute enacted for prevention

of corruption.

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7.3. The decision of the BUYER to the effect that a breach of the provisions of this pact has been committed by the BIDDER/SELLER/ CONTRACTOR shall be final and conclusive on the BIDDER/SELLER /CONTRACTOR.

However,the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER can approach the Independent Externa Monitor(s) appointed for the purposes of this Pact.

8. FALL CLAUSE

8.1. The BIDDER /SELLER /CONTRACTOR / SERVICE PROVIDER undertakes that it has not supplied/is not supplying similar product/systems or subsystems/services at a price lower than that offered in the present bid to any other Bank or PSU or Government Department or to any other organization/entity whether or not constituted under any law and if it is found at any stage that similar product/systems or sub systems/ services was supplied by the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER to any other Bank or PSU or Government Department or to any other organization/entity whether or not constituted under any law, at a lower price, then that very price, with due allowance for elapsed time, will be applicable to the present case and the difference in the cost would he refunded by the BIDDER/SELLER /CONTRACTOR /SERVICE PROVIDER to the BUYER, if the contract has already been concluded.

9. INDEPENDENT EXTERNAL MONITORS

9.1. The BUYER has appointed two Independent External Monitors (hereinafter

referred to as Monitors) for this Pact in accordance with the recommendations

and guidelines issued by Central Vigilance Commission.

9.2. The task of the Monitors shall be to review independently and objectively,

whether and to what extent the parties comply with the obligations under this

Pact.

9.3. The Monitors shall not be subject to instructions by the representatives of the

parties and perform their functions neutrally and independently. 9.4. Both the parties accept that the Monitors have the right to access all the

documents relating to the project/procurement,including minutes of meetings. The Monitors shall on receipt of any complaint arising out of tendering process jointly examine such complaint, look into the records while conducting the investigation and submit their joint recommendations and views to the Management and Chief Executive of the BUYER. The MONITORS may also send their report directly to the CVO and the commission, in case of suspicion of serious irregularities.

9.5. As soon as any event or incident of violation of this Pact is noticed by Monitors, or Monitors have reason to believe, a violation of this Pact, they will so inform the Management of the BUYER.

9.6 The BIDDER(s) accepts that the Monitors have the right to access without

restriction to all Project /Procurement documentation of the BUYER including that provided by the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER. The BIDDER/SELLER/ CONTRACTOR /SERVICE PROVIDER will also grant the Monitors, upon their request and demonstration of a valid interest, unrestricted and unconditional access to his documentation

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pertaining to the project for which the RFP/Tender is being /has been submitted by BIDDER/SELLER/ CONTRACTOR/SERVICE PROVIDER. The same is applicable to Subcontractors. The Monitors shall be under contractual obligation to treat the information and documents of the BIDDER /Subcontractors( ) with confidentiality.

9.7. The BUYER will provide to the Monitors sufficient information about all

meetings among the parties related to the Project provided such

meetings could have an Impact on the contractual relations between

the parties. The parties may offer to the Monitors the option to

participate in such meetings.

9.8. The Monitors will submit a written report to the BUYER at the

earliest from the date of reference or intimation to him by the

BUYER/BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER and

submit proposals for correcting problematic situations.

10. FACILITATION OF INVESTIGATION

In case of any allegation of violation of any provisions of this Pact or payment of commission, the BUYER or its agencies shall be entitled to

examine all the documents including the Books of Accounts of the BIDDER/SELLER/ CONTRACTOR/SERVICE PROVIDER and the

BIDDER/SELLER / CONTRACTOR / SERVICE PROVIDER shall provide necessary information of the relevant documents and shall extend all possible help for the purpose of such examination.

11. LAW AND PLACE OF JURISDICTION

This Pact is subject to Indian Law and the place of jurisdiction is

Mumbai.

12. OTHER LEGAL ACTIONS The actions stipulated in this Integrity Pact are without prejudice to

any other legal action that may follow in accordance with the

provisions of the any other law in force relating to any civil or criminal

proceedings.

13. VALIDITY

13.1. The validity of this Integrity Pact shall be from the date of its

signing and extend up to 5 years or such longer period as mentioned in RFP/Contract or the complete execution of the contract to the

satisfaction of the BUYER whichever is later. In case BIDDER/SELLER/ CONTRACTOR/SERVICE PROVIDER is unsuccessful, this Integrity Pact shall expire after six months from

the date of the signing of the contract.

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13.2. If one or several provisions of this Pact turn out to be invalid; the

remainder of this Pact shall remain valid. In such case, the parties will

strive to come to an agreement to their original intentions.

14. The parties hereby sign this Integrity Pact at ............ on...................

BUYER Name of the Officer

Designation Name of Wing Dena Bank

BIDDER Chief Executive Officer/ Authorised Signatory

Witness

1) Witness

1)

2)

2)

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