Tender Documents - Internal Audit R3 Final

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INDIANOIL-ADANI GAS PVT. LTD.

A CITY GAS DISTRIBUTION COMPANY

BID DOCUMENT

FOR

APPOINTMENT OF AUDIT FIRM

FOR CONDUCTING INTERNAL AUDIT

LIMITED DOMESTIC COMPETITIVE BIDDING

TENDER DOCUMENT NO.: IOAGPL/AUDIT/LTD/2020-21/021

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1.0. Introduction

1.1 Invitation for online bid offers IndianOil-Adani Gas Private Limited (IOAGPL) invites online tender offers (Commercial bid) from reputed entities for RFP for Appointment of Audit firm for conducting Internal Audit. In this RFP, the term bidder/ prospective bidder refers to the primary bidder participating for delivering services mentioned in the scope of works as detailed later part of RFP.

1.2 About the Company

IndianOil-Adani Gas Pvt. Ltd (IOAGPL), a joint venture of IndianOil Corporation Limited (IOCL) and Adani Gas Limited (AGL) is executing Projects for City Gas Distribution across the country. The Company is having registered office and corporate office at 306-309, 3rd Floor, Salcon Aurum, Plot No -4, Jasola District Centre, New Delhi – 110025. At present the Company is having presence in 19 Geographical Areas (GAs) across the country namely Chandigarh, Allahabad, Ernakulam, Daman, Panipat, South Goa, Bulandshahr, Dhaward , Udham Singh Nagar, Gaya-Nalanda, Sirmaur-Shimla-Panchkula outer, Kozhikode-Wayanad, Mallappuram, Kannur-Kasargod-Mahe, Palakkad-Thrissur, Aligarh-Hathras-Bulandshahr outer, Bhadohi, Kausambi- Allahabad outer, Burdwan and Jaunpur – Ghazipur. Out of the same, presently the Company is operating in 10 GAs. However, major revenue is presently from 6 GAs. The Company has achieved Sales turnover of Rs.311 Crores in FY 2019-20 and the same is expected to grow at Rs.450 Crore during FY 2020-21 and has planned capex of ~Rs.800 crores during the year.

1.3 Information Provided This document contains statements derived from information believed to be reliable at the date obtained but does not purport to provide all the information that may be necessary or desirable to enable an intending contracting party to determine whether or not to enter into a contract or arrangement with the Company in relation to the RFP for Appointment of Audit firm for conducting Internal Audit. Neither the Company nor any of its employees, agents, Bidders, or advisers gives any representation or warranty, express or implied, as to the accuracy or completeness of any information or statement given or made in this document.

1.4 For Respondents Only

The document is intended solely for the information of the party to whom it is issued (“the Recipient” or “the Respondent”).

1.5 Confidentiality

The Invitation document is confidential and is not to be disclosed, reproduced, transmitted, or made available by the Recipient to any other person. The Invitation document is provided to the Recipient on the basis of undertaking of confidentiality given by the Recipient to Company. The Company may update or revise the document or any part of it. The Recipient acknowledges that any such revised or amended document shall be received subject to the same confidentiality undertaking. The Recipient will not disclose or discuss the contents of the document with any officer, employee, consultant, director, agent, or other person associated or affiliated in anyway with Company or any of its customers or suppliers without the prior written consent of the Company.

1.6 RFP disclaimer

This Request for Proposal containing Annexures and subsequent Addenda and Corrigenda (Herein after called as RFP or tender) has been prepared solely for the purpose of enabling the Company to select a Service Provider for RFP for Appointment of Audit firm for conducting Internal Audit as per

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specifications, terms and conditions and scope defined in this RFP.

The bidder will be required to be innovative, capable and would need to extend all their resources and services in order to meet the expectation of the Company towards providing the required services.

This RFP document is not a recommendation, offer or invitation to enter into a contract, agreement or other arrangement in respect of the services as per the scope of this RFP.

1.7 Important Details (Schedule of Events, contact & communication details etc.)

Name of Work: Internal Audit for FY 2020-21

Tender No. IOAGPL/AUDIT/LTD/2020-21/021.

Start Date and Time of sale of Document

30.08.2020, IST 07.00 PM

End Date and Time of sale of Documents

05.09.2020, IST 6.30 PM

Date of 1st Pre-Bid Meeting 31.08.2020, IST 4:30 PM to 5:00 PM

Date of 2nd Pre-Bid Meeting (if required)

Shall be communicated later on

Company Details M/s IndianOil-Adani Gas Pvt. Ltd, 306-309, 3rd Floor, Salcon Aurum Building, Plot No. 04, Jasola Distt Centre, New Delhi-110025 Contact Personnel: Abhishek Chowfin Contact No (1): 011-26944203 Contact No (2): +91-8126010737 Email (1): [email protected] Email (2): [email protected]

Submission E-RFP on e-portal https:// www.etenders.gov.in/

Date and Time E-reverse Auction 08.09.2020, IST 11 A.M. TO 5 P.M.

Any amendment in e-tendering schedule, shall be communicated to bidders on their email address.

1.8 Costs to be borne by bidders

All costs and expenses incurred by Bidders in any way associated with the development, preparation, and submission of their responses to the RFP, including but not limited to attendance at meetings, discussions, presentations, demonstrations, etc. and providing any additional information required by the Company, will be borne entirely and exclusively by the Bidder and the Company shall not liable for any costs and/or expenses in relation to responses to the RFP and/or shall not entertain any requests / representations regarding bearing/sharing of costs and /or expenses.

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1.9 Legal Relationship

No binding legal relationship will exist between any of the Bidders and the Company until execution of a definitive legal agreement.

1.10 Disqualification

Any form of canvassing/lobbying/influence/cartelization, etc. by the Bidder may result in disqualification of such Bidder

1.11 Recipients’ Obligation to Inform Itself

It is the Recipient’s responsibility to conduct all necessary investigation and analysis regarding any information contained in the document and the meaning and impact of that information.

1.12 Evaluations of Offers

Each Recipient acknowledges and accepts that the Company may, in its sole and absolute discretion, apply whatever criteria it deems appropriate in the selection of organizations, not limited to those selection criteria set out in this document. The issuance of document is merely an invitation to offer and must not be construed as any agreement or work order or arrangement nor would it be construed as material for any investigation or review to be carried out by a Recipient. The Recipient unconditionally acknowledges by submitting its response to this document that it has not relied on any idea, information, statement, representation, or warranty given in this document.

1.13 Errors and Omissions

Each Recipient should notify the Company of any error, omission, or discrepancy found in this document. Notification should be made to the address found in proposal related details

1.14 Acceptance of Terms

The purpose of the RFP is to provide necessary information to the potential Bidders, who qualify and intend to submit their response to the RFP. Though the RFP has been prepared with sufficient care and diligence with an endeavor to provide all required information to the potential Bidders, Company acknowledges the fact that the potential Bidders may require more information than what has been provided in the RFP. Accordingly, in such cases, the potential Bidder(s) may seek additional information/clarification required from the Company. The Company reserves the right to provide such additional information/ clarification at its sole discretion. In order to respond to the RFP, if required, and with the prior permission of the Company, each Bidder may conduct their own study and analysis, as may be necessary, at their own cost and expense ensuring they adhere to the timelines mentioned in the RFP. No additional time will be provided to Bidders to undertake any analysis or study.

The Company makes no representation or warranty and shall incur no liability, whatsoever, under any law, statute, rules or regulations on any claim the potential Bidder may make in case of failure to understand the requirement and respond to the RFP.

The Company may, in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the information given in the RFP and specify additional user requirements or cancel the RFP at any time without assigning any reason thereof and without any notice. While due care has been taken in the preparation of this document, The Company will not be held responsible for any inaccuracy in the information provided herein. The recipient of the RFP must apply its judgment, care and conduct its own investigation and analysis regarding any information contained in the RFP document including but not limited to the scope of work, Deliverables and timelines, etc.

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It is the Bidder’s responsibility to: Properly understand and examine the RFP; examine all other information available on reasonable inquiry relevant to the risks, contingencies

and circumstances affecting its response; satisfy itself as to the completeness, correctness and sufficiency of its response;

A recipient will, by responding to the Company’s RFP document, be deemed to have fully read, understood and accepted all the terms as stated in this RFP document.

1.15 Liabilities of the Company This Invitation is not an offer by the Company, but an invitation for Bidder responses. No contractual obligation on behalf of the Company whatsoever shall arise from the invitation process unless and until a formal Service Order is signed and executed by duly authorized officials of the Company and the select bidder.

Willful misrepresentation of any fact within the Bid will lead to the cancellation of the definitive agreement, without prejudice to the other actions that the Company may take. All the submissions, including any accompanying documents, will become the property of IOAGPL.

2. Requirements Summary 2.1 Intent

The Company is issuing this RFP document (hereinafter referred to as “the RFP” which expression shall include all attachments and annexures hereto as well as all amendments, addendums, modifications and alteration hereto) to service providers, (hereinafter referred to as “the Bidder”) to enable them to participate in the competitive bidding for RFP for Appointment of Audit firm for conducting Internal Audit”. The bidder will be required to be innovative, capable and would need to extend all their resources and services in order to meet the expectation of the Company towards the desired Services. The Company at its discretion reserves the right to change the scope of the RFP considering the size and variety of the requirements and the changing business conditions. 2.2 Tenure The appointment of the selected internal audit firm shall be for a period of One year (i.e. FY 2020-21).

3.0. Scope of Work

The Process of Internal Audit should start with the identification of the objectives laid down by the Management, verification of the plan of action, its execution, and critical analysis. Extent of sampling / test checking will be the responsibility of Internal audit firm depending upon the generally accepted audit principles and methodology.

Internal Audit should not be confined only to finance audit, should go beyond vouching, verification, checking the arithmetical accuracy etc. Adequate emphasis would need to be accorded to testing the IT systems & operational risks and controls on which the generation of financial information is

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dependent.

Internal Bidder should review and appraise the adequacy, reliability and effectiveness of Internal Control System. The Internal Bidder should identify the absence of Internal Control System, if any and report the same with suggestions for improvement. The Scope of the Internal Audit is divided into two parts:- Part A – Core Business Process and Support Services; and Part B – Technical Audit.

3.1. Project Scope Description of the envisaged scope is enumerated as under. However, the Company at its discretion reserves the right to change the scope of the RFP considering the size and variety of the requirements and the changing business conditions.

1. Based on the contents of the RFP, the selected Bidder shall be required to independently arrive

at a RFP for Appointment of Audit firm for conducting Internal Audit, which is suitable for the Company, after taking into consideration the efforts estimated for implementation of the same and the resource and the equipment requirements. The Company expressly stipulates the Bidder’s selection under this RFP is on the express understanding that this RFP contains only the principal provisions for the entire assignment and that delivery of the deliverables and the services in connection therewith are only a part of the assignment. The Bidder shall be required to undertake such tasks, render requisite services and make available such resources as may be required for the successful completion of the entire project at no additional cost to the Company.

2. Considering the extensive nature of the assignment and the envisaged relationship with the Bidder, any service, which forms a part of facilities management that is not explicitly mentioned in this RFP as excluded would form part of this RFP, and the Bidder is expected to provide the same at no additional costs to the Company. The Bidder has to envisage all necessary services to be provided and ensure the same is delivered to the Company. The Company will not accept any plea of the Bidder at a later date for omission of critical services on the pretext that the same was not explicitly mentioned in the RFP.

3. The Bidder will be required to fix any vulnerability in the RFP for Appointment of Audit firm for conducting Internal Audit at no additional cost during the entire tenure of the contract. These vulnerabilities can be detected by the Company or external audit conducted by the Company or its Bidders on a periodic basis.

4. The Bidder is required to note the following points:

The Bidder has to size the RFP for Appointment of Audit firm for conducting Internal Audit covering services to ensure availability, scalability, redundancy and performance of the RFP for Appointment of Audit firm for conducting Internal Audit, and to meet technical and functional requirements as per the terms of the RFP within the timeframe prescribed by the Company.

The Bidder is completely responsible for the proposed RFP for Appointment of Audit

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firm for conducting Internal Audit to meet the scope and objectives of the RFP and all addenda & corrigenda issued thereafter. The Company assumes no responsibility for assumptions made by the Bidder. In the event the proposed RFP for Appointment of Audit firm for conducting Internal Audit fails to meet the Service Level Agreement (SLA) (if applicable and stipulated in this RFP) and the scope and objectives of the RFP (and addendums), the Bidder will have to upgrade, modify or replace the RFP for Appointment of Audit firm for conducting Internal Audit at no additional cost to the Company.

The Bidder has to ensure the arithmetical accuracy of the commercial bid. The Company will not be responsible for any errors in the bid submitted by the Bidder.

Any assumptions, changes, deviations other than what is specified and accepted by the Company will not be considered for the purpose of this RFP.

4. Service Levels

Resources Requirement & Expected Deliverables.

Particulars PART - A Internal Audit (FY 2020-21)

Time frame From Oct 2020 to April 2021. Resources Requirements The team to be deployed should have experience of oil

and gas industry with the following number of years’ experience: Audit In-charge – 10 years and above Other Team Members – 2 years and above.

Deliverables Quarterly audit report with all key observations to the Board.

Time limit for submission of deliverables

Within 30 days from end of each quarter. However, the first report covering Apr-Sep 2020 period by 15th December, 2020.

Time limit for submission of audit plan

Within 15 days from the date of commencement of the assignment

Please note that adherence to time limit for submission of the deliverables is critical for the purposes of this assignment, the deviation of which shall be treated as breach of contract.

Out of pocket expenses shall be paid to audit firm for carrying out the assignment not over & above the agreed out of pocket expense.

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5. TENDER DOCUMENT:

1.1 The tender document includes the following:

Volume No. Contents

I TECHNO-COMMERCIAL BID Special Instructions to Bidders Special Conditions of Contract (SCC), Annexures

II PRICE BID Schedule of Rates (SOR)

1.2 The Bidder is expected to examine the tender documents, including all instructions, and specifications in the

tender document. Failure to furnish all the information required by the tender documents or submission of tender not substantially responsive to the tender document in every respect shall result in the rejection of the tender.

2.0 PRICE OF TENDER DOCUMENT:

2.1 Tender Document can be obtained by logging onto https://www.etenders.gov.in

2.2 Tender fee is NIL .

2.3 IOAGPL will not give the tender in hard copy/ computer media like CDs/ other similar means.

2.4 The tender documents shall remain the exclusive property of the Company without any right with the Bidder to

use them for any purpose except for the purpose of tendering and for use by the successful Bidder with reference to the work.

2.5 The tender document is non-transferable.

3.0 SUBMISSION OF OFFER:

1. Bids shall be submitted online only at CPPP website: https://etenders.gov.in/ 2. Bidder/Bidder are advised to follow the instructions “Instructions To Bidder for Online 3. Bid Submission” provided in the Annexure “ ” for online submission of bids - . 4. Bid documents may be scanned with 100 dpi with black and white option which helps in reducing size of

the scanned document. 5. Not more than one tender shall be submitted by one bidder having business relationship. 6. Bidder who has downloaded the tender from the Central Public Procurement Portal (CPPP) website

https://etenders.gov.in/, https://eprocure.gov.in/epublish/app shall not tamper/modify the tender form including downloaded price bid template in any manner. In case if the same is found to be tempered/modified in any manner, tender will be completely rejected and Bidder is liable to be banned from doing business with IOAGPL.

7. Intending Bidders are advised to visit again CPPP website https://etenders.gov.in/ regularly till closing date of submission of tender for any corrigendum / addendum/ amendment.

8. Bids will be opened as per date/time as mentioned in the Tender Critical Date Sheet. After online opening of Technical-Bid the results of their qualification as well Price-Bid opening will be intimated later.

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4.0 Submission of Tender

The tender shall be submitted online in two parts. All the pages of bid being submitted must be signed and sequentially numbered by the Bidder

irrespective of nature of content of the documents before uploading. The offers submitted by Telegram/Fax/email shall not be considered. No correspondence will be

entertained in this matter.

KYC Document

The following documents are to be furnished by the Bidder along as per the tender document:

i) Signed and Scanned copy Certificates like Registration certificate, PAN No, TIN No,

GST registration,

ii) Signed and Scanned Copy of Tender Acceptance Letter & Letter of authorization to submit bid.

iii) An undertaking (self-certificate) that the agency hasn’t been blacklisted by a Central / State/UT Government institution and there has been no litigation with any government department on account of IT services.

iv) All forms as attached in Volume.

PRICE BID

(a) Price bid undertaking

4.1 Bidders are advised to submit bid strictly as per terms and conditions of the Bidding Document and not to stipulate any deviation / exception as it is “NO DEVIATION” tender. Offers with any Exception /

deviation shall be liable for rejection.

4.2 Tenders shall be based strictly on the terms, conditions and specifications contained in the Tender document. Any deviation and exceptions taken to terms and conditions of the tender documents must be

clearly listed out and submitted along with techno-commercial part of the offer as per proforma in F-6. 4.3 All Amendments to tender documents issued by Company subsequently, if any, must be digitally signed

and submitted along with the Tender. The Bids submitted by the Bidder shall take into account all such

amendments. 4.4 The tender shall be completely filled in all respects and with requisite information and Annexures strictly

in the order described in this document. Incomplete tender / tenders not supported by requisite documents

may not be considered. Decision of the Company, in this regard, shall be final & binding on the Bidder. 4.5 All signature in tender documents shall be dated. All pages of all the Chapters/ Sections of tender

documents shall be initialled at the lower right-hand corner or digitally signed wherever required in the tender documents by the Bidder or by a person authorised to sign on behalf of a Bidder as envisaged above.

4.6 All corrections and alterations in the entries of tender papers shall be signed in full by the Bidder and dated. No erasers or over-writings are permissible. Use of correcting fluid is strictly prohibited. Use of white/erasing fluid for correcting the rates is banned. Wherever the rates are corrected with white/erasing fluid, the bids will be summarily rejected.

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4.7 Bid Submission i) Tender forwarding letter duly digitally signed by the authorised signatory.

ii) Power of Attorney or other proof of authority, in favour of the person who has s digitally signed the tender & Price Bid.

iii) Exceptions/deviations pertaining to Instructions to Bidders, Special Conditions of Contract (SCC) and

other general tender conditions to be indicated only as per Performa in F-6. Any exceptions / deviations listed anywhere other than the Annexure-F-6 shall not be considered.

iv) Duly digitally signed addendum/amendment, if any, issued to the Bidder at a later date. v) Techno-commercial volumes of the tender documents duly stamped/digitally signed on each page. vi) Schedule of Rates shall be in both figures and words. Rates quoted in Schedule of Rates should be in

such a way that interpolation is not possible. If the parties do not quote both in figures and words properly

and correctly, their tenders may be liable for rejection. vii) Information regarding the Bidder in the form annexed.

viii) Declaration of Blacklisting in the prescribed format.

4.8 The Bidder shall submit the tender on or before the due date and time set out for the same.

4.9 TENDERS SUBMITTED BY TELEX/FAX/TELEGRAM WILL NOT BE ACCEPTED.

4.10 Tender documents as submitted by Bidder shall become the property of COMPANY and COMPANY

shall have no obligation to return the same to the Bidder. 4.11 Company shall not be liable for any obligation until such time Company has communicated to the

successful Bidder its decision to entrust the work.

4.12 The price offered by the Bidder shall not appear anywhere in any manner in the other than SOR.

4.13 Submission of the information and details shall be done strictly in the manner described. In case the

relevant data/details/information in respect of the above is not furnished, the tender may be rejected.

5.0 Criteria for Evaluation

This is a limited Tender through invitation to bidders as described in Notice Inviting Tender, and any other bidder participating in the bid shall stands rejected.

6.0 PRE BID MEETING: - Pre Bid Meeting shall be held through Video Conferencing at 04:30 PM on 31.08.2020.

7.0 Addenda/ Clarification:

7.1 Addenda/ Clarifications may be issued prior to the date of opening of the tender to clarify issues arising out of various queries/ clarifications relevant to the tender documents from Bidders or to reflect

modification in the design or contract terms. Such addendum/ addenda shall be uploaded at E-tender portal and each recipient shall retain one copy of such addendum/ addenda for submission along with the tender in acknowledgement of receipt thereof. All such addendum issued shall form part of the tender document.

7.2 If a party does not view/ fails to view the addenda / clarification on any accounts whatsoever and their offer is without considering the addenda / clarification, then Company may reject the offer.

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8.0 Conformity to Terms and Conditions of Bid Documents: 8.1 Bids shall be based strictly on the terms, conditions and specifications contained in the Bid

documents. Any deviation and exceptions taken to terms and conditions of the Bid documents must be clearly listed out as per proforma of “Exceptions and Deviations”.

8.2 All correspondences from Company as well as from the Bidder regarding clarifications during techno-commercial evaluation of the bid and mutually accepted deviations to tender document shall be concluded as “Agreed Variations”. The “Agreed Variations” shall form part of the contract and all other correspondences in this regard will be treated as null and void.

9.0 Clarification of Bids

9.1 To assist in the examination, evaluation and comparison of bids, the Company may ask the bidders individually for clarification of their Bids, including break-down of unit rates. The request for clarification and the response shall be in writing, but no changes in the price or substance of the bid shall be sought, offered or permitted except as required to confirm the correction of errors discovered

by the Company during the evaluation of bids.

10.0 Modification and Withdrawal of Bids: 10.1 A Bid once made cannot be modified or withdrawn. Any mistake found in the bid can be

corrected if permitted by the Company. 11.0 Evaluation of Price Bid:

11.1 Bidders shall quote for complete items of SOR as the evaluation shall be on Group wise

basis.

BIDDERS MUST CHECK THAT THEIR BID IS COMPLETE IN ALL RESPECTS WITH ALL DETAILS AS PER VARIOUS FORMATS ENCLOSED IN INSTRUCTIONS TO BIDDERS, CHECK

LIST AND COMMERCIAL QUESTIONNAIRE REPLIED

Issue of any commercial questionnaire or having any classificatory discussions, in general, is not envisaged.

Bidders in their own interest must ensure that their bid is complete in all respects complying with the requirement of Instructions to Bidders and have furnished all details/ clarifications/ confirmations. Also that

all details/ documents shall be submitted in relevant SECTIONS and mentioned in CHECK LIST. 12.0 Validity of Offer:

12.1 Tender submitted by the Bidder shall remain valid and open for acceptance for a period of not less than 3 (three) months from the date of opening of Price-Bid.

12.2 In exceptional circumstances, prior to expiry of the original bid, the Company may request the

Bidder for a specified extension in the period of validity. The request and the responses thereto shall be made in writing or by fax/ e-mail. The validity may be extended at the discretion of selected bidder

for another 30 days.

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13.0 Cost of Bidding: 13.1 The Bidder shall bear all costs associated with the site visit, preparation and submission of his

bid and COMPANY will in no case be responsible or liable for these works, regardless of the conduct of outcome of the bidding process.

14.0 Right of Company to Accept or Reject Tenders:

14.1 The right to accept in full or in part/parts the tender will rest with the Company. However, the Company does not bind itself to accept the lowest tender and reserves the right to reject any or all the

tenders received without assigning any reason whatsoever. 14.2 Tenders in which any of the particulars and prescribed information are missing or are incomplete

in any respect and/or the prescribed conditions are not fulfilled, shall be considered non-responsive and are liable to be rejected.

14.3 The Bidder should note that the tendering can be abandoned / cancelled, if the Company deems fit, without assigning any reason whatsoever. No compensation shall be paid for the efforts made by

the Bidder.

15.0 Negotiations: 15.1 Company reserves the right to conduct negotiations with L1 Bidder post completion of Reverse

Auction. 16.0 Award of Work:

16.1 Work shall be awarded on least cost option to the Company.

17.0 Currencies and Payment:

17.1 Bidders shall quote their prices in Indian Rupees only. 17.2 All payments will be made in Indian Rupees only.

17.3 No advance of any sort shall be payable under this Contract. 18.0 Place of Payment:

18.1 All the payments (if any) in Indian Rupees shall be released from the Head Office, IndianOil-

Adani Gas Pvt .Ltd, New Delhi. 19.0 INTEGRITY PACT PROGRAM

19.1 Company is committed to follow the principles of transparency, equity and competitiveness in

public procurements. 19.2 Bidder has also to commit the same through executing an Integrity Pact Agreement (IPA) and

declarations, which is now a part of tender document. In absence of the same, the tender would be summarily rejected. Format of Integrity Agreement and declaration are enclosed as Annexure- A &

Annexure-B. 19.3 IPA will prevail over General Conditions of Contract with regard to specific clauses of the IPA

including consequential breaches by the bidders. 19.4 Any violations/alleged violation of IPA would not be subject matter of arbitration.

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19.5 Company is committed to follow the principles of transparency, equity and competitiveness in public procurements.

19.6 Bidder has also to commit the same through executing an Integrity Pact Agreement (IPA) and declarations, which is now a part of tender document. In absence of the same, the tender would be summarily rejected. Format of Integrity Agreement and declaration are enclosed as Annexure- A & Annexure-B.

19.7 IPA will prevail over General Conditions of Contract with regard to specific clauses of the IPA including consequential breaches by the bidders.

19.8 Any violations/alleged violation of IPA would not be subject matter of arbitration. 19.9 Company is committed to follow the principles of transparency, equity and competitiveness in

public procurements. 19.10 Bidder has also to commit the same through executing an Integrity Pact Agreement (IPA) and

declarations, which is now a part of tender document. In absence of the same, the tender would be summarily rejected. Format of Integrity Agreement and declaration are enclosed as Annexure- A &

Annexure-B. 19.11 IPA will prevail over General Conditions of Contract with regard to specific clauses of the IPA

including consequential breaches by the bidders. 19.12 Any violations/alleged violation of IPA would not be subject matter of arbitration.

19.13 Company is committed to follow the principles of transparency, equity and competitiveness in public procurements.

19.14 Bidder has also to commit the same through executing an Integrity Pact Agreement (IPA) and declarations, which is now a part of tender document. In absence of the same, the tender would be

summarily rejected. Format of Integrity Agreement and declaration are enclosed as Annexure- A & Annexure-B.

19.15 IPA will prevail over General Conditions of Contract with regard to specific clauses of the IPA including consequential breaches by the bidders.

19.16 Any violations/alleged violation of IPA would not be subject matter of arbitration.

Definition of Existing GAs. Existing GA’s as defined shall include 1- Ernakulam 2- Allahabad 3- Panipat 4- Chandigarh 5- Daman 6- US Nagar 7- Dharwad 8- South Goa 9- Bulandshahr

Definition of New GAs. New GA’s as defined shall include 1- Malappuram 2- Kannur 3- Kozhikode 4- Thrissur 5- Gaya Nalanda 6- Aligarh-Hathras 7- Panchkula Outer 8- Badohi Kaushambi 9- Jaunpur 10- Burdhwan

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SCOPE OF AUDIT: PART 1

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INDEX

# Business Process / Area Frequency

Core Business Process:

1 New Customer Acquisition, Installation, Connection & Supply Yearly

2 Pre-billing, Billing, Collection & Recovery Process Yearly

3 Gas Procurement & Transportation Half Yearly

4 Maintenance Yearly

5 Procurement (Capex & Opex) Half Yearly

6 Inventory Management Yearly

Support Services

7 Insurance Yearly

8 Statutory & Regulatory Compliance Half Yearly

9 Human Resources Yearly

10 Legal & Secretarial Yearly

11 Record to Report Yearly

12 Taxation : Direct & Indirect Yearly

13 Cash & Debt Management Half Yearly

14 Facilities Management Yearly

15 Buy to Pay Yearly

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1. Function New Customer Acquisition, Installation, Connection & Supply

Sub-Process Review Area / Aspect Existing

GAs New 10

GAs

New Customer Acquisition & Connection Mgmt.

Review of application to connection for CNG/PNG (Commercial, Industrial, Domestic), Meter Installation to System Move in Process, Pending Connection Review Process, Compliance to PNGRB guidelines

√

Customer Master Access Controls over customer master creation and maintenance, Changes to customer master

√

Customer Care Operations

Bidder Selection, Cost Assessment of call centers, KPI monitoring, Review of turnaround time for closure of service calls, Review of customer feedback process and Redressal of customer complaints. CRM – Process of call registration to call closure, Statistical analysis of call logs, Regulatory Requirements, if any

√

Marketing schemes

Review of marketing schemes & engagement programme & benchmarking with other players in industry. Review of performance of current marketing schemes and its cost benefit analysis.

√

2. Function Pre Billing, Billing & Recovery Process

Sub-Process Review Area / Aspect

Price Master Access Controls over price master creation & maintenance, changes to price master

√ √

Collection

Appropriate recording & allocation of cash receipts against correct invoice / customer, Unauthorized cash discounts, Recording of cash receipts in proper accounting period, Periodical review of outstanding from customers

√ √

Debit & Credit Notes Issue of debit / credit note & DOA compliance, Accurate calculation of amount of debit / credit notes, Adequate supporting of credit / debit notes

√ √

Bank Guarantee & Security Management

Timely receipt of BG, Loss of BG, Terms and condition of BG are not as per contract, Validity & renewal of BG of Industrial Customer

√ √

Metering, Meter reading and invoicing

Review of process and controls to track and attend faulty meters. Data analysis of usage quantity, Action taken on defects observed while reading, Monitoring of metering data, Inspection records of meter reader, Review of MIS of metering data from CRO team to AEO/PM to Billing to Accounting in SAP, Reconciliation with SCADA meters, Stop meter assessment, Contract Management & KPI review Process

√ √

Invoicing

Incomplete invoicing, Unauthorized invoicing, Delay in invoicing, Customer invoices are not appropriately recorded, Invoices are not recorded in proper accounting period

√ √

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Provision and Write-off Review of long outstanding balances, Approval of provision / write off / write back of balances as per DOA & approval thereof

√ √

3. Function Gas Procurement & Transportation


Gas Purchase, Transportation

Compliance to Purchase & Transportation contract, Meter reconciliation -GSPL & check meter, Quality monitoring, Gas nomination/ scheduling/ demand estimation, Adherence to Minimum Contracted quantity, Reconciliation of purchased & transportation quantity, Delay in execution of gas transportation agreement, Change of rate approvals from GSPL, Bill certification.

√ √

4. Function Inventory Management


Material requirement planning, Receipt, Storage, Issue and Return

Requirement projection, scheduling and requisition process for major materials. Review of schedule vs. actual procurement, delay in project due to non-availability of material.

√ √

Review of process and documentation of receipt, quality check, issue & transfer of material, documentation and accounting in SAP.

√ √

Physical control and safeguarding, storage conditions, Gate Pass Mgmt. etc.

√ √

Review of non-moving / idle stocks for liquidation transfer to other site

√ √

Spares classification / codification process, Material master management, Safety stock management, Ordering / Replenishment process, Spares preservation etc.

√ √

Physical verification of inventory at all locations √ √

Scrap Generation, Storage & Disposal Process √ √

5. Function Maintenance


SOP Compliances Maintenance policy management, Calibration of equipment, Preventive maintenance, RCA, PNGRB guidelines compliance

√

Equipment Master Mapping of equipment in PM module and it’s management, Equipment classification

√

Maintenance Planning & Execution

PM plan vs implementation, Preventive Maintenance, Breakdown Management, PM notification management, PM closer management, PM cost analysis, Material consumption, Material wastage & scrap management, Outsourcing management, Calibration of meters at PNGs

√

6. Function Procurement


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Capex + Opex (other than Gas Procurement)

SOP & DOA Compliances, Bidder Management, ARC Management, Bidder on-boarding, registration & master management process. PR to PO conversion, Emergency procurement, E-auctioning. Compliance to T&C (LD & KPI), BG, Advance, Retention, etc., Invoice/SES Processing., Benchmarking of procurement practices at group level

√ √

7. Function Record to Report


Fixed Asset Accounting

• Asset master creation and transfer of costs from WBS √ √

• Timeliness in capitalization of assets √ √

• Capitalization of borrowing costs √ √ • Classification between operating lease and finance lease

√ √

• Maintaining depreciation key in SAP √ √

• Physical Verification √ √

• Adjustments to Fixed Asset (Impairment) √ √

GL & JV Management

• GL balance review and scrutiny process √ √ • GL account opening process and appropriate grouping of GL

√ √

• Approvals for Journal Vouchers (JV) - Obtain & verify supporting documents

√ √

• Reversals of JVs √ √

Preparation of Financial statement

• Identification, Arm length basis of related party transactions and applicable disclosures

√ √

• Provisions, liabilities and accruals √ √

• Review of long outstanding advances √ √

• Certification of Physical stock in hand √ √

Account reconciliations • Reconciliation of differences in sub ledgers to GL module

√ √

• Reconciliation of inter-company transactions √ √

Balance confirmation

• Confirmation from top 10 customers / Bidders √ √

• Confirmation from banks √ √ • Review of bank reconciliation and ageing of un-reconciled items

√ √

Disclosure Requirement • Review of disclosure requirements √ √

Accounting Manual • Review of accounting manual and practices being followed

√ √

Liabilities & Provisioning

• Process around contingent liabilities and provisioning √ √

8. Function Taxation

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Direct Tax

• Review of ITRs & TARs, √ √

• TDS / TCS Compliances, √ √

• 15CA / CB Compliances, √ √

• Advance Tax Compliance, √ √

• LTC Compliance, √ √

• Notices & Appeals received from IT authorities √ √

Indirect Tax

• SOP, Policy guidelines & Delegation of Authority, √ √

• GST liability creation on Output, √ √

• GST credit creation on input, √ √

• Cross Verification of Input Tax Credit, √ √

• GST on job work, √ √

• GST Payments/Returns, √ √

• Refund of GST √ √

9. Function Insurance


Insurance Policy , Risk Evaluation & Assessment

• Review existence and adherence to policies and guidelines for risk identification and risk assessment

√ √

• Review process of selection of insurance company √ √

• Review of coverage risks – basis of coverage √ √ • System of reporting / periodic review for insurance exposure

√ √

Policy renewal and Premium Payment

• Review of any uninsured loss incurred due to failure of risk coverage and risk assumption of management is done prior to renewal of policy

√ √

• At the time of renewal discounts are appropriately availed

√ √

• Accounting & payment of Insurance premium √ √

Coverage of risks & Assets valuation

• Mechanism for valuation of assets for insurance purpose

√ √

• Adequacy of sum insured & coverage of insurance policy

√ √

• Review of insurance policies & ensure that master data/ SAP is properly maintained and regularly updated

√ √

• Mechanism of intimation of Insurance Company of addition or deletion of any assets & proportionate premium

√ √

Claims & Insurance MIS • Review of claim management process √ √

• To review the process – to ensure that all data is correctly maintained in SAP / Accounting

√ √

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• Timeliness of claim management √ √ • Outstanding Receivables & accounting of received funds

√ √

• Accounting treatment of loss of Assets √ √

• Accounting & Realization of Insurance Claims √ √

• Quality of MIS with respect to insurance √ √

10. Function Legal & Secretarial


Secretarial Review

• Secretarial Compliance Audit - Directors appointment and resignation,

√

• Changes to the share capital/allotment

Inter-corporate Loans & Investments • Change in name,

Related Party Transactions

• Meeting management - Shareholders meetings (AGM / EGM) / Board meetings / Board committee meetings

Compliance of Board Decisions

• Resolution and minutes - Documentation/ Communication / Actions taken basis directors' / shareholders' directions

√

• Maintenance of Registers and Monitoring of the Shares / POA / NDUs / Creation and release of charge/ Pledging of shares

√

• Compliance to SOP, DOA (Secretarial related) √ • Responsiveness to regulators : Complaints / issues from RBI / ROC / SEBI / SE or any other regulatory stakeholder unaddressed within defined timeline

√

Legal Review

• SOP review and DOA Compliance

√

• Issuance of Power of Attorney & Vakalatnama and its tracking.

√

• Document retention and retrievals / document security, destruction and policy around it

Maintenance of documents/Details in Roznama ( Legal Litigation Tracking Tool)

Legal Attorney Fees approval & payment process ( source to pay)

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11. Function Facility Management


Manpower, Vehicle Hiring, Canteen, Guest House Mgmt.

• SOP, Policy guidelines & Delegation of Authority, √

• Selection & finalisation of Bidder, √

• Work certification and payment to Bidder √

Employee Reimbursement & Imprest Review (including outstation or local travel and food related expense) – Adequate supporting and compliance to SOP

12. Function Human Resources


Talent Acquisition

• Manpower Planning, √

• Sourcing, Interview process and Selection √

• Offer Management, √

• On-boarding process, √

• New Hire Evaluation √

HR Operations

• Employee life cycle management, √

• Compensation and Payroll Administration, √

• Time and Attendance, √

• Data Governance and MIS, √

• Compliance Management √

13. Function Statutory & Regulatory Compliance


Tasks review

• Compliance testing of 20% Critical tasks with supported documents.

√

• Review Risk category mapped against the task with the requirement of law / business process.

√

• Review Frequency mapped against the task with the requirement of law / business process.

√

• Review of tasks w.r.t user mapped as performer / reviewer / function head.

√

• Review of tasks across the entities of vertical to identify missing tasks

√

Compliance of Labour Laws

14. Function Cash & Debt Management


Cash Management • SOP, Policy guidelines & Delegation of Authority, √

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• Cash Forecasting, √

• Daily Cash Management, √

• Surplus Fund Management, √

• Banking Management, √

• Bank Reconciliation, √

Equity Management

• Inter Company deposits √

Debt Management

• SOP, Policy guidelines & Delegation of Authority, √

• Fund requirement estimation, √

• Loan sanction and security creation, √

• Debt disbursement & servicing, √

• Working capital limit management, √

• Compliance with loan covenants √

15. Function Buy to Pay


Buy to Pay

• Upstream Process (PO, GRN/SES), √

• Bill Certification, √

• Checklist creation and scan, √

• Invoice Processing, √

• Payment Processing, √

• Compliance with agreed terms, √

• Excess and duplicate payment, √

• Three way matching, DoA/ SOP compliance, √

• Tax credit/ expense off √

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SCOPE OF AUDIT: PART 2; TECHNICAL

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INDEX

# Business Process / Area Frequency

1 Gas Loss Reconciliation Half Yearly

2 Operations : CNG & PNG Yearly

3 Project Management Yearly

4 Work Measurement & Bill Certification Yearly

5 Health, Safety, Environment & Security Yearly

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1. Function Gas Loss Reconciliation

Sub-Process Review Area / Aspect Existing

GAs New GAs

Line Losses

Review of Segment wise Gas Loss for GAs– Actual Vs Benchmark, check the networking variables are correctly & adequately considered

√

Process of Tracking, monitoring & Reporting of KPIs √

Compliance of SOP √ Maintenance contracts with OEM– Compliance with

SLAs √

Loss evaluation & approval mechanism. √

2. Function Operations: PNG & CNG


Asset Integrity Management

Compliance with the process of performance evaluation of Integrity Management Plan

√

Review of comprehensiveness of critical activities covered in IMS / Risk Assessment Criteria

√

Compliance with standards prescribed by PNGRB / other bodies in selection / adoption of IOAGPL IMS

√

Compliance with IMS Plan Vs. Actual w.r.t. reports / Records

√

Compliance with Training Courses / knowledge impart to Operational Team

√

Adequacy / Comprehensiveness of Emergency Response Plan

√

Compliance with requirement of internal (CGD) & External Audit (independent Party approved by PNGRB) of IMS as per the frequency

√

Review the status & process of tracking of corrective & Preventive steps on issues highlighted / Recommended based on the Internal / External audit results.

√

Pipeline testing, Surveillance and Patrolling

Pipeline patrolling plan – Scope & tracking mechanism

√

Emergency response handling

Review of Emergency response handling process √

Third party damages Review of Recovery process for third party damages √

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CNG Station management

Operational and maintenance activities for CNG stations

√

Meter Management

Meter codification process, √

New meter installation & Updation in SAP master, √

Process of replacement of old meters, √

Scrap Declaration and hand over to stores process, √

Reuse sage feasibility, √

Reconciliation of meter with Bidders. √

3. Function Project Management ( Only for New 2 GAs)


Project Governance

Review of overall project Governance Structure based on widely accepted project management practice to identify gaps w.r.t. coverage and implementation

√

Review implementation of project controls as per the project specific RACI matrix (Responsibility, Accountability, Control, Information)

√

Review of project charter and initial planning documents

√

Review of project control KPIs based on actual project performance

√

Project Estimation & cost Management

Review of cost estimation process followed for estimation of the overall project cost

√

Review of the process in place to ascertain an appropriate balance estimate to complete the project duly considering the actual project progress, time delays, overruns

√

Review of budget revision process by considering factor in scope changes/ variations/ others/statutory variations

√

Review of project cost targets by analyzing the key BOQ items w.r.t. standard market rates

√

Project Time & Schedule Management

Review of complete project schedule to cover following areas:

√

o Scheduling method (CPM/ Agile /critical chain method)

√

o Selection of scheduling tool √ o Project calendars and work periods for work schedules

√

o Project update cycles, milestone and activity coding structure

√

o Schedule key performance indicators √

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o Progress tracking methodology along with process of collecting updates from the Bidders and integrating it with the master schedule

√

o Methodology to compare and resolve any deviations, updating of master schedule with approved changes.

√

o Review of adequacy of timelines proposed to complete the project

√

Project Design & Scope Change Management

Review of data/design change request (DCR) and approval mechanism

√

Review of cost and time impact due to design / scope change

√

Conduct physical verification on sample basis to review actual work done on site with respect to the issued good for construction (GFC) drawings

√

Review of drawing management process and version control mechanism

√

Bidder Payments & Performance Management

Review of major RA bills for the key Bidders to identify gaps w.r.t. billed vs actual progress

√

Review process of quantity verification for major supply items

√

Review of process of verifying extra claims and cost escalations proposed for the project

√

Review of applicable advance payments, BG, LD, warranties and retentions

√

Review of Bidder performance monitoring and reporting process

√

Review of corrective action taken report w.r.t. identified gaps during previous audits/reviews

√

Project Risk Management

Review of Project Risk Management process for its adequacy

√

Review of project risk register for its coverage and implementation

√

Review performance of the activities carried out as per approved mitigation plans

√

Review of project contingency management and usage of contingency budget

√

Project MIS, Reporting and Communication Management

Review of project MIS repots and templates to cover :

√

o Completeness and coverage of project KPIs √ o Adherence to the timelines agreed as per standard operating procedure

√

o Accuracy and consistency of the data presented in MIS √

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o Review of project communication plan and its performance based on the implementation challenges highlighted by the projects team (correspondence, performance monitoring meetings, Steering Committee meeting etc.)

√

Site Management Work

Review compliance and adherence as per standard operating procedures approved for site management

√

Review of overall site planning w.r.t. material movement and work front management

√

Review of work measurement & certification process followed as per approved protocols for the project

√

Independent verification of physical quantity measurement on select sample basis to compare the actual work done at site w.r.t. the billed & design BOQ

√

Review of reconciliation process followed to manage Free Issue Material (FIM)

√

Review performance of external agencies deployed for certification of various project activities

√

P&M and Scrap Management

Review deployment plan for the major plant and machineries required for the project to highlight gaps during actual implementation, w.r.t. hiring cost, utilization, productivity etc.

√

Review of scrap identification process and scrap sales conducted during the review period

√

Review of project store management, to cover material booking, material issuance, adequacy of material storage methods

√

Quality Management

Review quality monitoring process followed for the project for its adherence and compliance

√

Review sample quality certificates issued for the project w.r.t. approved DoA and applicable quality plan

√

Review archival process for the quality certificates and checklists for future reference and claims

√

Approvals & statutory Compliance Management

Review of project compliance management process and its monitoring

√

Verify the status and validity of key project approvals required for project implementation

√

Review filing of periodic reports and adherence to the approval conditions

√

Verify renewal of licenses for Deployment of Labor, Lifting equipment, Weigh-bridges and Test Lab equipment

√

Project Closure & Handover

High level review of the manpower planning for commissioning / for operations

√

Review compliance as per mandatory criteria applicable at the time of project closure

√

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Review of preparedness as per the warranty conditions and AMC required by O&M team

√

Review receipt of insurance spares and maintenance spares

√

Review status of Start-up SOPs, user manuals, maintenance manuals from the OEMs, As Built drawings & Documents

√

Review adherence to the handover & takeover protocols agreed for the project

√

Review of project closure dossier with lessons learnt and key project metrics for future references

√

Review of contracts closure procedures followed for key contracts

√

Preparation of lessons learnt report and its archival for future implementation

√

4. Function Work Measurement & Bill Certification


Standardization and Benchmarking the Billing Process

Review the reporting structure of billing team and process of bill certification. Validate the existence of Maker & checker control.

√

Standardize the area wise billing process and bill checklists.

√

RA Bill Certification Process

Bill approval as per approved DOA. √

Bill checklist and its adequacy. √ Bill correctness in line with Contract / BOQ / Billing

schedule. √

Review the certified quantity in line with supporting documents such as approved joint measurement sheet (JMS), Approved GFC drawings etc.

√

Physical verification (PV) of certified quantity [Sample base].

√

Price escalation paid to Bidder. √

Change statements (Extra and Substitute items) & Site instruction Note and its approval process.

√

Review Reconciliation Statement attached in the bill and recovery against FIM wastage in line with contract terms.

√

HR compliances in the certified bill. √

Quality Management

Review whether work is executed as per approved GFC drawings and contract specification.

√

Review FQAP and its compliances. √

MTCs/BTCs and other Quality documents as per approved QAP/ITP etc.

√

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Contract Compliances

Contractual recoveries such as Water, Electricity, Company assets, chargeable material etc.

√

Compliance related to Penalties (Safety & Quality) and LDs.

√

Review the advances (Secured, Mobilization, Adhoc etc.) paid in the bill.

√

Review whether indemnity, BGs, SBLC, insurances are being obtained as per contract requirement.

√

Compliance related to retention amount. √

In final bill, check the documents as per contract such as No claim certificate, NOV from store, work completion certificate, warranty/guarantee etc.

√

5. Function Health, Safety, Environment & Security


SOP & Policy Compliance

Adherence to SOP/ Policies and Procedures √

Benchmarking – Comparison with procedure and performance monitoring

√

Training & Induction

Training to Visitor, Employee and others √

Annual training plan and its adherence √

Gap analysis on annual basis to identify comprehensive coverage of training

√

Record keeping of various training √

Execution

Review of site safety budget and adequacy of safety personnel as per the approved plan

√

Project HSE Plan and its Adherence / Compliance

√

Life-saving rules (Road & Traffic safety) √ Maintenance and calibration process (safety

equipment's) √

Adherence with Statutory & legal compliances √

NC Management √ Record keeping, monitoring, submission &

updation √

Process of Emergency response handling √

Review availability and condition of health facilities available at project site as per SOP

√

Review adherence to site waste management and disposals plans indicated in periodic Environment Compliance reports submitted to the authorities

√

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Reviews of site security management plan for its implementation and adherence

√

Conduct physical verification to review functioning of CCTV cameras, condition of project site boundary, safety PPEs and firefighting equipment

√

Review validity and coverage of current insurance policies taken for the project

√

Stakeholder Communication

Process of incident reporting Reporting Structure & its effectiveness Review & Monitoring Mechanism

√

IndianOil-Adani Gas Private Limited

A CITY GAS DISTRIBUTION COMPANY

FOR

APPOINTMENT OF INTERNAL AUDIT FIRM FOR CONDUCTING INTERNAL AUDIT

LIMITED DOMESTIC COMPETITIVE BIDDING

SECTION-IV SPECIAL CONDITIONS OF CONTRACT (SCC)

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SPECIAL CONDITIONS OF CONTRACT

9.0. General The Company expects the Bidder to adhere to the terms of this RFP document and would

not accept any deviations to the same. The company expects that the Bidder appointed under this RFP Document shall have the

single point responsibility for fulfilling all obligations and providing all deliverables and services required by Company.

Unless agreed to specifically by the Company in writing for any changes to the RFP document issued the Bidder responses would not be incorporated automatically in the RFP document.

Unless expressly overridden by the specific agreement to be entered into between the Company and the Bidder, the RFP document shall be the governing document for arrangement between the Company and the selected Bidder.

9.1. Indemnity

The Selected Bidder shall indemnify the company, and shall always keep indemnified and hold the Company, its employees, personnel, officers, directors, (hereinafter collectively referred to as “Personnel”) harmless from and against any and all losses, liabilities, claims, actions, costs and expenses (including attorneys’ fees) relating to, resulting directly or indirectly from or in any way arising out of any claim, suit or proceeding brought against the Company as a result of:

Company’s authorized / bona fide use of the Deliverables and /or the Services provided by selected Bidder under this RFP; and/or any act of commission or omission, fraud, negligence, breach on the part the selected Bidder and/or its employees, agents, sub-contractors in performance of the obligations under this RFP; and/or any act of omission of statutory requirement and/or claims made by employees or subcontractors or subcontractors’ employees, who are deployed by the selected Bidder, against the company; and/or claims arising out of employment, non-payment of remuneration and non-provision of statutory benefits by the selected Bidder to its employees, its agents, contractors and sub-contractors breach of any of the term of this RFP or breach of any representation or false representation or inaccurate statement or assurance or covenant or warranty of the selected Bidder under this RFP/subsequent agreement; and/or any or all Deliverables or Services infringing any patent, trademarks, copyrights or such other Intellectual Property Rights; and/or breach of confidentiality obligations of the selected Bidder contained in this RFP; and/or The acts, errors, representations, misrepresentations, willful misconduct or Negligence or gross misconduct attributable to the selected Bidder or its employees or sub-contractors under this RFP/subsequent agreement. o Loss of data due to selected Bidder provided facility or o Any deficiency in the services of selected Bidder. o Any transaction contemplated under this RFP/subsequent agreement. o The provisions of this Clause shall survive the termination of RFP and

subsequent Agreement made thereafter.

The selected Bidder shall at its own cost and expenses defend or settle at all point of time any claim against the Company that the Deliverables and Services delivered or provided under this RFP infringe a patent, utility model, industrial design, copyright, trade secret, mask work or trade mark in the country where the Deliverables and Services are used, sold or received, provided the Company: o notifies the selected Bidder in writing as soon as practicable when the Company becomes aware

of the claim; and o Cooperates with the selected Bidder in the defence and settlement of the claims.

However, (i) the selected Bidder shall take sole control of the defense and all related settlement negotiations (ii) the company provides will the selected Bidder with the assistance, information and authority reasonably necessary to perform the above and (iii) the Company does not make

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any statements or comments or representations about the claim without the prior written consent of the selected Bidder, except where the Company is required by any authority/regulator to make a comment/statement/representation.

9.2. No liability

All employees engaged by the Service Provider shall be in sole employment of the Service Provider and the Service Provider shall be solely responsible for their salaries, wages, statutory payments etc. That under no circumstances shall company be liable for any payment or claim or compensation (including but not limited to compensation on account of injury/death/termination) of any nature to the employees and personnel of the Service Provider.

Company shall not be held liable for and is absolved of any responsibility or claim/litigation arising out of the use of any third party software or modules supplied by the Service Provider as part of this Agreement.

Under no circumstances Company shall be liable to the Service Provider for direct, indirect, incidental, consequential, special or exemplary damages arising from termination of this project , even if Company has been advised of the possibility of such damages, such as, but not limited to, loss of revenue or anticipated profits or lost business

9.3. Extension of Contract Post Expiry

The Company desires to appoint the Bidder for a total period specified in the RFP, considering the effort and investments required in the arrangement. However, understanding the complexities of the entire arrangement, Company would like to safe guard the interests of all the entities involved in the arrangement. Therefore, the Company would like to have options to revisit the arrangements and terms of contract as well as to re-price the same (rates similar or less than existing arrangement) after the contract expiry, if necessary.

The Company expects the benefits from any unanticipated decrease in technology infrastructure costs, over the term of the contract due to reduction of prices, efficient use of IT infrastructure/reduction of statutory charges, etc. and operations management methods that yield more efficient operations, to be passed on through re-negotiation. No conflict between the Selected Bidder and the Company will cause cessation of services.

9.4. Termination of Contract Company shall have the option to terminate any subsequent agreement and / or any particular

order, in whole or in part by giving Bidder at least 30 days prior notice in writing. It is clarified that the Bidder shall not terminate the subsequent Agreement for convenience.

However, the Company will be entitled to terminate subsequent agreement, if Bidder breaches any of its obligations set forth in this RFP and any subsequent agreement and Such breach is not cured within thirty (30) Working Days after the Company gives written notice; or if such breach is not of the type that could be cured within thirty (30) Working Days, failure by Bidder to provide the Company, within thirty (30) Working Days, with a reasonable plan to cure such breach, which is acceptable to the Company. Or Non conformity of the Deliverables or Services with the terms and Specifications of the RFP as observed during post-delivery audit or otherwise; or Serious discrepancy in the quality of service expected during the implementation, rollout and subsequent maintenance process.

This Tender and subsequent Agreement shall be deemed to have been terminated by either Party one day prior to the happening of the following events of default:

The other Party becomes unable to pay its debt as they fall due or otherwise enters into

any composition or arrangement with or for the benefit of its creditors or any class thereof; A liquidator or a receiver is appointed over all or a substantial part of the undertaking, assets or revenues of the other Party and such appointment continues for a period of twenty one (21) days;

The other Party is subject of an effective resolution for its winding up other than a

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voluntary winding up for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the other Party; or The other Party becomes the subject of a court order for its winding up.

In the event of a termination of the Contract by the Company, the Bidder shall do all

such acts or deeds as may be required to fully compensate the Company for all expenditure incurred by the Company in executing or obtaining the execution of the Project, till such time of termination and for any removal and/or relocation that may be required by the Company following such termination. The Company shall not bear any liability in this regard. The company shall recover all the cost of replacing Bidder and or the company shall impose the liquidated damages. In the event of the Company communicating its intention to terminate the Contract, selected bidder shall continue to render such Services as it is required to under this RFP/bid and subsequent Contract, including but not limited to Facilities Management, support and maintenance for the Deliverables for a period up to 12 months following notice of intention to termination, until such time that the Company indicates that it has been able to make alternative arrangements for the provision of such Services, in accordance with the terms, including those pertaining to payment, contained herein.

In the event of the Company communicating its intention to terminate the Contract due

to change in its policy or Business Practice or any other reason which may arise due to unforeseen circumstances, selected bidder shall continue to render such Services as it is required to under this RFP/bid and subsequent Contract, including but not limited to Facilities Management, support and maintenance for the Deliverables for a period up to 12 months following notice of intention to termination, until such time that the Company indicates that it has been able to make alternative arrangements for the provision of such Services, in accordance with the terms, including those pertaining to payment, contained herein.

Any other reason.

Other Rights or Remedies Termination of the contract in whole or part is without prejudice to any other rights or remedies that either Party may have under the contract including the invocation of the performance guarantee by the Company, and does not affect any accrued rights or liabilities of either Party at the date of termination. Effects of Termination Notwithstanding termination of the contract in whole or in respect of any part of the Services for any reason, the contract continues in force to the extent necessary to give effect to those of its provisions which expressly or implicitly have effect after termination; and Where Company terminates any Part of the Project, the parties shall continue to perform their respective obligations under the contract in connection with that portion of the Project in respect of which there has been no termination.

Consequence of Termination If Company terminates the contract in whole or in respect of any part of the Project in accordance with its terms, it will incur no liability to the selected bidder as a result of such termination, other than: the charges or any other amounts due to selected bidder up to the date of termination; amounts payable for any Services already performed at the date of the termination; amounts payable for Services yet to be performed but which the parties agree not to

terminate after performance of those services; and The selected bidder understands the scale, tenure and criticality of this Project and that it would require tremendous commitment of financial and technical resources for the same from the selected bidder for the tenure of this tender and subsequent Agreement/Contract. The parties therefore agree and undertake that an exit at any point in time resulting due to expiry or

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termination of RFP and subsequent Agreement/Contract for any reason whatsoever would be a slow process over a period of six (6) months, after the completion of the notice period of three (3) months, and only after completion of the selected bidder’s obligations under a reverse transition mechanism. During this period of Reverse Transition, the selected bidder shall continue to provide the Deliverables and the Services in accordance with this RFP and subsequent Agreement/Contract and shall maintain the agreed Service levels. Upon Company’s request, with respect to (i) any agreements for maintenance, disaster recovery services or other third-party applications/solutions, and any Deliverables not owned by the selected Bidder, being used by the selected Bidder to provide the Services and (ii) the assignable agreements, selected Bidder shall, use its reasonable commercial endeavors to transfer or assign such agreements and selected Bidder’s equipment to Company and its designee(s) on commercially reasonable terms mutually acceptable to both parties. Upon Company’s request in writing, selected bidder shall be under an obligation to transfer to Company or its designee(s) the Deliverables being used by the selected bidder to perform the Services free and clear of all liens, security interests, or other encumbrances at a value calculated as stated. As part of the reverse transition services, Company shall have the right, and selected bidder shall not object to or interfere with such right, to contract directly with any selected bidder’s subcontractor. Procedure for transition and migrating to the new appointed Bidder is as follows: Time frame for parallel run Skill transfer mechanism and in specific cases, the Loan management requirement Reverse Transition Plan

Reverse Transition Services are the services provided by selected bidder to Company during the reverse transition period which will start after completion of the three (3) months’ notice period to facilitate an orderly transfer of the Services to Company or to an alternative third partly service provider nominated by Company. Where Company elects to transfer responsibility for service delivery to multiple Bidders, Company will nominate a services provider who will be responsible for all dealings with such Bidders regarding the delivery of Reverse Transition Services.

Warranties All the warranties held by or in the name of the selected bidder shall be assigned or

transferred “As Is” in the name of the Company. The selected bidder shall execute any and all such documents as may be necessary in this regard.

The parties shall return confidential information and will sign-off and acknowledge the return of such confidential information.

Selected bidder shall provide all other services as may be agreed to by the parties in connection with the reverse transition services. However, in case any other services, in addition to the above are needed, the same shall be scoped and reasonably priced. Reverse transition services shall be charged based on selected bidder’s then current time and materials rates.

The selected bidder recognizes that considering the enormity of the assignment, the transition services listed herein are only indicative in nature and the selected bidder agrees to provide all assistance and services required for fully and effectively transitioning the services provided by the selected bidder under this tender and subsequent agreement, upon termination or expiration thereof, for any reason whatsoever.

9.5. Compliance with Laws

Compliance with all applicable laws: The Bidder shall undertake to observe, adhere to, abide by, comply with and notify the Company about all laws in force or as are or as made applicable in future, pertaining to or applicable to them, their business, their employees or their obligations towards them and all purposes of this tender and shall indemnify, keep

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indemnified, hold harmless, defend and protect the Company and its employees/officers/staff/personnel/representatives/agents from any failure or omission on its part to do so and against all claims or demands of liability and all consequences that may occur or arise for any default or failure on its part to conform or comply with the above and all other statutory obligations arising there from.

Compliance in obtaining approvals/permissions/licenses: The Bidder shall promptly and timely obtain all such consents, permissions, approvals, licenses, etc., as may be necessary or required for any of the purposes of this project or for the conduct of their own business under any applicable Law, Government Regulation/Guidelines and shall keep the same valid and in force during the term of the project, and in the event of any failure or omission to do so, shall indemnify, keep indemnified, hold harmless, defend, protect and fully compensate the Company and its employees/officers/staff/personnel/ representatives/agents from and against all claims or demands of liability and all consequences that may occur or arise for any default or failure on its part to conform or comply with the above and all other statutory obligations arising there from and the Company will give notice of any such claim or demand of liability within reasonable time to the Bidder.

The Bidder is not absolved from its responsibility of complying with the statutory obligations as specified above. Indemnity would cover damages, loss or liabilities suffered by the Company arising out of claims made by regulatory authorities.

9.6. Assignment

The selected bidder agrees that the selected bidder shall not be entitled to assign any or all of its rights and/or obligations under this tender and subsequent agreement to any entity except selected Bidder’s affiliate with the prior written consent of the Company.

If the Company undergoes a merger, amalgamation, takeover, consolidation, reconstruction, change of ownership, etc., this RFP/contract shall be considered to be assigned to the new entity and such an act shall not affect the rights of the Company and the Bidder under this RFP.

9.7. Insurance

Any losses or damages caused by the bidder or any of there representative on site/client premise , bidder will be liable to pay.

9.8. Inspection of Records

All records of bidder with respect to any matters covered by this RFP shall be made available to the Company or its designees at any time during normal business hours, as often as the Company deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Said records are subject to examination. Company would execute confidentiality agreement with the Bidder, provided that the auditors would be permitted to submit their findings to the Company, which would be used by the Company. The cost of the audit will be borne by the Company. The scope of such audit would be limited to Service Levels being covered under this RFP and subsequent contract.

9.9. Publicity

The Bidder shall not make any press releases or statements of any kind including advertising using the name or any service marks or trademarks of the Company regarding the contract or the transactions contemplated hereunder without the explicit written permission of the Company. The Bidder shall not, use the Company’s name as a reference, without the express written permission of the Company first being obtained, and then only strictly in accordance with any limitations imposed in connection with providing such consent. The Company agrees not to use the Bidder’s trade or service marks without the Bidder’s prior written consent.

9.10. Solicitation of Employees

During the term of the Contract and for a period of two years after any expiration of the contract period/termination or cancellation of the Contract, both the parties agree not to hire, solicit, or accept solicitation (either directly, indirectly, or through a third party) for their employees directly

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involved in this contract during the period of the contract and two year thereafter, except as the parties may agree on a case-by-case basis. The parties agree that for the period of the contract and two year thereafter, neither party will cause nor permit any of its directors or employees who have knowledge of the agreement to directly or indirectly solicit for employment the key personnel working on the project contemplated in this proposal except with the written consent of the other party.

The above restriction would not apply to either party for hiring such key personnel who initiate discussions regarding such employment without any direct or indirect

solicitation by the other party; or respond to any public advertisement placed by either party or its affiliates in a

publication of general circulation

9.11. Guarantees Bidder shall guarantee that the Services/software/solution and allied components used to

service the Company are licensed and legal. The Bidder also undertakes to keep all the licenses in force till the expiry of the contract

period by renewing them as and when necessary.

9.12. Force Majeure The Selected Bidder shall not be liable for forfeiture of its performance security(if

applicable), liquidated damages or termination for default, if any to the extent that its delay in performance or other failure to perform its obligations under the contract is the result of an event of Force Majeure.

For purposes of this Clause, “Force Majeure” means an event explicitly beyond the reasonable control of the Selected Bidder and not involving the Selected Bidder’s fault or negligence and not foreseeable. Such events may be due to or as a result of or caused by act of God, wars, insurrections, riots, earth quake and fire, revolutions, civil commotion, floods, epidemics, quarantine restrictions, trade embargos, declared general strikes in relevant industries, satellite failure, act of Govt. of India, events not foreseeable but does not include any fault or negligence or carelessness on the part of the parties, resulting in such a situation. In the event of any such intervening Force Majeure, either party shall notify the other in writing of such circumstances or the cause thereof immediately within five calendar days.

Unless otherwise directed by the Company in writing, the Selected Bidder shall continue to perform its obligations under the Contract as far as is reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event.

In such a case the time for performance shall be extended by a period(s) not less than duration of such delay. If the duration of delay continues beyond a period of three months, the Company and the Selected Bidder shall hold consultations in an endeavor to find a solution to the problem.

Notwithstanding above, the decision of the Company shall be final and binding on the Selected Bidder.

9.13. Resolution of Disputes

The Company and the selected bidder shall make every effort to resolve amicably, by direct informal negotiation between the Management of the Company and the selected bidder, any disagreement or dispute arising between them under or in connection with the contract.

If the Company Management and Empanelled bidder’s project manager are unable to resolve the dispute after thirty days from the commencement of such informal negotiations, they shall immediately escalate the dispute to the senior authorized personnel designated by the selected bidder and Company respectively.

If after thirty days from the commencement of such negotiations between the senior authorized personnel designated by the selected bidder and Company, the Company and the selected bidder have been unable to resolve amicably a contract dispute; either party may require that the dispute be referred for resolution through formal arbitration.

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9.14. Arbitration Any dispute, controversy or claims arising out of or relating to this RFP, its validity, breach

or termination thereof, shall be settled by arbitration in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996.

All questions, claims, disputes or differences arising under and out of, or in connection with the RFP/ subsequent contract or carrying out of the work whether during the progress of the work or after the completion and whether before or after the determination, abandonment or breach of the RFP/ subsequent contract shall be referred to arbitration by a sole Arbitrator to be appointed by the Parties.

The place of arbitration shall be at New Delhi The arbitral procedure shall be conducted in the English and any award or awards shall be

rendered in English. The procedural law of the arbitration shall be the Indian law. The award of the arbitrator shall be final and conclusive and binding upon the Parties, and the

Parties shall be entitled (but not obliged) to enter judgment thereon in any one or more of the highest courts having jurisdiction. The Parties further agree that such enforcement shall be subject to the provisions of the Indian Arbitration and Conciliation Act, 1996 and neither Party shall seek to resist the enforcement of any award in India on the basis that award is not subject to such provisions.

The rights and obligations of the Parties under or pursuant to this Clause, including the arbitration clause in this RFP, shall be under the exclusive jurisdiction of the courts located at New Delhi only.

If a notice has to be sent to either of the parties following the signing of the contract, it has to be in writing and shall be first transmitted by facsimile transmission by postage prepaid registered post with acknowledgement due or by a reputed courier service, in the manner as elected by the Party giving such notice. All notices shall be deemed to have been validly given on (i) the business date immediately after the date of transmission with confirmed answer back, if transmitted by facsimile transmission, or (ii) the expiry of five days after posting if sent by registered post with A.D., or (iii) the business date of receipt, if sent by courier.

9.15. Governing Law and Jurisdiction

This RFP and subsequent agreement with the Selected Bidders shall be governed and construed in accordance with the laws of India and courts in Delhi will have the exclusive jurisdiction to determine the issues arising out of this RFP.

9.16. Corrupt and Fraudulent practice As per Central Vigilance Commission (CVC) directives, it is required that Bidders observe

the highest standard of ethics during the procurement and execution of such contracts in pursuance of this policy.

“Corrupt Practice” means the offering, giving, receiving or soliciting of anything of value to influence the action of an official in the procurement process or in contract execution.

“Fraudulent Practice” means a misrepresentation of facts in order to influence a procurement process or the execution of contract to the detriment of the Company and includes collusive practice among Bidders (prior to or after bid submission) designed to establish bid prices at artificial non- competitive levels and to deprive the Company of the benefits of free and open competition.

The Company reserves the right to reject a proposal for award if it determines that the Bidder recommended for award has engaged in corrupt or fraudulent practices in competing for the contract in question.

The Company reserves the right to declare a Bidder ineligible, either indefinitely or for a stated period of time, to be awarded a contract if at any time it determines that the firm has engaged in corrupt or fraudulent practices in competing for or in executing the contract.

9.17. Waiver

No failure or delay on the part of either party relating to the exercise of any right, power, privilege or remedy provided under this RFP or subsequent agreement/contract with the

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other party shall operate as a waiver of such right, power, privilege or remedy or as a waiver of any preceding or succeeding breach by the other party nor shall any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of such or any other right, power, privilege or remedy provided in this RFP all of which are several and cumulative and are not exclusive of each other or of any other rights or remedies otherwise available to either party at law or in equity.

9.18. Violation of Terms

The Company clarifies that the Company shall be entitled to an injunction, restraining order, right for recovery, specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the bidders from committing any violation or enforce the performance of the covenants, obligations and representations contained in this RFP. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity, including without limitation a right for recovery of any amounts and related costs and a right for damages.

9.19. Service Level Agreement and Non-Disclosure Agreement 1. The selected Bidder shall execute:

a) Non-Disclosure Agreement (NDA), the selected Bidder shall execute the SLA and NDA within seven days from the date of acceptance of letter of appointment or as intimated by the Company.

b) The stamp duty or any other associated charges (if applicable) to execute the abovementioned document shall be borne by the successful bidder.

9.20. Liquidated Damages and Penalty

Company expects that the selected bidder complete the scope of the project as mentioned in section 6 – Project timeline of this document within the timeframe specified. Inability of the selected bidder to either provide the requirements as per the scope or to meet the timelines as specified would be treated as breach of contract and would invoke the penalty clause. Company at its discretion may apply this rule to any major non-delivery, non-adherence, non-conformity, non-submission of agreed or mandatory documents as part of the Project.

Thereafter, at the discretion of the Company, the contract may be cancelled. Company also has the right to invoke the Performance Guarantee , if applicable, Penalty Clause on delay which is not attributable to Company and is attributable to the selected Bidder.

Inability of the selected bidder to provide services at the service levels defined would result in breach of contract and would invoke the this clause .

Notwithstanding anything contained above, no such penalty will be chargeable on the selected bidder for the inability occasioned, if such inability is due to reasons entirely attributable to Company.

9.21. Information Ownership All information processed, stored, or transmitted by equipment belongs to the Company. By having the responsibility to maintain the equipment, the Bidder does not acquire implicit access rights to the information or rights to redistribute the information. The Bidder understands that civil, criminal, or administrative penalties may apply for failure to protect information appropriately.

9.22. Sensitive Information

Any information considered sensitive must be protected by the selected bidder from unauthorized disclosure, modification or access. Types of sensitive information that will be found on Company’s systems the selected bidder may support or have access to include, but are not limited to: Information subject to special statutory protection, legal actions, disciplinary actions, complaints, IT security, pending cases, civil and criminal investigations, etc.

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9.23. Privacy and Security Safeguards The selected bidder shall not publish or disclose in any manner, without the Company’s prior written consent, the details of any security safeguards designed, developed, or implemented by the selected bidder under this contract or existing at any Company location. The selected bidder shall also ensure that all sub-contractors who are involved in providing such security safeguards or part of it shall not publish or disclose in any manner, without the Company’s prior written consent, the details of any security safeguards designed, developed, or implemented by the selected bidder under this contract or existing at any Company location.

9.24. Confidentiality

“Confidential Information” means any and all information that is or has been received by the selected bidder (“Receiving Party”) from the Company (“Disclosing Party”) and that relates to the

Disclosing Party; and is designated by the Disclosing Party as being confidential or is disclosed in circumstances where the Receiving Party would reasonably understand that the disclosed information would be confidential or is prepared or performed by or on behalf of the Disclosing Party by its employees, officers, directors, agents, representatives or consultants.

Without limiting the generality of the foregoing, Confidential Information shall mean and include any information, data, analysis, compilations, notes, extracts, materials, reports, drawings, designs, specifications, graphs, layouts, plans, charts, studies, memoranda or other documents, or materials relating to the licensed software, the modules, the program documentation, the source codes, the object codes and all enhancements and updates, services, systems processes, ideas, concepts, formulas, methods, know how, trade secrets, designs, research, inventions , techniques, processes, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, business affairs, projects, technology, finances (including revenue projections, cost summaries, pricing formula), clientele, markets, marketing and sales programs, client and customer data, appraisal mechanisms, planning processes, etc. or any existing or future plans, forecasts or strategies in respect thereof.

“Confidential Materials” shall mean all tangible materials containing Confidential Information, including, without limitation, written or printed documents and computer disks or tapes, whether machine or user readable. Information disclosed pursuant to this clause will be subject to confidentiality forever.

Nothing contained in this clause shall limit the selected bidder from providing similar services to any third parties or reusing the skills, know-how and experience gained by the employees in providing the services contemplated under this clause, provided further that the selected bidder shall at no point use the Company’s confidential information or Intellectual property.

The Receiving Party shall, at all times regard, preserve, maintain and keep as secret and confidential all Confidential Information and Confidential Materials of the Disclosing Party howsoever obtained and agrees that it shall not use the Company’s confidential information or IPR, without obtaining the written consent of the Company.

9.25. Disclosing Party

The Disclosing Party shall disclose, transmit, reproduce or make available any such Confidential Information and materials to any person, firm, company or any other entity other than its directors, partners, advisers, agents or employees, sub-contractors and contractors who need to know the same for the purposes of maintaining and supporting the solution provided as a part of the RFP/ Contract. The Receiving Party shall be responsible for ensuring that the usage and confidentiality by its directors, partners, advisers, agents or employees, sub-contractors and contractors is in accordance with the terms and conditions and requirements of this RFP; or

Unless otherwise agreed herein, use of any such Confidential Information and materials for its own benefit or the benefit of others or do anything prejudicial to the interests of the

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Disclosing Party or its customers or their projects. In maintaining confidentiality hereunder, the Receiving Party on receiving the Confidential

Information and materials agrees and warrants that it shall: o Take at least the same degree of care in safeguarding such Confidential Information

and materials as it takes for its own confidential information of like importance and such degree of care shall be at least, that which is reasonably calculated to prevent such inadvertent disclosure

o Keep the Confidential Information and Confidential Materials and any copies thereof secure and in such a way so as to prevent unauthorized access by any third party

o Limit access to such Confidential Information and materials to those of its directors, partners, advisers, agents or employees, sub-contractors and contractors who are directly involved in the consideration/evaluation of the Confidential Information and bind each of its directors, partners, advisers, agents or employees, sub-contractors and contractors so involved to protect the Confidential Information and materials in the manner prescribed in this document

o Upon discovery of any unauthorized disclosure or suspected unauthorized disclosure of Confidential Information, promptly inform the Disclosing Party of such disclosure in writing

o and immediately return to the Disclosing Party all such information and materials, in whatsoever form, including any and all copies thereof

The Receiving Party who receives the Confidential Information and Materials agrees that on receipt of a written demand from the Disclosing Party, immediately return all written Confidential Information, Confidential Materials and all copies thereof provided to, or produced by it or its advisers, as the case may be, which is in Receiving Party’s possession or under its custody and control

To the extent practicable, immediately destroy all analyses, compilations, notes, studies, memoranda or other documents prepared by it or its advisers to the extent that the same contain, reflect or derive from Confidential Information relating to the Disclosing Party

So far as it is practicable to do so, immediately expunge any Confidential Information relating to the Disclosing Party or its projects from any computer, word processor or other device in its possession or under its custody and control

To the extent practicable, immediately furnish a certificate signed by its director or other responsible representative confirming that to the best of his/her knowledge, information and belief, having made all proper enquiries, the requirements of this paragraph have been fully complied with

The rights in and to the data/information residing at the Company’s premises, even in the event of disputes shall at all times solely vest with the Company

The Bidder represents and agrees that during the term of this RFP and subsequent contract, the Company shall not be responsible for any loss/damage (including malfunctioning or non- functioning of Deliverables) caused to the Deliverables for any reason, unless such loss/damage (including malfunctioning or non-functioning of Deliverables) is caused due to the willful act or gross willful misconduct of the Company or any of its personnel as certified jointly by the Company and Selected bidder. In such an event, the selected bidder shall promptly repair and/or replace the non-performing Deliverable with a suitable replacement, if required, without affecting the service level standards in this RFP.

The restrictions in the preceding clause shall not apply to: I. Any information that is publicly available at the time of its disclosure or becomes

publicly available following disclosure (other than as a result of disclosure by the Disclosing Party contrary to the terms of this document); or any information which is independently developed by the Receiving Party or acquired from a third party to the extent it is acquired with the valid right to disclose the same

II. Any disclosure required by law or by any court of competent jurisdiction, the rules and regulations of any recognized stock exchange or any enquiry or investigation by any governmental, statutory or regulatory body which is lawfully entitled to require any such disclosure provided that, so far as it is lawful and practical to do so prior to such disclosure, the Receiving Party shall promptly notify the Disclosing Party of such

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requirement with a view to providing the Disclosing Party an opportunity to obtain a protective order or to contest the disclosure or otherwise agree to the timing and content of such disclosure.

III. The Confidential Information and Materials and all copies thereof, in whatsoever form shall at all times remain the property of the Disclosing Party and its disclosure hereunder shall not confer on the Receiving Party any rights whatsoever beyond those contained in this document or subsequent agreement

IV. Confidential Information is any and all proprietary information disclosed by one party to the other. Confidential Information does not include information that is or becomes available to the recipient prior to the party providing such information or is public information in accordance with the applicable laws.

V. The selected bidder shall also undertake to keep confidential all information (written or oral) concerning all facts of the business of the Company, which has been obtained or understood during the course of the assignment.

The confidentiality obligations shall survive the expiry or termination of the agreement/contract between the Selected Bidder and the Company.

9.26. Grievance Redressal Any Bidder who claims to have a grievance against a decision or action with regards to the provisions of this RFP may file a request to The Chief Finance Officer at [email protected] It may please be noted that the grievance can be filed by only that Bidder who has participated in Procurement proceedings in accordance with the provisions of this RFP.

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ANNEXURE TO SCC

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ANNEXURE-1 to SCC

TIME SCHEDULE

Section -01

Time of completion for the entire audit shall be 07 months from date

of issuance of LOI/Service Order.

Note:

1. The time of completion is applicable for individual section. 2. The time of completion as mentioned above is for the total scope of work including closure of

contract (work order) as mentioned in the bidding document and includes the 15 (Fifteen) Days mobilization period.

3. Effective Date shall mean the date on which Bidder's obligations will commence and that will be date of issuance of Specific Notice.

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ANNEXURE–3 to SCC

TERMS OF PAYMENT

Payment Terms shall be as follows:

1- Within 2 weeks from the date of signing of Engagement Letter- 20% 2- Submission of Draft Report - 45% 3- Submission of Final Report- 35%

Payments will be made within 30 days from the date of acceptance of Invoice by Company.

1 MODE OF PAYMENT

1.1 The Purchaser will verify the invoices, relevant documents, and undisputed payment will be released directly to the service provider within 30 days of receipt of invoice along with all relevant documents.

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BIDDER’S GENERAL INFORMATION

To,

M/s IndianOil-Adani Gas Pvt. Ltd.,

306-309, 3rd Floor, Salcon Aurum Building,

Plot No. 04, Jasola Distt Centre,

New Delhi-110025

1-1 Bidder Name: ________________________________________ 1-2 Number of Years in Operation: ________________________________________ 1-3 Bid Offer Ref. No. & date ________________________________________ 1-4 Contact person name & mobile no. ________________________________________ 1-5 Address of Registered Office: ________________________________________ City________________ State _________

Country _______________ PIN/ZIP__________

1-6 Operation Address if different from above: ________________________________________

________________________________________

City________________ State _________

Country _______________ PIN/ZIP__________

1-7 Telephone Number: _______________________________________ (Country Code) (Area Code) (Telephone Number)

1-8 E-mail address: ________________________________________ 1-9 Website: ________________________________________ 1-10 Fax Number: ________________________________________ (Country Code) (Area Code) (Telephone Number)

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1-11 ISO Certification, if any ________ {If yes, please furnish details & copy of certification} 1-12 Banker’s Name : _____________________________________

1-13 Branch : _____________________________________

1-14 Branch Code : __________________________________

1-15 Bank account number : _____________________________________

1-16 GST No: _____________________________________

1-17 PAN No. : _____________________________________

1-18 Whether SSI/NSIC Registrant Or not : _____________________________________ (If yes, please provide details & copies of registration certificate)

(SIGNATURE OF BIDDER WITH SEAL)

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INTEGRITY PACT

(To be executed on plain paper) Between IndianOil-Adani Gas Pvt. Ltd, (A Joint Venture of Adani Gas Limited (AGL) & IndianOil Corporation Limited (IOCL), (herein-after referred to as "Principal ").

AND

---------------------------------------------------------------------------------- (here-in-after referred to as "The Bidder/ Bidder"). (Principal and the Bidder/Bidder are here-in-after are referred to individually as "Party" or collectively as "Parties").

PREAMBLE

The Principal intends to award under laid down organizational procedures, contracts for ............................ ...................... The Principal values full compliance with all relevant laws and regulations, and the principles of economic use of resources, and of fairness and transparency in its relations with its Bidder/s and Bidder/s.

In order to achieve these goals, the Principal co-operates with the renowned International Non-Governmental Organization 'Transparency International' (TI). Following TI's national and international experience, the Principal will appoint an Independent External Monitor who will monitor the tender process, the execution of the contract etc. For compliance with the principles mentioned above.

Section 1 - Commitments of the Principal

The Principal commits itself to take all measures necessary to prevent corruption and to observe the following Principles in this regard:-

No employee of the Principal, either in person or through family members, including relatives, will in connection with the tender for or the execution of a contract, demand or accept a promise for or accept for him/herself or for a third person, any material or immaterial benefit to which he/she is not legally entitled.

The Principal shall, during the tender process treat all Bidders with equity. The Principal undertakes and ensures that before and during the tender process shall provide and share 'the same information to all Bidders and will not provide to any Bidder confidential / additional information through which one particular Bidder could take an advantage in relation to the tender process or the contract execution.

The Principal will exclude from the process all known prejudiced persons.

If the Principal obtains information on the conduct of any of its employees which is a criminal offence under the Anti- Corruption Laws of India, or if there be a substantive suspicion in this regard, the Principal will inform its Vigilance Office and in addition can initiate disciplinary actions.

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Section - 2 - Commitments and Undertakings by the Bidder/Bidder

The Bidder / Bidder commit and undertake to take all measures necessary to prevent malpractices & corruption. He commits himself to observe the following principles during his participation in the tender process and during the contract execution:

The Bidder / Bidder undertakes not to, directly or through any other person or firm offer, promise or give or influence to any employee of the Principal associated with the tender process or the execution of the contract or to any other person on their behalf any material or immaterial benefit to which he / she is not legally entitled in order to obtain in exchange any advantage of any kind whatsoever during the tender process or during the execution of the contract.

The Bidder / Bidder undertakes not to enter into any undisclosed agreement or understanding, whether formal or informal with other Bidders. This applies in particular to prices, specifications, certifications, subsidiary contracts, submission or non-submission of bids or any other action to restrict competitiveness or to introduce cartelisation in the bidding process.

The Bidder / Bidder undertakes not to commit any offence under the relevant Anti-corruption Laws of India. Further, the Bidder / Bidder will not use improperly any information or document provided by the Principal as part of the business relationship regarding plans, technical proposals and business details, including information contained or transmitted electronically for the purposes of competition or personal gain and will not pass the information so acquired on to others.

The Bidder / Bidder will, when presenting his bid undertakes to disclose any and all payments made, is committed to or intends to make to agents, brokers or any other intermediaries in connection with the award of the contract.

The Bidder / Bidder will not instigate and allure third persons / parties to commit offences outlined above or be an accessory to such offences.

Section 3 - Disqualification from tender process and exclusion from future contracts

If the Bidder, before the award of contract, has committed a transgression through a violation of any provisions of Section 2 or in any other form so as to put his reliability or credibility as Bidder into question, the Principal shall be entitled to disqualify, put on holiday or blacklist the Bidder including from the future tender process or to terminate the contract, if already signed, on that ground.

If the Bidder / Bidder has committed a transgression through a violation of any provisions of Section 2 so as to put his reliability or credibility into question, the Principal shall be entitled to exclude including blacklist and put on holiday the Bidder / Bidder from entering into any IOAGPL future contract tender processes. The imposition and duration of the exclusion will be determined by the severity of the transgression. The severity will be determined by the Principal taking into consideration the full facts and circumstances of each case particularly taking into account the number of transgressions, the position of the transgressors within the company hierarchy of the Bidder and the amount of the damage. The exclusion may be imposed for a minimum period of 6 months and maximum of three years.

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A transgression is considered to have occurred if the Principal after due consideration of the available evidence, concludes that no reasonable doubt is possible.

The Bidder with its free consent and without any influence agrees and undertakes to respect and uphold the Principal's absolute rights to resort to and impose such exclusion and further accepts and undertakes not to challenge or question such exclusion on any ground, including the lack of any hearing before the decision to resort to such exclusion is taken. This undertaking is given freely and after obtaining independent legal advice.

Subject to the full satisfaction of the Principal, the exclusion of the Bidder / Bidder could be revoked – by Principal prematurely if the bidder / Bidder can prove that he has restored / recouped the damage caused by him and has installed a suitable corruption prevention system in his organization.

Section - 4 - Forfeiture of EMD / Security Deposits

If the Principal has disqualified the Bidder from the tender process prior to the award in terms of Section 3, and during the execution of the contract, the Principal shall forfeit Earnest Money Deposit (If Any)/ bid security money, encash the bank guarantee including due payments in addition to blacklisting or putting on holiday the bidder and terminating the contract.

If the Principal has terminated the contract according to Section 3, or if the Principal is entitled to terminate the contract according to Section 3, the Principal shall be entitled to demand and recover from the Bidder liquidated damages equivalent to Earnest Money Deposit (If Any)/ Security Deposit / Performance Bank Guarantee.

The bidder agrees and undertakes to pay the said amounts without protest or demur subject only to condition that if the Bidder / Bidder can prove and establish that the exclusion of the Bidder from the tender process or the termination of the contract after the contract award has caused no damage or less damage than the amount of the liquidated damages, the Bidder / Bidder shall compensate the Principal only to the extent of the damage in the amount proved.

Section - 5 - Previous Transgression

The Bidder swears on oath that no previous transgression has occurred during the last three years with any other Company in any country conforming to the TI approach or including with any other Public Sector Enterprise / Under- taking in India that could justify his exclusion from the tender process.

If the Bidder makes incorrect statement on this subject, he shall be disqualified from the tender process or the contract, if already awarded, could be liable to be terminated on this ground.

Section - 6 - Equal Treatment to all Bidders / Bidders / SubBidders

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The Bidder / Bidder undertakes to demand from all its sub-Bidders, if any, an undertaking and commitment in conformity with this Integrity Pact, and to submit it to the Principal before signing of the contract.

The Principal will enter into agreements with similar conditions, as stipulated herein, with all Bidders, Bidders and SubBidders.

The Principal shall disqualify from the tender process all Bidders who do not sign this Pact or violate any of its provisions.

Section - 7 - Criminal Charges against violating Bidders / Bidders / Sub-Bidders

If the Principal obtains knowledge of conduct of a Bidder, Bidder or SubBidder, or of an employee or a representative or an associate of a Bidder, Bidder or SubBidder which constitutes corruption, or if the Principal has substantive suspicion in this regard, the Principal will inform the Vigilance Office / Department for initiating appropriate action for above.

Section - 8 - Independent External Monitor / Monitors

(Three in number depending on the size of the contract) (To be decided by the Chairperson of the Principal)

The Principal appoints competent and credible external independent Monitor for this Pact. The task of the Monitor is to review independently and objectively, whether and to what extent the parties comply with the obligations under this agreement.

The Monitor is not subject to any instructions by the representatives of the parties and performs his functions neutrally and independently. He reports to the Chairperson of the Board of the Principal.

The Bidder accepts that the Monitor has the right to access without restriction to all Project documentation of the Principal including that provided by the Bidder. The Bidder will also grant the Monitor, upon his request and demonstration of a valid interest, unrestricted and unconditional access to his project documentation. The same is applicable to Sub-Bidders. The Monitor is under contractual obligation to treat the information and documents of the Bidder / Bidder / Sub-Bidder with confidentiality.

The Principal will provide to the Monitor 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 Principal and the Bidder. The parties offer to the Monitor the option to participate in such meetings.

As soon as the Monitor notices, or believes to notice, a violation of this agreement he will so inform the Management of the Principal and request the Management to discontinue or heal the violation or to take other relevant action. The monitor can in this regard submit non-binding recommendations. Beyond this, the

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Monitor has no right to demand from the parties that they act in a specific manner, refrain from action or tolerate action. However, the Independent External Monitor shall give an opportunity to the bidder / Bidder to present its case before making its recommendations to the Principal.

The Monitor will submit a written report to the Chairperson of the Board of the Principal within 8 to 10 weeks from the date of reference or intimation to him by the 'Principal' and should the occasion arise, submit proposals for taking corrective measures.

Monitor shall be entitled to compensation by the Principal on the same terms & conditions as being extended to/provided to Outside Expert Committee Members of IOAGPL.

If the Monitor has reported to the Chairperson of the Board a substantiated suspicion of an offence under relevant Anti-Corruption laws of India, and the Chairperson has not, within reasonable time, taken visible action to proceed against such offence or reported it to the Vigilance Office, the Monitor may also transmit this information directly to the Central Vigilance Commissioner, Government of India.

The word 'Monitor' would include both singular and plural.

Independent External Monitor shall be required to maintain confidentiality of the information acquired and gathered during their tenure / role as Independent Monitor. Any breach in this regard would be subject to the legal judicial system of India.

The Independent External Monitors - shall be responsible to oversee the implementation of Integrity Pact Program to prevent corruption, bribes or any other unethical practices in the IOAGPL. However, Monitor(s) shall be personally and severally be liable for any action or suit brought by Bidder / Bidder / against the Monitor, in case the findings of Independent Monitor is / are found incorrect or biased or prejudiced.

Independent External Monitor(s) shall be required to furnish an under taking and shall disclose before taking any assignment that he / she has no interest in the matter or connected with the party (bidder / Bidder) in any manner.

Section - 9 - Pact Duration

The provisions of this Pact shall come into effect from the date of signing of this Pact by the both parties. It expires for the Bidder 12 months after the last payment under the respective contract, and for all other Bidders 6 months after the contract has been awarded.

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If any claim is made / lodged by either party during this time, the same shall be binding and continue to be valid despite the lapse of this pact as specified above, unless it is discharged/determined by the Chairperson of the Principal.

Section - 10 - Miscellaneous Provisions

This agreement is subject to Indian Law. Place of performance and jurisdiction is the Registered Office of the Principal, i.e. New Delhi. The Arbitration clause provided in main tender document / contract shall not be applicable for any issue / dispute arising under Integrity Pact.

Changes and supplements as well as termination notices, if any, need to be made in writing. Side Agreements have not been made.

If the Bidder / Bidder is a partnership concern or a consortium, this agreement must be signed by all partners or consortium members.

In case any or several of the provisions of this agreement turn out to be void, the remainder of this pact shall remain valid. The parties to this pact however, shall strive to come to an agreement to their original intentions in such a case.

--------------------------------- -----------------------------------

(Name & Designation) (Name & Designation)

For the Principal For the Bidder / Bidder

Place : ----------------------------------- Witness -1 -------------------------------

Date : ----------------------------------- Witness 2---------------------------------

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F-2 BID FORM

To

M/s Indian Oil Adani Gas Pvt. Ltd.,



New Delhi-110025

Dear Sir,

After examining/reviewing the bid documents of said tender, including technical specifications, drawings, GCC, SCC and schedule of rates etc. the receipt of which is hereby duly acknowledged, we, the undersigned, pleased to offer to execute the whole of the works in conformity with the said Bid Documents, including Corrigendum / Addendum issued if any.

We confirm that this bid is valid for a period of three (3) months from the date of opening of Price Bid, and it shall remain binding upon us and may be accepted by any time before the expiration of that period.

Until a final Contract is prepared and executed, the bid together with your written acceptance thereof in your notification of award shall constitute a binding Contract between us.

We understand that Bid Document is not exhaustive and any action and activity not mentioned in Bid Documents but may be inferred to be included to meet the intend of the Bid Documents shall be deemed to be mentioned in Bid Documents unless otherwise specifically excluded and we confirm to perform for fulfilment of Contract and completeness of the Facility in all respects within the time frame and agreed price.

We understand that you are not bound to accept the lowest priced or any bid that you may receive.

SEAL AND SIGNATURE

DATE:

Duly authorized to sign bid for and on behalf of ____________________________________

(SIGNATURE OF WITNESS) WITNESS NAME: ADDRESS:

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CERTIFICATE

To M/s Indian Oil Adani Gas Pvt. Ltd.,



New Delhi-110025.

Dear Sir, If, we become a successful bidder and pursuant to the provisions of the Bidding Documents and contract is awarded to us the following certificate shall be automatically enforceable: “We agree and acknowledge that the Service Provider /Auditor is entering into the Contract solely on its own behalf and not on behalf of any other person or entity. In particular, it is expressly understood and agreed that the Government of India is not a party to the Contract and has no liabilities, obligations or rights there under. It is expressly understood and agreed that the Service Provider/ Auditor is authorized to enter into Contract, solely on its own behalf under the applicable laws of India. We expressly agree, acknowledge and understand that the Purchaser is not an agent, representative or delegate of the Government of India. It is further understood and agreed that the Government of India is not and shall not be liable for any acts, omissions, commissions, breaches or other wrongs arising out of the Contract. Accordingly, we hereby expressly waive, release and forego any and all actions or claims, including cross claims, VIP claims or counter claims against the Government of India arising out of the Contract and covenants not to sue to Government of India as to any manner, claim, cause of action or things whatsoever arising of or under the Contract.”

SEAL AND SIGNATURE OF BIDDER

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FORM F-6

NO DEVIATION CONFIRMATION

(Tender/ Bid Document No. ____________________)

EXCEPTION AND DEVIATION STATEMENT

NAME OF WORK :

BID DOCUMENT NO. :

Bidder may stipulate exceptions and deviations to Bid Document, if considered unavoidable as per the following format:

SL. NO. CLAUSE NO. PAGE NO. OF TENDER

DOCUMENT

DEVIATION REASONS FOR

DEVIATION

We confirm that any exceptions/deviations brought out by us elsewhere in our offer shall not be considered as valid and

should be ignored by the Company.

NAME OF BIDDER : ____________________

SIGNATURE OF BIDDER :____________________

& SEAL

Tender Documents - Internal Audit R3 Final

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