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India Infrastructure Finance Company Limited, East Kidwai Nagar, New Delhi
October, 11th 2019
 -DNBS.ND. No.1222 /  / 04 17 004/2013 - 14)
  :    ,  2,  ,   ,  - 110023
    : + 91-11-24662777,  : + 91-11-20815125, 20815117
                   : www.iifcl.org
              : U67190DL2006GO1144520



  IIFCL/IAD/Proc/2019-20/03  4 th October, 2019




                                                        Page 1 of 49
Request for Proposal (RFP) for Appointment of Concurrent Auditor for Concurrent Audit
             of Operations of India Infrastructure Finance Company Limited




                             A Govt. of India Enterprise


          (Registered with RBI w.e.f 9th September 2013 vide Certificate of
       Registration no. DNBS.ND. No.1222/Regn. New/04 17 004/2013 ­ 14)
Regd. Office : Plate A & B, Tower 2, NBCC Centre, East Kidwai Nagar, Delhi - 110023
            Phone : +91-11-24662777, Fax : +91-11-20815125, 20815117
                               Website: www.iifcl.org
                          CIN : U67190DL2006GO1144520

       Tender No. IIFCL/IAD/Proc/2019-20/03 Dated 3rd October 2019




                                                                           Page 2 of 49
                                       DISCLAIMER

The information contained in this Request for Proposal (RFP) document or information
provided subsequently to the bidder(s) or applicants whether verbally or in documentary
form, by or on behalf of India Infrastructure Finance Company Limited (IIFCL) is provided
to the bidder(s) on the terms and conditions set out in this RFP document and all other terms
and conditions, subject to which such information is provided.

This RFP document is not an agreement and is neither an offer nor an invitation to offer by
IIFCL. This RFP is to invite proposals from applicants who are qualified to submit the bids
("Bidders"). The purpose of this RFP is to provide the Bidder(s) with information and to
assist them in formulation of their proposals ("Bids"). This RFP does not claim to contain
all the information, which each Bidder may require. Each Bidder should, at its own cost
without any right to claim reimbursement, conduct its own investigations, analysis and
should check the accuracy, reliability and completeness of the information in this RFP and
wherever felt necessary obtain independent advice. IIFCL makes no representation or
warranty and shall incur no liability under any law, statute, rules or regulations as to the
accuracy as to the accuracy, reliability or completeness of this RFP.

The information contained in this RFP document is selective and is subject to update,
expansion, revision and amendment. IIFCL does not undertake to provide any Bidder with
access to any additional information or to update the information in this RFP document or to
correct any inaccuracies if any therein, which may become apparent. IIFCL reserves the
right of discretion to change, modify, add to or alter any or all of the provisions of this RFP
and/ or bidding process, without assigning any reasons whatsoever. Such change will be
intimated or made accessible to all Bidders or can be accessed in website of IIFCL. Any
information contained in this RFP document will be superseded by any later written
information on the same subject made available/ accessible to Bidder(s) by IIFCL.

Information provided by IIFCL in this RFP is on a wide range of matters, some of which
may depend upon interpretation of law. The information given is not intended to be an
exhaustive account of statutory requirements and should not be regarded as a complete or
authoritative statement of law. Further, IIFCL also does not accept liability of any nature
whether from negligence or otherwise howsoever caused arising from reliance of any Bidder
upon the statements contained in this RFP.

IIFCL reserves right to reject any or all the Bids received in response to this RFP at any
stage without assigning any reason whatsoever and without being liable for any losses/
injury that Bidder might suffer due to such reason. The decision of IIFCL shall be final,
conclusive and binding to all the Bidders/ parties directly or indirectly connected with the
bidding process.
                                                                                   Page 3 of 49
Definition of Terms used in this RFP:

The following terms are used in the document interchangeably to mean:

1.   "FY" means financial year;
2.   "The Company" means India Infrastructure Finance Company Limited (IIFCL);
3.   "The Contract" means the agreement entered into between the Company, represented
     by its Head Office / Regional Offices and the Supplier of goods and services, as
     recorded in the Contract Form signed by the parties, including all attachments and
     appendices thereto and all documents incorporated by reference therein;
4.    "The Contract Price" means the price payable to the Bidder under the Contract for the
     full and proper performance of its contractual obligations;
5.    "TCC" means the Terms and Conditions of Contract contained in this section;
       and
6.   "The Project Site" means various Head Office/Branches/Administrative offices of
     IIFCL;
7.   "RFP" shall mean Request for Proposal;
8.   "Successful Bidder" means the bidder selected as the successful bidder by IIFCL in
     accordance with this RFP who is also referred to as the "Concurrent Auditor".




                                                                               Page 4 of 49
                             Critical Information ­ Summary


1)      The RFP is published on IIFCL website www.iifcl.org, & Govt's e-procurement
        portal. IIFCL reserves the right to change the RFP requirements. However, any such
        changes will be posted on the web site.
2)      Bidders are advised to study the tender document carefully. Submission of Bids shall
        be deemed to have been done after careful study and examination of the tender
        document with full understanding of its implications.
3)      Last date for submission of proposal/Bid in response to this RFP: 18th November
        2019 [04.00 p.m.].
4)      Any clarifications/queries from Bidder resulting in any change in requirement shall
        be posted on IIFCL website. Hence, before submitting Bids, Bidder must ensure that
        such clarifications / changes have been considered by them. IIFCL will not have any
        responsibility in case some omission is done by any Bidder. Last date for submission
        of any clarifications/queries regarding RFP: 18th October 2019 (04.00 p.m.)
5)      In case of any clarification and queries required by IIFCL to assist in the
        examination, evaluation and comparison of Bids, IIFCL may, at its discretion, ask
        the Bidder for such clarification/query. The response / clarification shall be in
        writing and no change in the price of substance of the Bid shall be sought, offered or
        permitted.
6)      Proposal must be submitted before the last date. Fax/e-mailed copies of any proposal
        will not be accepted and would be rejected by IIFCL.
7)      Please note that all the information is required to be submitted in accordance with
        this RFP and in compliance with the Applicable Laws. Incomplete information in
        these areas may lead to non-selection/rejection.
8)      Modification And/ Or Withdrawal of Bids:
        Bids once submitted will be treated as final and no further correspondence will be
        entertained. No Bid shall be modified after the deadline for submission of bids. No
        Bidder shall be allowed to withdraw the bid, if bidder happens to be the successful
        Bidder.
9)      IIFCL has the right to reject at its sole discretion any or all tenders/Bids received
        during this bidding process without assigning any reason whatsoever.
10)     IIFCL reserves the right to amend, rescind or reissue this RFP and all amendments
        will be advised to the Bidders and such amendments will be binding on them.
11)     The information provided by the Bidders in response to RFP will become the
        property of IIFCL and will not be returned.


NOTE:

IIFCL SHALL NOT BE RESPONSIBLE FOR NON-RECEIPT / NON-DELIVERY OF
THE BID DOCUMENTS DUE TO ANY REASON, WHATSOEVER.




                                                                                  Page 5 of 49
                                           Index
Sr. No.   Particulars                                    Pg No.

1         Tender Details                                 8-9

2         Introduction

2.1       About IIFCL                                    10

2.2       Purpose of RFP                                 10

3         Scope of Work                                  10.11

4         Tender Methodology                             11-12

5         Technical Bid

5.1       Eligibility Criteria                           12

5.2       Technical Evaluation                           12-13

6         Financial Bid

6.1       Financial Evaluation                           14

6.2       Techno Financial Evaluation                    14

7.        Report Submission/Deliverables                 14-15
8         Fees /compensation

8.1       Professional fees                              15

8.2       Payments                                       16

8.3       Performance Guarantee                          16
9.        Tenure of Contract                             16-17

10        Terms & Conditions                             17-18

10.1      Penalties                                      18-19
10.2      Confidentiality & Indemnity                    19

10.3      Signing of Integrity Pact by Bidder & IIFCL    20

10.4      Submission of Certificate cum Declaration of No 20
          Conflict of Interest


                                                                  Page 6 of 49
11.     Disclaimers                                              20.22

12      Annexures                                                26 Onwards

I.      Verticals/Departments of IIFCL
II      Indemnity & Confidentiality Declaration

III     Technical Bid Covering Letter

III A   Bidder Details

III B   Eligibility Fulfillment Checklist

III C   Integrity Pact

III D   Certificate cum declaration of No Conflict of Interest

III E   Bidder Bank details Form (for refund of EMD)

IV      Financial Bid Letter

V       Performance Guarantee




                                                                              Page 7 of 49
1      Tender/Bid Details

Sr.   Tender No IIFCL/IAD/Proc/2019-20/03 Dated 3rd October 2019
No.
1     Name of the Assignment             Concurrent Auditor for conducting Concurrent Audit
                                         of IIFCL.

2     Cost of Tender to IIFCL            Rs. 2,000/- (Rupees Two Thousand Only) (Non-
                                         refundable)

3.    EMD                                Rs.10,000/- (Rupees Ten Thousand Only)

4.    Submission of Tender Fee & Account Name ­ India Infrastructure Finance
      EMD Amount (Total Rs. 12,000/- Company Limited
      )(Rupees Twelve Thousand)      Bank ­ IDBI Bank
                                     A/c No. ­ 011102000073352
                                     IFSC ­ IBKL0000011

                                       UTR No. to be mentioned in the Bid mandatorily
5.    Refund of EMD                    The EMD of unsuccessful Bidders will be returned
                                       without any interest within 30 (thirty) days of
                                       announcement of successful Bidder on IIFCL
                                       website.
                                       EMD of Successful Bidder will be kept as
                                       performance security & the amount would be
                                       reduced from the performance guarantee amount to
                                       be submitted.
6.    Submission     of    Performance The Successful Bidder on receipt of a letter of
      Guarantee                        appointment from IIFCL shall furnish a bank
                                       guarantee, by way of performance security,
                                       equivalent to 10% (ten per cent) of the total contract
                                       value/bid value, within 15 (fifteen) days from
                                       notification of award. The amount of EMD would be
                                       reduced from the performance guarantee amount as
                                       aforementioned in Point No. 5
7.    Publishing Of Tender Documents IIFCL website (www.iifcl.org)
                                       Central      Public          Procurement        Portal
                                       (www.eprocure.gov.in)
                                         Tender Wizard (www. tenderwizard.com)
8.    E- Proposal Submission             At Tender Wizard ­ www.tenderwizard.com/iifcl

                                         Bids not submitted through e tender portal shall
                                         be summarily rejected. No communication in this
                                         regard shall be entertained. Hard copies/printed
                                         version will not be accepted.
9.    Tender Wizard Portal Fee           Tender Wizard Fee is to be paid as applicable
10.   E-Proposal Submission Support      Mr. Sachin, Mob- 9555926408
                                                                                Page 8 of 49
                                           Mail- helpline4tenderwizard@gmail.com
                                           Mr. Pushpraj, Mob- 7503347659
                                           Mail- helpline14tenderwizard@gmail.com

11.    Language                            Proposals should be submitted in English only

11.    Bid Validity                        Proposals must remain valid for evaluation up to 180
                                           (One Hundred & Eighty) days from the last date of
                                           Submission of the Bid.

12.    Currency                            Currency in which the Applicants may quote the
                                           price and will receive payment is INR only.

13.    Last date for receipt of written 18th October 2019 04.00 p.m.
       queries for clarification from
       Bidders

14.    Last Date of Submission of Bids     18th November 2019 ( 04.00 p.m.).

15..   Venue, Date and Time of opening At 11.00 A.M., on the next working day of last date
       of Technical Bids               of bid submission, at IIFCL Corporate office.

16.    Pre-bid meeting                     No

17..   Venue, Date and Time of opening The financial bids of only those Bidders who qualify
       of Financial Bids               the technical bid will be opened. The date, venue and
                                       time will be communicated to such technically
                                       qualified bidders for further evaluation and ranking.

18.    Contact Persons

        Name & Designation               Phone               Email
        Mrs. Indu Malhotra (M)           011-24662713        indu@iifcl.org

        Mrs. Sonu Sharma(M)              011-24662682        Sonu.sharma@iifcl.org


Note:
1        IIFCL reserves the right to change the abovementioned dates without assigning any
         reasons thereof. Intimation of the same shall be notified on IIFCL's website.
2        This RFP is non- transferable.
3        If a holiday is declared on the dates mentioned above, the proposals shall be
         received / opened on the next working day at the same time specified above and at
         the same venue unless communicated otherwise.

                                                                                Page 9 of 49
2      Introduction

2.1    About IIFCL

IIFCL is a Government of India company set up in the year 2006 to provide long-term
finance to viable infrastructure projects through the Scheme for Financing Viable
Infrastructure Projects through a Special Purpose Vehicle called India Infrastructure
Finance Company Ltd (IIFCL), broadly referred to as SIFTI.

IIFCL is engaged in providing long term financial assistance to commercially viable
infrastructure projects with overriding priority to Public Private Partnership (PPP) projects.
The sectors eligible for financial assistance from IIFCL are as per the Harmonized list of
Infrastructure Sub-Sectors as approved by the Government and RBI and as amended from
time to time. These broadly include transportation, energy, water, sanitation,
communication, social and commercial infrastructure. IIFCL has been registered as a
NBFC-ND-SI-IFC with RBI since September 2013.

For further details about IIFCL, bidders may visit IIFCL website (www.iifcl.org).

2.2    Purpose of RFP

The purpose of RFP is to shortlist experienced professional firm/Limited Liability
Partnership (LLP) of Chartered Accountants, for appointment of Concurrent Auditor for
undertaking Concurrent Audit of IIFCL for FY 2019-20.

3.     Scope of Work
The responsibilities of the shortlisted audit firm will include as follows:

1.    Regular, systematic and timely examination/auditing of all financial transaction of
      IIFCL within a period of 5 (five) days of its occurrence with an emphasis to ensure
      accuracy, authenticity, compliance with procedures and guidelines and correct
      replication in the SAP System. The verification of all the financial transactions will
      start from the FY 2019-20 i.e. starting from 1st April 2019 till 31st March 2020. The
      shortlisted firm has to plan the audit in such a way that all financial transactions since
      1st April 2019 are covered under the audit and simultaneously the ongoing
      transactions, from the date of commencement of the assignment by the firm, will be
      checked in near real time basis i.e. within a period of 5 (five) days of the occurrence
      of the transactions. Concurrent audit of transactions occurring between 1st April 2019
      and the date of commencement of the assignment shall be completed within 60 (sixty)
      days of commencement of the assignment.

                                                                                  Page 10 of 49
 2.       Preparation of check lists for smooth conduct of the concurrent audit on the basis of
          extant circulars, guidelines, Policies, Manuals and on brief discussions with the
          concerned departments to understand the process flow of financial transactions. Such
          checklist should be exhaustive in nature covering all probable areas of financial
          transactions. A list of departments of IIFCL is attached at Annexure I.
 3.       To verify/vouch and confirm the transactions to a reasonable level and report on
          compliance as to whether the transactions are booked under proper heads of accounts
          and certify that the accounting entry passed in SAP system is flowing properly in
          ledgers/sub-ledgers /sub accounts/ as per the accounting procedure and reflecting
          properly in financial statements. Any unusual item/matter, on which necessary
          clarifications could not be given by the Departments, to be indicated.
 4.       To verify and confirm compliance with all applicable guidelines/policies, laid down
          rules and circulars along with all statutory guidelines/instructions received from
          regulators like Reserve Bank of India (RBI), Government of India (GoI), SEBI and all
          concerned authorities, in respect of the flow of transaction data.
 5.       To comment on fraud, misappropriation of funds, income leakage and any other
          serious irregularities detected which results in loss to IIFCL.
 6.       To comment on the overall risks involved and suggest corrective action to be taken for
          mitigation of the same along with the report on ­
          a)     Risk Category-High, Medium or Low,
          b)     Risk Probability ­ Frequency of occurrence of Risk (i.e., in High, Medium or
                 Low
          c)     Risk Impact: Impact of risk on Business Objectives (i.e., in High, Medium or
                 Low).
          d)     Risk Trend: Whether Risk are showing a Stable, Increasing or Decreasing Trend.
          e)      General Statement on Risk: This would contain the general comment on the
                 observations made/ aberrations found / risk ratings.

 4.0       Tender Methodology

   i.     The tender methodology adopted is "Two Bid System" i.e., Technical Bid and
          Financial Bid.
  ii.     The technical bid consists of all technical details along with commercial terms and
          conditions.
 iii.     The financial bid contains all the relevant price information and shall not contradict
          with the technical bid.
 iv.      No Bidder shall submit more than one bid/ application for the assignment.
  v.      The Bidder shall bear all the costs associated with the preparation and submission of
          the Bid and IIFCL will in no case be responsible or liable for those costs, regardless of
          the conduct or the outcome of the tendering process.
  vi.     Bids submitted without EMD will not be considered for evaluation.
 vii.     Bids sent by fax or e-mail will not be considered for evaluation.
viii.     Procurement Policy on Micro and Small Enterprises (MSEs):
        1) IIFCL follows the Public Procurement Policy for Micro and Small Enterprises
            (MSEs) as circulated by the Ministry of MSME, GoI.
        2) The MSEs under the above provisions would be entitled for exemption from
            furnishing tender fee and earnest money deposit (EMD).
                                                                                      Page 11 of 49
      3) Agencies/ Bidders desirous of availing exemptions/ preference under above
         provisions should submit a copy of proof of registration as per the provisions of the
         above policy.

5.0      Technical Bid

Entities meeting the eligibility criteria as described in the following sections will be
considered for evaluation. IIFCL reserves the right to change or relax the eligibility criteria
to ensure inclusivity.

5.1      Eligibility Criteria

Pre-requisites - The Bidder should

(i)   Be a partnership firm of Chartered Accountants with minimum 5 (five) partners of
      which at least 3 (three) partners should be FCA(s). The details of each partner
      including experience, qualification etc., and their Registration Number with Institute
      of Chartered Accountants of India (ICAI) to be furnished as documentary proof.
(ii) Be registered with ICAI. (Furnish proof of valid registration/ Certificate of Practice
      from the Institute of chartered Accountants of India (ICAI).
(iii) At least 2 (two) partners should have a continuous association with the firm of a
      minimum of 3 (three) years.
(iv) Must have successfully completed at least 3 (three) Audit assignments in SAP
      environment in the last 7 (seven) years.
(v) Must have office in Delhi/NCR.

Without compliance of the above pre-requisites, the Bidder will not be eligible for
applying.

5.2     Technical Evaluation ­

 RFP      Description                                       Allocation of Marks          Maxim
 Ref.                                                                                     um
 No.                                                                                     Marks
 A.       PAST EXPERIENCE
 1.       Year of establishment of Chartered                                               10
          Accountant       firm/Limited      Liability       Upto 5 years    05 marks
          Partnership (LLP) of Chartered Accountants.
                                                             5 to 15 years   07 marks
           (Registration Certificate to be submitted as a
          documentary proof)                                 More than 15 10 marks
                                                             years
 2.       Must have successfully completed at least 3       No.     of     Assignments     30
          Audit assignments in SAP environment in           conducted      in     SAP
          the last 7 years                                  environment
          (Work Completion Certificate from the             7      30Marks
                                                                                    Page 12 of 49
       client to be submitted)                           5    20 Marks
                                                         3    15 Marks

 3.    Must have successfully completed at least 3       No. of Concurrent Audit      20
       concurrent       Audit      assignments      in   Assignments
       Public/Private       Sector     banks/Financial   7     20Marks
       Institutions in the last 7 years                  5     15 Marks
                                                         3     10 Marks
       (Work Completion Certificate from the
       client to be submitted)
 B     QUALIFICATION & EXPERIENCE OF
       KEY STAFF
 1.    No. of FCA Partners/Employee          3                  5 Marks               10

                                                         One Additional mark
                                                         for each FCA Partner/
                                                         Employee, subject to
                                                         maxi um of 10 marks
 2.    At least two partners should have a               3        years   5 marks
       continuous association with the firm of a         continuation                 10
       minimum of 3 years.
                                                         5 to 7 years     7 marks
                                                         continuation

                                                     More than 7           10
                                                     years                 marks
                                                     continuation
 3.    An Insolvency Professional certified by IBBI 5 marks                            5
       deputed for the assignment shall be given 5
       marks
 C.    FINANCIAL STRENGTH
 1.     Must have been profitable in last 2         Profitable in last 4 years        10
        out of 4 years (Provide copy of             = 4 years        10 marks
        ITR filed)                                   3 years         8 marks
                                                     2 year          5 marks
 D.    OTHER REQUIREMENTS
 1.    The firm/ LLP should be empaneled with                                          5
       RBI

       Total Marks                                                                    100


Note: Documentary evidence to be provided in support of the above criteria. Proposals
of bidders who do not fulfill the above criteria or who fail to submit documentary
evidence thereon would be rejected.



                                                                               Page 13 of 49
6.0    Financial Bid

The Financial Bid should contain the Total Fee inclusive of all fees & expenses and other
out of pocket expenses. The price quoted excludes taxes, duties & statutory levies such as
Goods & Service Tax etc. IIFCL will neither provide nor reimburse expenditure towards any
type of accommodation, travel ticket, airfares, train fares, halting expenses, transport,
lodging, boarding etc. The format for the financial bid is given at Annexure IV.

6.1    Financial Evaluation

The financial Bids for short listed technically qualified Bidders after technical evaluation
will be opened. Evaluation process as decided by IIFCL will be binding to the bidders.
IIFCL in its sole/absolute discretion can apply whatever criteria deemed appropriate in
determining the responsiveness of the proposal submitted by the Bidders. IIFCL may reject
any/all proposal(s) at any stage without assigning any reason thereof.

6.2    Techno Financial Evaluation

Score(s) will be calculated for all technically qualified Bidders using the formula:-

(Minimum Financial Quote/Quoted price) x 30% + (Technical Score/Highest Technical
Score) x 70% (Technical will carry 70% weightage and Financial will carry weightage of
30%)

Highest scores so obtained using the above method shall be declared L-1.

The proposals will be finally ranked according to their combined technical score(s) and
Financial Score as follows:

S =ST x Tw + SF x Fw

Where S is the combined score, and Tw and Fw are weights assigned to technical proposal
and financial proposal that shall be 0.70 and 0.30 respectively. ST and SF will be calculated
for individual bidders, as per description mentioned above.

Bidder with the highest final score will be considered for award of the assignment.

7.0    Report Submission/Deliverables

The Successful Bidder has to submit its reports as under:-

a.    Submission of checklists within 15 (fifteen) days of taking up the assignment. The
      checklists prepared by the shortlisted Firm must be exhaustive in nature and shall have
      the approval of the competent authority/internal auditor of IIFCL.

                                                                                  Page 14 of 49
b.    Monthly report for FY 2019-20 on financial transactions within 7 (seven) days of end
      of each month starting from the month of appointment of the Chartered Accountant
      firm and compliance report in next 5 (five) days. However, the submission of first
      monthly report can be decided mutually between the shortlisted bidder and the Internal
      Audit Department of IIFCL.
c.    Report on the concurrent audit of the pre-assignment period (i.e. from 1st April-2019
      till the period not covered under Point No. b above) ­ Within 60 days of taking up the
      assignment.
d.    For all the aforementioned reports compliance audit report is to be submitted
      incorporating the department reply and final status of the observations. Final
      compliance report for all the transactions is to be submitted on or before June 30,
      2020. The compliance report to segregate compliances done and pending compliances
      observations along with name of department and count of observations with marking
      of low, medium and high risk category.


8.0    FEES /COMPENSATION

8.1    Professional Fees

       Invoices would be accepted only against submission of valid audit reports as stated
       under Para ­ "Deliverables"- Point No. 7.0 above.

1.     The payment of invoices will be made against accepted invoices as under:

       a) 10% against submission of checklists as mentioned at Point no. 7(a) above.
       b) 20% on completion of audit of all transaction of audit period against submission
           of all reports and as mentioned at Point No. 7(b) above.
       c) 50% against submission of all reports as mentioned at Point No. 7(c) above.
       d) 10% of the Bid invoice amount will be made on acceptance & report finalization
           of the entire scope of work including presentation to the screening committee
           and senior management.
       e) 10% will be released on receipt of post audit compliance review report including
           presentation to the Audit Committee of Board by the Bidder.

2.     TDS will be deducted at source for any payment made by IIFCL, as per applicable
       provisions of Income Tax Act, 1961 / Rules.

3.     All payments under this RFP shall be made to the Bidder alone and the currency of
       all payments shall be in Indian Rupees subject to any statutory deductions at source
       (TDS etc.).

4.     All duties and taxes (excluding service tax, value added taxes or other local taxes), if
       any, which may be levied, shall be borne by the Bidder/and IIFCL shall not be liable
       for the same.







                                                                                  Page 15 of 49
5.     All expenses, stamp duty and other charges/ expenses in connection with execution
       of this RFP shall be borne by Bidder.


8.2    Payments

       IIFCL will pay against properly submitted valid invoices within reasonable period
       but not exceeding thirty (30) days after its receipt thereof. All payments shall be
       made in Indian Rupees.
       IIFCL may withhold payment of any charges that it disputes in good faith, and may
       set-off penalty amount and any other amount which Bidder owes to IIFCL against
       charges payable to Bidder under this RFP.
       No payment will be released until the audit reports are submitted as per the
       requirement of IIFCL. Format of Audit Report to be finalized by the selected Bidder
       with the approval of the Competent Authority of IIFCL.

8.3    Performance Guarantee

a.     The Successful Bidder on receipt of a letter of intent from IIFCL shall furnish a bank
       guarantee, by way of performance security, equivalent to 10% (ten per cent) of the
       total contract value/bid value less the amount of EMD, within 15 (fifteen) days from
       notification of award, unless specified to the contrary. In case the Successful Bidder
       fails to submit performance guarantee within the time stipulated, IIFCL may at its
       sole discretion cancel the letter of intent without giving any notice and forfeit EMD
       furnished by the Bidder, in addition to any other right available to it under this RFP.
       The performance guarantee furnished by the Successful Bidder shall be in the
       manner as prescribed (Annexure VI) by IIFCL.
b.     The initial performance guarantee to be submitted should be for a minimum validity
       of 1 (one) year.

c.     The Successful Bidder shall ensure, the performance guarantee is valid at all times
       during the term of the contract and for a period of 60 (sixty) days beyond all
       contractual obligations and the performance guarantee as submitted be renewed
       suitably to this effect.


9.0    Tenure of the contract:

The Successful Bidder shall enter into a Contract and the Contract would initially be
assigned for a period of one financial year upto March 31, 2020 extendable for further 2
(two) more years (extended for 1 (one) year, at a time), provided the performance is found to
be satisfactory on review and on sole discretion of IIFCL. The proposed assignment would
be subject to periodical review at the discretion of IIFCL and is liable to be terminated at
any time, if not found satisfactory, by giving a written notice of 15 (fifteen) days.

The acceptance of Bid, will be communicated in writing to the Successful Bidder by means
of offer of contract/ letter of appointment at the address given by the Bidder in the tender
                                                                                 Page 16 of 49
process. The offer of contract/ letter of appointment needs to be accepted unconditionally
and such accepted letter shall be delivered by the Bidder in writing within 7 (seven) days
from the date of issue of the offer. The failure, delay or evasion by the Successful Bidder to
accept the offer will result in cancellation of the offer and IIFCL retain its right to issue offer
to the next highest Bidder.

On acceptance of the offer, the Successful Bidder has to submit the performance guarantee
for an amount equivalent to 20% (twenty percent) of the order within 15 (fifteen) days valid
for 1 (one) year from the date of acceptance which may be extended with mutual
consultation. The format of performance guarantee is provided in Annexure VI.

10.    Terms & Conditions

1.    The Bidder shall ensure that the audit be carried out in a professional manner and in
      case of any misconduct & negligence, IIFCL may approach the concerned professional
      bodies with complaints of professional misconduct, if any, on the part of any
      professional engaged by IIFCL Accordingly, IIFCL may also recommend their name
      to ICAI/ RBI/ IBA or any other authority, for suitable action thereon by them.
2.    The Bidder shall ensure that it will not sub-contract the audit work assigned to any
      outside firm/ LLP or other persons even though such persons are qualified Chartered
      Accountants.
3.    The Bidder appointed as Concurrent Auditor in IIFCL should nominate a Chartered
      Accountant (CA) who has worked for atleast 3 years with the qualifying firm and who
      will head the concurrent audit team as the "Designated Auditor" duly authorized by
      the FCA partner of the CA firm/ LLP to act on behalf of the firm. The Designated
      Auditor would be required to submit his/ her identity proof and address proof together
      with specimen signatures with a request to be allotted unique login ID for access to the
      system. The Designated Auditor would require to login and log-out of the system
      each working day. The Designated Auditor would require to surrender the login ID on
      completion of the concurrent audit tenure or on any change in the Designated Auditor
      by the firm/ LLP.
4.    The audit team composition for Concurrent Audit and attendance requirements are
      specified as under :-

      a) The FCA partner of the firm/ LLP shall visit IIFCL at least once a week; and
      b) At least two Chartered Accountants, one of whom is a Designated Auditor, shall
      visit IIFCL mandatorily on all working days. The designated Auditor has to specify
      his/her team members to enable IIFCL to make necessary arrangements for their entry
      in IIFCL premises.
5.    The Concurrent Auditor should adhere to the audit coverage strictly as per the scope
      and has to formulate his/her team in such a way so as to complete the audit scope in
      timely manner.
6.    The Concurrent Auditor will co-operate with investigative body, regarding processing
      or execution of the consultancy contract or any matter related with discharge of
      contractual obligations.


                                                                                     Page 17 of 49
7.      Necessary arrangements would be made by IIFCL for providing space, workstation
        and access to systems (viewing rights only) to the concurrent auditor for ensuring
        smooth conduct of the audit.
8.      The concurrent auditor shall not be allowed to carry any mass storage device such as
        pen drive/ flash drive/ thumb drive or any laptop inside IIFCL premises as these
        devices will not be required for the job.
9.      Concurrent Auditor shall be provided with computer system with disabled USB ports
        by IIFCL.
10.     The Concurrent Auditor is required to plan the audit in such a way that it results in
        gradual shortening of the interval between a transaction and its examination by an
        independent person but in no case the interval should increase by 5 (five) days of
        occurrence of the transaction.
11.     The Concurrent Auditor shall perform substantive checking in key areas and emphasis
        should be on ,,on the spot rectification of deficiencies.
12.     The Concurrent Auditor shall daily go through all the vouchers and books of the
        accounts in SAP for the previous day and identify areas to be scrutinized in detail.
13.     Should maintain and keep back up papers in support of observations made.
14.     The Concurrent Auditor has to verify the following:
         To verify and confirm that KYC / AML / CFT / Fair Practices Code framed and
           approved by the Board of Directors, based on the guidelines issued by RBI /
           Regulator for NBFCs are met with. Any aberration to be specifically brought out.
         Auditors to verify and make specific comments on non-compliance of guidelines /
           instructions of regulatory bodies i.e. RBI / SEBI / Tax Department / Govt. of India
           etc.
         Auditors to comment on major lapse / irregularity / misappropriation / fraud (if any)
           noticed by them, causing loss to the organization.
         Auditors to verify/comment on operating effectiveness of Internal Controls of the
           Department.
15.       Any other terms and conditions of the assignment as would be decided by IIFCL on
          a case to case basis.

10.1     Penalties

      a. IIFCL may impose penalty, in case of delay of any deliverables at the rate of 0.5%
         (zero point five percent) of the total project cost per week delay, either for
         completion of audit exercises or submission of final draft report, subject to a
         maximum of 10% (ten percent) of the total cost, for all delays attributable directly to
         the Bidder.

      b. IIFCL may invoke the performance guarantee in the event of a material breach by the
         successful Bidder leading to termination for material breach.

      c. If at any time during performance of the Contract, the Selected Bidder shall
         encounter unexpected conditions impeding timely completion of the Services under
         the agreement and performance of the services, the Bidder shall promptly notify
         IIFCL in writing of the fact of the delay, its likely duration and its cause(s). As soon
         as practicable, after receipt of the Bidders notice, IIFCL shall evaluate the situation
                                                                                    Page 18 of 49
       and may at its sole discretion extend the Bidders time for performance, in which
       case the extension shall be ratified by the parties.

   d. Performance of the obligations under this RFP and the Contract shall be made by the
      Bidder in accordance with the time schedule specified in this RFP.

   e. No penalty shall be levied in case of delay(s) in deliverables or performance of the
      contract for the reasons not attributable to the Bidder. On reaching the maximum of
      penalties specified the Company reserves the right to terminate the contract without
      any notice thereof and upon termination, no fee shall be payable for the work
      performed prior to the delay in deliverables and performance.

10.2   Confidentiality & Indemnity

       The Bidder shall keep information related to IIFCL confidential and will not divulge
       to outside agencies without written consent from IIFCL.
       The Bidder upon selection shall sign the declaration as given in the Annexure II
       before commencement of the audit.
       The Bidder must submit an undertaking that the firm/ LLP does not have any
       professional relationship with any of the borrowers of IIFCL nor will it in future
       accept professional relationship with any of the borrowers of IIFCL during the period
       during which the firm/ LLP acts as the concurrent auditor for IIFCL.
       The Bidder shall indemnify IIFCL, and shall always keep indemnified and hold
       IIFCL, its employees, personnel, officers, directors, 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 Bank as a result of:
       · IIFCLs authorized/ bona fide use of the deliverables and /or the services provided
       by the Firm under this RFP; and/or
       · an act or omission of the Bidder and/or its employees, in performance of the
       obligations under this RFP; and/or
       · claims made by employees who are deployed by the applicant, against IIFCL;
       and/or
       claims arising out of employment, non-payment of remuneration and non-provision
       of statutory benefits by the Bidder to its employees
       · 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
       Bidder under this RFP; and/or
       · any or all deliverables or services infringing any patent, trade marks, copyrights or
       such other intellectual property rights; and/or
       · breach of confidentiality obligations of the Bidder contained in this RFP; and/or
       · Negligence or gross misconduct attributable to the Bidder or its employees.


                                                                                  Page 19 of 49
10.3 Signing of Integrity Pact by Bidder & IIFCL

       The Bidder has to sign the Integrity Pact and submit a copy of the same along with
       Technical Bid. Format of the Integrity Pact is attached at Annexure III C

10.4 Submission of Certificate cum Declaration of No Conflict of Interest

       The Bidder has to sign a declaration of no conflict of interest and submit a copy of the
       same along with technical bid. Format of the same is attached at Annexure III D

11.0    Disclaimers

11.1 Costs to be borne by Bidders

       All costs and expenses incurred by Bidders in any way associated with the
       development, preparation and submission of responses including but not limited to the
       attendance at meetings, discussions, demonstrations, etc. and providing any additional
       information required by IIFCL will be borne entirely and exclusively by the Bidders.

11.2 No Legal Relationship

       No binding commercial relationship will exist between any of the Bidders and IIFCL
       until execution of a contractual agreement.

11.3 Bidder Obligation to Inform Itself

       The Bidders must conduct its own investigation and analysis regarding any
       information contained in the RFP document and the meaning and impact of that
       information.

11.4 Evaluation of Offers

       Each Bidder acknowledges and accepts that IIFCL may in its absolute discretion apply
       selection criteria specified in the document for evaluation of proposals for short listing
       / selecting the eligible Bidder(s). The RFP document will not form part of any contract
       or arrangement, which may result from the issue of this document or any investigation
       or review, carried out by a Bidder.




                                                                                   Page 20 of 49
11.5 Errors and Omissions

     Each Bidder should notify IIFCL of any error, omission, or discrepancy found in this
     RFP document.

11.6 Acceptance of Terms

     A Bidder will, by responding to IIFCL for RFP, be deemed to have accepted the terms
     of this RFP.

11.7 RFP submission

     Copies of the RFP must be submitted before the aforementioned closing date and time
     mentioned in the "Critical Information Summary" herein above.

     Faxed copies/copies sent through e-mail of any submission are not acceptable and
     will be rejected by the Company.

     All submissions, including any accompanying documents, will become the property of
     IIFCL. Bidders shall be deemed to license, and grant all rights to IIFCL to reproduce
     the whole or any portion of their submission for the purpose of evaluation, to disclose
     the contents of the submission to other Bidders and to disclose and/or use the contents
     of the submission as the basis for processing of RFP, notwithstanding any copyright or
     other intellectual property right that may subsist in the submission or accompanying
     documents.

11.8 Communication by Bidders

     IIFCL will not answer any communication initiated by Bidders later than 10 (ten)
     business days prior to the due date for submission of this RFP. However, IIFCL may,
     in its absolute discretion, seek additional information or material from any Bidders
     after the RFP closes and all such information and material provided must be taken to
     form part of that Bidders response.

     Bidders should provide details of their fax, e-mail and full address(s) to ensure that
     replies to RFP could be conveyed promptly.

     If IIFCL, in its absolute discretion, deems that the originator of the question will gain
     an advantage by a response to a question, then IIFCL reserves the right to
     communicate such response to all Bidders.

     IIFCL may, in its absolute discretion, engage in discussion or negotiation with any
     Bidder (or simultaneously with more than one Bidder) after the RFP closes to improve
     or clarify any response.


                                                                                 Page 21 of 49
     11.9      Notification

     IIFCL will notify all short-listed Bidders in writing as soon as practicable about the
     outcome of this RFP. IIFCL is not obliged to provide any reasons for any such
     acceptance or rejection.


     11.10     Disqualification

     Any form of canvassing/lobbying/influence/query regarding short listing, status, etc.
     will be a disqualification.

     11.11     Right to Reject Bids

     IIFCL reserves the absolute and unconditional right to reject the Bid if it is not in
     accordance with the requirements of this RFP and no correspondence will be
     entertained by IIFCL in the matter.

12     General Terms and Conditions:

(These terms and conditions are generic in nature, which have been mentioned for the
knowledge of the Bidder and may be changed to specific terms and conditions with
necessary changes with each work order as and when applicable).

I      Use of Contract Documents and Information

The Bidder shall not, without IIFCLs prior written consent, disclose the Contract, or furnish
any provision thereof, or any specification, plan, drawing, pattern, sample or information,
website contents, applications furnished by or on behalf of IIFCL in connection therewith, to
any person other than a person employed by the Supplier in the performance of the Contract.
Disclosure to any such employed person shall be made in confidence and shall extend only
so far as may be necessary for purposes of such performance. The Bidder will treat as
confidential all data and information about the Bank, obtained in the execution of his
responsibilities, in strict confidence and will not reveal such information to any other party
without the prior written approval of the Company.

II     Governing Language

The Contract shall be written in English. All correspondence and other documents pertaining
to the Contract, which are exchanged by the parties, shall be written in English. The
technical documentation involving detailed instruction for operation and maintenance, users'
manual etc. is to be delivered with every unit of the equipment supplied. The language of the
documentation should be English.




                                                                                 Page 22 of 49
III    Commercial Terms

All Payments will be made to the Bidder in Indian rupee only. The Bidder must accept the
payment terms proposed by the Company. The financial bid submitted by the Bidder must
be in conformity with the payment terms proposed by IIFCL. Any deviation from the
proposed payment terms would not be accepted. IIFCL shall have the right to withhold any
payment due to the Bidder, in case of delays or defaults on the part of the Bidder. Such
withholding of payment shall not amount to a default on the part of IIFCL. Once a contract
price is arrived at, the same must remain firm and must not be subject to escalation during
the performance of the contract due to fluctuation in foreign currency, change in the duty/tax
structure, changes in costs related to the materials and labour or other components or for any
other reason.

IV     Applicable Laws

The Contract shall be interpreted in accordance with the laws prevalent in India.

Compliance with all applicable laws: The Bidder shall undertake to observe, adhere to,
abide by, comply with and notify IIFCL about all prevailing 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 RFP and shall
indemnify, keep indemnified, hold harmless, defend and protect IIFCL 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 therefrom.

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
IIFCL 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 therefrom and the Bank will give notice of any such claim or demand of
liability within reasonable time to the Bidder.

V       Patent Rights

In the event of any claim asserted by a third party of infringement of copyright, patent,
trademark, industrial design rights, etc. arising from the use of the Goods or any part thereof
in India, the Bidder shall act expeditiously to extinguish such claim. If the Bidder fails to
comply IIFCL is required to pay compensation to a third party resulting from such
infringement, the Bidder shall be responsible for the compensation including all expenses,

                                                                                    Page 23 of 49
court costs and lawyer fees. IIFCL will give notice to the Bidder of such claim, if it is made,
without delay.

VI       Force Majeure

If the performance as specified in this order is prevented, restricted, delayed or interfered by
reason of fire, explosion, cyclone, floods, war, revolution, acts of public enemies, blockage
or embargo, any law, order, proclamation, ordinance, demand or requirements of any
government or authority or representative of any such government including restrict trade
practices or regulations, strikes, shutdowns or labour disputes which are not instigated for
the purpose of avoiding obligations herein, or any other circumstances beyond the control of
the party affected, then notwithstanding anything here before contained, the party affected
shall be excused from its performance to the extent such performance relates to prevention,
restriction, delay or interference and provided the party so affected uses its best efforts to
remove such cause of non-performance and when removed the party shall continue
performance with utmost dispatch. If a Force Majeure situation arises, the Bidder shall
promptly notify IIFCL in writing of such condition, the cause thereof and the change that is
necessitated due to the conditions. Until and unless otherwise directed by IIFCL in writing,
the 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.

For purposes of this Clause, "Force Majeure" means an event explicitly beyond the
reasonable control of the Firm and not involving the Firms fault or negligence and not
foreseeable. Such events are Acts of God or of public enemy, acts of Government of India in
their sovereign capacity, strikes, political disruptions, bandhs, riots, civil commotions and
acts of war.

VII      Forfeiture

The bid security i.e. EMD may be forfeited:

     1. if a Bidder withdraws its bid during the period of bid validity specified by the Bidder
        on the application for the Bid; Or
     2. if the successful Bidder fails to accept the order / sign the Contract; or
     3. if the Successful Bidder fails to furnish Performance Guarantee valid for 1 (one) year
        on singing of the Contract.

VIII      Termination

IIFCL may at any time terminate any subsequent agreement /contract by giving written
notice to the Bidder, if the Bidder becomes bankrupt or otherwise insolvent. In this event,
termination will not prejudice or affect any right of action or remedy, which has accrued or
will accrue thereafter to IIFCL. IIFCL reserves the right to cancel any subsequent
agreement / contract in the event of happening one or more of the following conditions:
    1. Failure of the Successful Bidder to accept the Contract; or
    2. Delay in offering services; or
                                                                                  Page 24 of 49
     3. Delay in completing the project/submission of reports.

In case of termination, IIFCL will not pay any fee for the work performed or delivered.

In addition to the cancellation of any subsequent agreement /contract, IIFCL reserves the
right to appropriate the damages through encashment of EMD / Performance Guarantee
given by the Bidder.

IX      Resolution of Disputes

IIFCL and the selected Bidder shall make every effort to resolve amicably, by direct
informal negotiation between the respective project managers of IIFCL and the Firm, any
disagreement or dispute arising between them under or in connection with the contract.

All questions, disputes or differences arising under and out of, or in connection with the
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
contract shall be referred to arbitration by a sole arbitrator acceptable to both parties or the
number of arbitrators shall be three, with each side to the dispute being entitled to appoint
one arbitrator. The two arbitrators appointed by the parties shall appoint a third arbitrator
who shall act as the chairman of the proceedings. Arbitration shall be held in New Delhi,
India and conducted in accordance with the provision of Arbitration and Conciliation Act,
1996. The arbitration proceedings shall be conducted in English language.

The arbitral award shall be in writing, state the reasons for the award, and be final and
binding on the parties. The award may include an award of costs, including reasonable
attorneys fees and disbursements. Judgment upon the award may be entered by any court
having jurisdiction there of or having jurisdiction in New Delhi.

Not-withstanding anything contained above, in case of dispute, claim & legal action arising
out of the contract, the parties shall be subject to the exclusive jurisdiction of courts at New
Delhi, India only. Any notice given by one party to the other pursuant to this RFP shall be
sent to the other party in writing and confirmed in writing to the other partys specified
address. The same has to be acknowledged by the receiver in writing. A notice shall be
effective when delivered or on the notices effective date, whichever is later.




                                                                                   Page 25 of 49
                                                         Annexure-I

      VERTICALS/DEPARTMENTS OF IIFCL


1.    Credit Department
2.    Risk Department

3.    Resource & Treasury Department

4.    Accounts Department

5.    Human Resource Department (HR)

6.    Corporate Communicate

7.    Information Technology (IT)

8.    Legal Department

9.    Corporate Social Responsibility

10.   Corporate Planning Department

11.   Multilateral and Environment & social Management Unit (ESMU)
12.   Boar Secretariat & Compliance Department
13.   Vigilance Department
14.   MD Secretariat




                                                        Page 26 of 49
                                                                                Annexure II

  INDEMNITY & CONFIDENTIALITY DECLARATION TO BE SIGNED BY THE
                            BIDDER

(to be filled in by authorized signatory of the vendor / service provider while accepting the
order)

In case of a limited company

I, Shri ____________________, son / daughter of Shri ___________________, aged about
___ years, Indian inhabitant residing at ________________, do hereby solemnly declare and
state as follows:

        I am a Director/ the Managing Director / __________________ (designation) of
___________________ Ltd., a Company within the meaning of the Companies Act, 1956
and having its Registered Office at ___________________ (hereinafter called "the
Company") and I am duly authorised by the Company to make this declaration for and on
behalf of the Company.


In case of a partnership firm.

We,

1.     Shri ____________________, son / daughter of Shri _________________, aged
about ___ years, Indian inhabitant residing at _______________,

2.    Shri ____________________, son / daughter of Shri_________________, aged about
___years, Indian inhabitant residing at _______________,

3.      Shri ____________________, son / daughter of Shri ___________________, aged
about ___ years, Indian inhabitant residing at _______________, the partners of
________________________ , a partnership firm carrying on its business at
__________________ (hereinafter referred to as "Firm") do hereby solemnly declare and
state as follows:

We say that we are the partners of the firm.

In case of a proprietary concern.

I, Shri ___________________, son / daughter of Shri___________________, aged about ___
years, Indian inhabitant residing at ____________________ do hereby solemnly declare and
state as follows:

(i) I say that I carry on business in the name and style as M/s ____________________ as a
Sole Proprietary Concern at ____________________,

(ii) I / We will keep information related to IIFCL confidential and will not divulge to any
outside agency or person without written consent from IIFCL. This shall include passwords,
access codes, pass phrases used by the personnel of my company. I / We will ensure that any
user ids / manuals / IIFCL related information in printed / soft form / hardware items used by
                                                                                    
                                                         India Infrastructure Finance Company Limited (IIFCL)
                                                      Request for Proposal (RfP) - Concurrent Audit of IIFCL


the personnel of my company shall be returned / handed over to the concerned person in
IIFCL upon the completion of the task assigned to the company or as per the guidelines
issued by IIFCL
.
(iii) I / We shall also indemnify and keep IIFCL indemnified against all losses, damages,
costs, claims and expenses whatsoever which IIFCL may suffer, pay or incur by reason of or
in connection with any such default on the part of the ___________________. (Entity
/company).

Date            Signature       of    Authorised .........................................
                Signatory

Place
                Name of         the   Authorised ........................................
                Signatory

                Designation -                       ........................................

                Name of the Organisation -          ........................................

                Seal




                                                                                            Page 28 of 49
                                                                                 
                                                      India Infrastructure Finance Company Limited (IIFCL)
                                                   Request for Proposal (RfP) - Concurrent Audit of IIFCL




                                                                                 Annexure III
                          TECHNICAL BID COVERING LETTER

To
The Internal Auditor
INDIA INFRASTRUCTURE FINANCE COMPANY LTD (IIFCL)
Plate A & B, Tower 2, 5th Floor
NBCC Centre, East Kidwai Nagar
Delhi ­ 110 023

Invitation for conducting Concurrent Audit of IIFCL as per the scope of the contract

Dear Sir/Madam

With reference to your Invitation dated.............., we, having examined all relevant
documents and understood their contents, hereby submit our Proposal for conducting
Concurrent Audit of IIFCL as per the scope defined in the RFP. The proposal is
unconditional and unqualified.
      Earnest Money Deposit (EMD): We have enclosed a Demand Draft / bankers cheque/
      of the sum of Rs.10,000/- (Rupees Ten Thousand only) towards EMD. This EMD is
      liable to be forfeited in accordance with the provisions mentioned in the RFP
      We agree to keep this offer valid for 180 (one hundred 80) days from the last Date of
      submitting the proposal specified in the Invitation.
      We agree to undertake the project, if allotted by you, as per the scope of work (Terms
      of reference).
      We agree and undertake to abide by all the terms and conditions of the Invitation. We
      submit this Proposal under and in accordance with the terms of the Invitation.
      We have not made any misleading or false representations in the forms, statements
      and attachments submitted
      We certify that we fulfil the eligibility criteria as mentioned in the Invitation and
      relevant documents for the same have been attached with this proposal.
      We certify that we have not been black listed/debarred/ disqualified by any regulatory/
      statutory body or Government entity or any International/National
      agency/Private/public Bank for corrupt or fraudulent practices.
      We are not declared as insolvent or any insolvency petition is pending against us in
      any court.
      No criminal proceedings is pending or has ended up in conviction against us,
      including our directors/promoters/partners, in Court
      We certify that we do not have an adverse litigation history.
      We certify that we are not a related party to IIFCL as per Companies Act, 2013, as
      amended from time to time.

                                                                                         Page 29 of 49
                                                                                   
                                                        India Infrastructure Finance Company Limited (IIFCL)
                                                     Request for Proposal (RfP) - Concurrent Audit of IIFCL



      We understand and agree that IIFCL at its sole discretion and determination may add
      any other relevant criteria for evaluating the proposals received in response to this
      Invitation and IIFCL has the right to accept or reject any or all applications submitted
      in response to the Invitation document at any stage without assigning any reason
      thereof


                                                                           Yours faithfully,


(Signature, name and designation of the authorized signatory)
Date:
Place:

Attached
                    a)   Valid Authority Letter to sign the documents
                    b)   KYC documents as per RBI guidelines
                    c)   Transfer of EMD and Cost of Tender to IIFCL- UTR No.
                    d)   Bidder Details - Annexure III A
                    e)   Eligibility Fulfilment Checklist ­ Annexure III B
                    f)   Signed Integrity Pact ­ Annexure III C
                    g)   Certificate cum declaration of no conflict of interest­ Annexure III D
                    h)   Bank details form ­ Annexure ­ III E




                                                                                           Page 30 of 49
                                                                                 
                                                      India Infrastructure Finance Company Limited (IIFCL)
                                                   Request for Proposal (RfP) - Concurrent Audit of IIFCL


                                                                                  Annexure III - A

            FORMAT OF INFORMATION ­ Bidder details (On the letter head of
                    the entity submitting the bid document)


 Name of Entity
 Brief description of the Bidder including details of its main line of business
 Web Site
 Date of Establishment/Incorporation/Commencement of Business
 Certificate of Incorporation
 Goods & Service Tax Registration Number
 Permanent Account Number
 Particulars of the Authorized Signatory of the Bidder
o      Name
o      Designation
o      Address
o      Phone Number(Landline)
o      Mobile Number
o      Fax Number
o      E-Mail Address
 Provide Designated Auditor & Team names in a separate annexure. The bidder should
 provide CV of the Designated Auditor that demonstrated proved experience in executing
 projects similar in scope & complexity)
 Details of Project Team members who will be assigned for conducting IIFCL Concurrent
 Audit

S.No     Name          Qualification    Certifications     Total experience             Exp. With the
                                                           (years)                      Entity (Years)
1
2
3
4
5
    (Add additional rows as per requirement)

 Number of Offices/establishments in various parts of the country


 List of Concurrent Audit related assignments & other major assignments

S.No Name       of   the Address       Assignment Contact    Start                            Completion
     Client                            Details    Details of Date(Mth/Yr)                     Date
                                                  the Client                                  (Mth/Yr)
1
2
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3
4

 Contact Person Details:
 Name :
     E-mail :
     Phone :

It is certified, to the best of my knowledge and belief, all the information provided above is
correct.



Signature of Authorized person (in full and initials)
Name and Title of Signatory:


Note:

1.    All the relevant details & documentary evidence are to be furnished.

2.    Proposals of bidders who do not fulfill the above criteria and who fail to submit
      documentary evidence thereon would be rejected.




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                                                                                     Annexure III ;- B
                       ELIGIBILITY CRITERIA FOR TECHNICAL BID
                                    Checklist for Bidders

 To
 The Internal Auditor
 INDIA INFRASTRUCTURE FINANCE COMPANY LTD (IIFCL)
 Plate A & B, Tower 2, 5th Floor
 NBCC Centre, East Kidwai Nagar
 Delhi ­ 110 023

With reference to RFP issued by IIFCL, for conducting Concurrent Audit, we submit our
statement of fulfilment of eligibility criteria defined in this RFP as under :

1.      Be a Partnership firm of Chartered Accountants with minimum 5 partners of which at
        least 3 partners should be FCA(s). The details of each partner including experience,
        qualification etc., and their Registration Number with Institute of Chartered
        Accountants of India (ICAI) to be furnished as documentary proof. Yes/No
2.      Be registered with ICAI. (Furnish proof of valid registration/ Certificate of Practice
        from the Institute of chartered Accountants of India (ICAI). Yes/No
3.      At least two partners should have a continuous association with the firm of a
        minimum of 3 years. Yes/No
4.      Must have successfully completed at least 3 Audit assignments in SAP environment
        in the last 7 years. Yes/No
5.      Must have office in Delhi/NCR. Yes/No


 RFP     Description                                         Allocation Of Marks                      Maximu
 Ref.                                                                                                 m Marks
 No.

 A.      PAST EXPERIENCE
 1.      Year of establishment of Chartered Accountant                                                    10
         firm/Limited Liability Partnership (LLP) of           Upto 5 years         05 marks
         Chartered Accountants.
                                                               5 to 15 years        07 marks
          (Registration Certificate to be submitted as a
         documentary proof)                                    More than 15 10 marks
                                                               years

 2.      Must have successfully completed at least 3 Audit   No. of Assignments conducted                 30
         assignments in SAP environment in the last 7        in SAP environment
         years                                               7      30Marks
         (Work Completion Certificate from the client to     5      20 Marks
         be submitted)                                       3      15 Marks


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 3.     Must have successfully completed at least 3          No. of Concurrent              Audit         20
        concurrent Audit assignments in Public/Private       Assignments
        Sector banks/Financial Institutions in the last 7    7      20Marks
        years                                                5      15 Marks
                                                             3      10 Marks
        (Work Completion Certificate from the client to
        be submitted)
 B      QUALIFICATION & EXPERIENCE OF KEY
        STAFF
 1.     No. of FCA Partners/Employee                    3                5 Marks                          10

                                                               One Additional mark for
                                                               each    FCA     Partner/
                                                               Employee, subje t to
                                                               maxi um of 10 marks
 2.     At least two partners should have a continuous         3         years     5 marks
        association with the firm of a minimum of 3 years.     continuation                               10

                                                               5 to 7 years             7 marks
                                                               continuation

                                                              More than 7               10
                                                              years                     marks
                                                              continuation
 3.     An Insolvency Professional certified by IBBI         5 marks                                       5
        deputed for the assignment shall be given 5 marks
 C.     FINANCIAL STRENGTH
 1.      Must have been profitable in last 2                 Profitable in last 4 years                   10
         out of 4 years (Provide copy of ITR                 = 4 years         10 marks
         filed)                                               3 years          8 marks
                                                              2 year           5 marks
 D.     OTHER REQUIREMENTS
 1.     The firm/ LLP should be empanelled with RBI                                                        5

        Total Marks                                                                                      100


Documentary evidence must be furnished against each of the above criteria along with an
index. All documents must be signed by the authorized signatory of the bidder. Relevant
portions, in the documents submitted in pursuance of eligibility criteria, should be
highlighted.


Signature


Seal of Entity
(Signature and seal of Bidder to be put on all pages of Annexure V & sub Annexures A-E)

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                                                                                            Annexure III- C

                                         INTEGRITY PACT

Between

India Infrastructure Finance Company Limited (IIFCL) hereinafter referred to as "The
Principal "
                                        And

.................................................hereinafter referred to as "The Bidder/Contractor"
Preamble

 The Principal intends to award, under laid down organizational procedures, contract/s
 for............................................. The Principal values full compliance with all relevant laws
 of the land, rules, regulations, economic use of resources and of fairness/
 transparency in its relations with its Bidder(s) and I or Contractor(s).

 In order to achieve these goals, the Principal will appoint Independent External Monitors
 (lEMs) who will monitor the tender process and the execution of the contract for
 compliance with the principles mentioned above.

 Section 1 - Commitments of the Principal

 1. The Principal commits itself to take all measures necessary to prevent corruption
   and to observe the following principles:-

      i) No employee of the Principal, personally or through family members , will in
         connection with the tender for, or the execution of a contract, demand , take a
         promise for or accept, for self or third person, any material or immaterial benefit
         which the person is not legally entitled to.


      j) The Principal will, during the tender process treat all Bidder(s) with equity and
         reason. The Principal will in particular, before and during the tender process,
         provide to all Bidder(s) the same information and will not provide to any Bidder(s)
         confidential/additional in information through which the Bidder(s) could obtain an
         advantage in relation to the tender process or the contract execution.

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

   2. If the Principal obtains information on the conduct of any of its employees which is a
      criminal offence under the IPC/PC Act, or if there be a substantive suspicion in this
      regard, the Principal will inform the Chief Vigilance Officer and in addition can
      initiate disciplinary actions.

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 Section 2 - Commitments of the Bidder(s)/ Contractor(s)

      The Bidder(s)/Contractor(s) commit themselves to take all measures necessary to
      prevent corruption. The Bidder(s)/ Contractor(s) commit themselves to observe the
      following principles during participation in the tender process and during the
      contract execution.

     1.1 The Bidder(s)/ Contractor(s) will not, directly or through any other person or
          firm, offer, promise or give to any of the Principal's employees involved in the
          tender process or the execution of the contract or to any third person any
          material or other benefit which he/ she is not legally entitled to, in order to
          obtain in exchange any advantage of any kind whatsoever during the tender
          process or during the execution of the contract.

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

     3.   The Bidder(s)/ Contractor(s) will not commit any offence under the relevant
          IPC/PC Act; further the Bidder(s)/ Contractor(s) will not use improperly, for
          purposes of competition or personal gain, or pass on to others, 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.

     4. The Bidder(s)/Contractors(s) of foreign origin shall disclose the name and address
         of the Agents/representatives in India, if any, similarly the
         Bidder(s)/Contractors(s) of Indian Nationality shall furnish the name and
         address of the foreign principals, if any. Further details as desired by Principal
         shall be disclosed by the Bidder(s)/Contractor(s).Further, all the payments made
         to the Indian agent/representative have to be in Indian Rupees only.

     5. The Bidder(s)/ Contractor(s) will, when presenting their bid, 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.

     6. Bidder(s) /Contractor(s) who have signed the Integrity Pact shall not approach the
         Courts while representing the matter to IEMs and shall wait for their decision in
         the matter.

(2) The Bidder(s)/Contractor(s) will not instigate third persons to commit offences outlined
    above or be an accessory to such offences.




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 Section 3 - Disqualification        from tender process and exclusion from future
            contracts
  If the Bidder(s)/Contractor(s), before award or during execution has committed a
  transgression through a violation of Section 2, above or in any other form such as to put
  their reliability or credibility in question, the Principal is entitled to disqualify the
  Bidder(s)/Contractor(s) from the tender process or take action as deemed fit.

  Section 4- Compensation for Damages

  1.   If the Principal has disqualified the Bidder(s) from the tender process prior to the
       award according to Section 3, the Principal is entitled to demand and recover the
       damages equivalent to Earnest Money Deposit.

  2.   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 Contractor liquidated damages of the
       Contract value or the amount equivalent to Performance Bank Guarantee.

Section 5 - Previous transgression

  a)         The Bidder declares that no previous transgressions occurred in the last three
             years with any other Company in any country conforming to the anti-corruption
             approach or with any Public Sector Enterprise in India that could justify his
             exclusion from the tender process.

  b)         If the Bidder makes incorrect statement on this subject, he can be disqualified
             from the tender process or action can be taken as per the procedure mentioned in
             "Guidelines on Banning of business dealings".

 Section 6 - Equal treatment of all Bidders I Contractors I Subcontractors

        In case of Sub-contracting, the Principal Contractor shall take the responsibility of
       the adoption of Integrity Pact by the Sub-contractor.

       The Principal will enter into agreements with identical conditions as this one with all
       Bidders and Contractors.

       The Principal will disqualify from the tender process all bidders who do not sign this
       Pact or violate its provisions.

Section 7 - Criminal charges against violating Bidder(s) / Contractor(s) /
Subcontractor(s)

If the Principal obtains knowledge of conduct of a Bidder, Contractor or Subcontractor, or of
an employee or a representative or an associate of a Bidder, Contractor or Subcontractor
which constitutes corruption, or if the Principal has substantive suspicion in this regard, the
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Principal will inform the same to the Chief Vigilance Officer.

Section 8 - Independent External Monitor

  (1) The Principal appoints competent and credible Independent External Monitor for
       this Pact after approval by Central Vigilance Commission. The task of the Monitor is
       to review independently and objectively, whether and to what extent the parties
       comply with the obligations under this RFP.

   (2) The Monitor is not subject to instructions by the representatives of the parties and
     performs his/her functions neutrally and independently. The Monitor would have
     access to all Contract documents, whenever required. It will be obligatory for him /her
     to treat the information and documents of the Bidders/Contractors as confidential.
     He/she reports to the Chairman, IIFCL.


 (3)    The Bidder(s)/Contractor(s) accepts that the Monitor has the right to access without
        restriction to all Project documentation of the Principal including that provided by
        the Contractor. The Contractor will also grant the Monitor, upon his/her request and
        demonstration of a valid interest, unrestricted and unconditional access to their
        project documentation. The same is applicable to Sub-contractors.

 (4) The Monitor is under contractual obligation to treat the information and documents of
      the Bidder(s)/ Contractor(s)/ Sub-contractor(s) with confidentiality. The Monitor has
      also signed declarations on 'Non-Disclosure of Confidential Information ' and of
      'Absence of Conflict of Interest'. In case of any conflict of interest arising at a later
      date, the IEM shall inform Chairman, IIFCL and recuse himself / herself from that
      case.

 (5) 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 Contractor. The
      parties offer to the Monitor the option to participate in such meetings.

 (6) As soon as the Monitor notices, or believes to notice, a violation of this RFP, he/she
      will so inform the Management of the Principal and request the Management to
      discontinue or take corrective action, or to take other relevant action. The monitor can
      in this regard submit non-binding recommendations. Beyond this, the Monitor has no
      right to demand from the parties that they act in a specific manner, refrain from action
      or tolerate action.

 (7) The Monitor will submit a written report to the Chairman, IIFCL 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 correcting problematic situations.

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 (8) If the Monitor has reported to the Chairman IIFCL, a substantiated suspicion of an
       offence under relevant IPC/ PC Act, and the Chairman IIFCL has not, within the
       reasonable time taken visible action to proceed against such offence or reported it to
       the Chief Vigilance Officer, the Monitor may also transmit this information directly to
       the Central Vigilance Commissioner.

 (9) The word 'Monitor' would include both singular and plural.



Section 9- Pact Duration

This Pact begins when both parties have legally signed it. It expires for the Contractor 12
months after the last payment under the contract, and for all other Bidders 6 months after the
contract has been awarded. Any violation of the same would entail disqualification of the
bidders and exclusion from future business dealings.

If any claim is made / lodged 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 I determined by
Chairman of IIFCL.

Section 10- Other provisions

 (1) This RFP is subject to Indian Law. Place of performance and jurisdiction is the
Registered Office of the Principal, i.e. New Delhi.

  (2) Changes and supplements as well as termination notices need to be made in writing.
Side agreements have not been made.

  (3) If the Contractor is a partnership or a consortium, this RFP must be signed by all
partners or consortium members.

  (4) Should one or several provisions of this RFP turn out to be invalid, the remainder of this
RFP remains valid. In this case, the parties will strive to come to an agreement to their
original intentions.






 (5) Issues like Warranty /Guarantee etc. shall be outside the purview of IEMs.

 (6) In the event of any contradiction between the Integrity Pact and its Annexure, the
Clause in the Integrity Pact will prevail.




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 (7) Central Vigilance Commission (CVC) has appointed Sh. V Kannan and Sh. Kishore
 Kumar Sansi as the Independent External Monitors (IEMs) for adoption and
 implementation of Integrity Pact (IP) at IIFCL and will have access to all contract
 documents.


      ____________________________
      ____________________
      (For & On behalf of the Principal)                      (For & On behalf of Bidder/
      Contractor)

              (Office Seal)                                       (Office Seal)

    Place --------------

    Date --------------

    Witness 1:                 (Name & Address)                                  ____________
________                   _
    Witness 2:                  (Name & Address)                                      _________
______




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                                                                                   Annexure III- D



     CERTIFICATE CUM DECLARATION OF NO CONFLICT OF INTEREST

It is certified that as on date, no conflict of interest exists, with any other organization,
department or party (ies) with respect to the nature of work we _________________ are
applying for and that during the assignment we will not undertake any assignment/work/job
which may affect the interest of the IIFCL.


Date:-__________

Place:- __________

Bidder:-
Name:-
Designation:-
Signature:-




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                                                                              Annexure III- E
                                  BIDDER BANK DETAILS FORM


(Please fill in the information in CAPITAL LETTERS. Please TICK wherever it is
applicable)


Name of Bidder : ____________________________________________________

Address : ________________________________________________________________

__________________________________________________________________________

City________________ Pin code________________

E-mail id: __________________________________

Phone No. with STD code:_____________________

Mobile No.:        _____________________________

Permanent Account Number ___________________

MSE Registration / CA Certificate (if applicable): ________________________________

__________________________________________

3. Particulars of Bank account:
Beneficiary Name

Bank Name                                   Branch Name

Branch Place                                Branch City

PIN                                         Branch Code

Code

MICR No.

Account Type

Account No.

(as    appearing     in

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Cheque Book)

(Code number appearing on the MICR1 cheque supplied by the Bank. Please attach a
cancelled cheque of your bank for ensuring accuracy of the bank name, branch name & code
and Account Number)

IFSC                     For                                                    For NEFT transfer

CODE2                    RTGS transfer




I hereby declare that the particulars given above are correct and complete. If any transaction
is delayed or not effected for reasons of incomplete or incorrect information, I shall not hold
IIFCL responsible. I also undertake to advise any change in the particulars of my account to
facilitate updation of records for purpose of credit of amount through RBI RTGS/NEFT.

Place : _____________
Date :_______________                                         Signature of the party / Authorized
Signatory

Certified that particulars furnished above are correct as per our records.

Banks stamp :
Date :


(Signature of the Authorized Official from the Banks)
N.B.: RTGS/NEFT charges if any, is to be borne by the party

1, 2: Note on IFSC / MICR
Indian Financial System Code (IFSC) is an alpha numeric code designed to uniquely identify
the bank-branches in India. This is 11 digit code with first 4 characters representing the
banks code, the next character reserved as control character (presently 0 appears in the fifth
position) and remaining 6 characters to identify the branch. The MICR code, (Magnetic Ink
Character Recognition) that appears on cheques, has 9 digits to identify the bank-branch. RBI
had since advised all the banks to print IFSC on cheque leaves issued to their customers. A
customer may also contact his bank-branch and get the IFS Code of that branch.




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                                                                                      Annexure IV

      FINANCIAL BID FOR CONDUCTING CONCURRENT AUDIT OF IIFCL


Ref. No. and Date
Name & Address


To,
The Internal Auditor
INDIA INFRASTRUCTURE FINANCE COMPANY LTD (IIFCL)
Plate A & B, Tower 2, 5th Floor
NBCC Centre, East Kidwai Nagar
Delhi ­ 110 023


Dear Sir/Madam,

      We hereby agree to conduct Concurrent Audit as per the scope defined in the
      Invitation.

      We have understood the terms and conditions laid down by you in the bidding
      documents and are fully aware of the nature of services required.

      We hereby quote price in Indian Rupees on firm price basis inclusive of everything
      (excluding taxes) for the entire scope of work as specified in the Invitation as :

      In (Figures) (Rs._________

      In (Words) (Rupees _______________________________only)

      We declare that the above quoted price is firm and shall remain valid for the entire
      period of the assignment. We further declare that the above quoted price is all
      inclusive (excluding taxes) payable by us under this assignment. We further agree that
      the quoted prices shall be deemed to cover for the full scope as aforesaid.

       We further understand that where there are discrepancies between amounts stated in
       figures and words, the amount stated in words shall prevail.

       We hereby confirm that any Income Tax, surcharge or any other tax as attracted under
       the law, we agree to pay the same to the concerned authorities.

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         We declare that the services will be rendered strictly in accordance with the
         Invitation.
         We confirm that in case our bid is accepted then the work would be taken up
         immediately and the work will be completed in time.
         We confirm that the bank details required by IIFCL to release payment through
         electronic fund transfer system, has been furnished by us.



Date                                          Signature

Place                                         Name

                                              Designation

                                              Common seal

Person to be contacted

Designation

FAX NO.

Tel No.

Mobile No.

E-mail




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                                                                                       Annexure V
                           PERFORMANCE GUARANTEE

THIS GUARANTEE AGREEMENT executed at ___________ this ________ day of
_____________ Two Thousand Nineteen,

BY:
______________________ Bank, a body corporate constituted under _______________,
having its Registered Office/ Head Office at ______________, and a Branch Office at
_____________________________________________________ (hereinafter referred to as
"the Guarantor", which expression shall, unless it be repugnant to the subject, meaning or
context thereof, be deemed to mean and include its successors and assigns)

IN FAVOUR OF:

INDIA INFRASTRUCTURE FINANCE COMPANY LIMITED, a company
incorporated and registered under the provisions of the Companies Act, 1956 and having its
registered office at Plate A & B, Tower 2, NBCC Centre, East Kidwai Nagar, Delhi - 110023
(hereinafter referred to as the "IIFCL", as the context may require which expression shall,
unless it be repugnant to the context, be deemed to include its successors, transferees,
novatees and assigns).

WHEREAS, IIFCL, vide its RFP No. ________ dated _________ ("RFP"), had called for
the bids for engagement of Concurrent Auditor to implement _______________ and for the
purposes _______________ have been appointed as the Concurrent Auditor (hereinafter
referred to as "Successful Bidder"). The Successful Bidder has entered into Agreement on
_________________ (the "Contract") with IIFCL, subject to the terms, conditions,
covenants, provisions and stipulation contained therein.

AND WHEREAS pursuant to RFP, the Contract, Annexure, Schedule, Forms and the other
related documents (hereinafter collectively referred to as "the said documents", IIFCL has
agreed to avail from _______________ and _________________ has agreed to provide to
IIFCL [____________] (please mention the services obtained from bidder), more particularly
described in the said documents (hereinafter collectively referred to as "the Services"),
subject to payment of the contract price as stated in the said documents ("the Contract
Price") and also subject to the terms, conditions, covenants, provisions and stipulations
contained the said documents.

AND WHEREAS the Successful Bidder has duly signed the said documents.

AND WHEREAS in terms of the said documents, the Successful Bidder has agreed to
provide the Services and to procure an unconditional and irrevocable performance bank
guarantee, in favor of IIFCL, from a bank acceptable to IIFCL for securing ______________
towards the faithful observance and performance by the Successful Bidder of the terms,
conditions, covenants, stipulations, provisions of the said documents.

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AND WHEREAS at the request of the Successful Bidder, and in consideration of the bank
having entered into Contract with the Successful Bidder, the Guarantor has agreed to
guarantee IIFCL, payment of the [_______] % of the Contract Price amounting to [Insert
Amount in Words] towards faithful observance and performance by the Successful Bidder of
the terms of the said document

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AS FOLLOWS:

The words and expressions not specifically defined shall have the same meanings as are
respectively assigned to them in the RFP.

1. The Guarantor hereby guarantees and undertakes to pay, on demand, to IIFCL at its office
at New Delhi forthwith an amount of Rs. ______________ or any part thereof, as the case
may be, as aforesaid due to IIFCL from the Successful Bidder, towards any loss, costs,
damages, etc. suffered by IIFCL on account of default of the Successful Bidder in the faithful
observance and performance of the terms, conditions, covenants, stipulations, provisions of
the said documents, without any demur, reservation, contest, recourse or protest or without
any reference to the Successful Bidder. Any such demand or claim made by IIFCL, on the
Guarantor shall be final, conclusive and binding notwithstanding any difference or any
dispute between IIFCL and the Successful Bidder or any dispute between IIFCL and the
Successful Bidder pending before any court, tribunal, arbitrator, or any other authority.

2. The Guarantor agrees and undertakes not to revoke this Guarantee during the currency of
these presents/the said documents, without the previous written consent of IIFCL and further
agrees that the Guarantee herein contained shall continue to be enforceable until and unless it
is discharged earlier by IIFCL, in writing.

3. IIFCL shall be the sole judge to decide whether the Successful Bidder has failed to observe
the terms and conditions of the said documents and on account of the said failure what
amount has become payable by the Successful Bidder to IIFCL under this Guarantee. The
decision of IIFCL in this behalf shall be final, conclusive and binding on the Guarantor and
the Guarantor shall not be entitled to require IIFCL to establish its claim under this Guarantee
and shall pay the sums demanded without any objection, whatsoever.

4. The liability of the Guarantor, under this Guarantee shall not be affected by
(a) Any change in the constitution of the Successful Bidder or
(b) Amalgamation of the Successful Bidder with any other company, corporation or concern;
or
(C) Any change in the management of the Successful Bidder or takeover of the management
of the Successful Bidder by the Government or by any other authority; or
(d) Acquisition or rationalization of the Successful Bidder and / or of any of its
undertaking(s) pursuant to any law; or
(e) Any change in the constitution of IIFCL; or
(f) Any change in the setup of the Guarantor which may be by way of change in the
constitution,
(g) Winding up, voluntary or otherwise, absorption, merger or amalgamation or otherwise; or
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the absence or deficiency of powers on the part of the Guarantor to give Guarantees and / or
Indemnities or any irregularity in the exercise of such powers.
(h) Any variance in the terms and conditions of the said documents.

5. IIFCL shall be at liberty to make any modification or otherwise vary or alter the said terms
and conditions and / or rules or regulations concerning the said documents and the same will
not in any way discharge or otherwise vitiate or affect this Guarantee. However, the liability
of the Guarantor shall not exceed the guaranteed amount of Rs. [______] at any point of time.

6. Any act or omission, time or indulgence granted by IIFCL to the Successful Bidder and /
or Guarantor, if any, will also not discharge this Guarantee or otherwise vitiate or affect or
prejudice this Guarantee. Notwithstanding anything to the contrary contained herein, and / or
any indulgence shown by IIFCL, the Guarantee hereby furnished shall remain in full force
and effect until the ultimate balance of the entire dues of IIFCL being Rs. [_________] under
this Guarantee as aforesaid have been paid in full.

7. The Guarantor shall on demand make the payment without set-off and free and clear of any
deductions, charges, fees, or withholding of any nature presently or in the future imposed,
levied, collected, withheld or assessed by the Government or any political subdivision or
authority and therein and thereof.

8. The Guarantor confirms that a mere letter from IIFCL under the signature of its Authorized
Signatory that there has been a default/failure on the part of the Successful Bidder in
faithfully observing and performing the terms, conditions, covenants, stipulations, provisions,
of the Agreement/ the said documents, shall without any other or further proof be final,
conclusive and binding on the Guarantor.

9. This Guarantee will expire on [_________] ("Validity Period"). However, any demand or
claim under this Guarantee must be received by the Guarantor within a period of 90 (ninety)
days (claim period) after the expiry of the Validity Period and if no such demand or claim has
been received by the Guarantor within 90 (ninety) days after the expiry of the validity period,
then all the rights of IIFCL under this Guarantee shall cease.

10. The Guarantor hereby agree and undertake to extend the validity period of this guarantee
for a further period as decided by IIFCL when such request is received at least 15 days before
the expiry of the Validity Period of the Guarantee.

11. This Guarantee shall be binding upon us and successors ­in -interest and shall be
irrevocable.

12. Notwithstanding anything contained hereinabove,
(a) the liability of the Guarantor hereunder shall not exceed Rupees ...............(Rupees
...............................only).
b) this Guarantee will expire on _______________. Any demand or claim in writing under
this Guarantee must be received by the Guarantor on or before ______________ (please note
to mention the date which would be 90 after the expiry of Validity Period of Bank guarantee)
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                                                       India Infrastructure Finance Company Limited (IIFCL)
                                                    Request for Proposal (RfP) - Concurrent Audit of IIFCL




13. For all purposes connected with this Guarantee and in respect of all disputes and
differences under or in respect of these presents or arising therefrom, the courts of New Delhi
shall alone have jurisdiction to the exclusion of all other courts.

IN WITNESS WHEREOF the Guarantor has caused these presents to be executed on the
day, month and year first herein above written as hereinafter appearing.

SIGNED AND DELIVERED BY
the within named Guarantor,
______________________,
by the hand of __________,
its authorised official.




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