REQUEST FOR PROPOSAL
FOR APPOINTMENT OF SECRETARIAL AUDITOR
FOR FY 2018-19
TO MEET THE COMPLIANCE OF SECRETARIAL AUDIT
U/S 204 of THE COMPANIES ACT, 2013
FOR
THE NEW INDIA ASSURANCE COMPANY LTD.
ISSUED BY :
Smt. S.N. Rajeswari/Ms Jayashree Nair
General Manager / Company Secretary
1st Floor, 87 M G Road, New India Assurance Bldg.,
Fort, Mumbai 400 001
Date of issue : 29th October, 2018
DISCLAIMER
This Request for Proposal (RFP) document is not an agreement or offer by The
New India Assurance Co. Ltd. (hereinafter to be referred as "NIACL" or
"Company") to the prospective Bidders or any other party. The purpose of this
RFP is to provide interested parties with information to assist the formulation of
their Bid.
The RFP and the information contained therein are to be used only for the
intended purpose.
This document is meant for the exclusive purpose of Bidding as per the
Specifications, Terms, Conditions and Scope indicated and shall not be
transferred, reproduced or otherwise used for purposes other than for which it is
specifically issued.
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Ref No.: NIA/CMD_Board/Sectt/2018 29th October, 2018
REQUEST FOR PROPOSAL (RFP)
Appointment of Secretarial Auditor
1.Letter of Invitation:
The New India Assurance Company invites applications from the Practicing
Company Secretaries/Firm of Practicing Company Secretaries based in Mumbai
and having a minimum experience of 20 years in providing
advisory/attestation/certification services to public companies (both listed and
unlisted) on corporate matters and who have conducted Secretarial Audit of large
Stock Exchange listed Public limited companies, banks, public sector insurance
companies, for conducting Secretarial Audit of the Company for the year 2018-
2019.
The Firm should not have been prohibited/debarred/blacklisted by any
regulating Authority/Agency including IRDA, RBI, SEBI, ICAI, ICSI, C&AG, PSU.
The Audit is to be conducted to comply with the requirements mentioned in
Section 204 of The Companies Act 2013 read with Rule 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 as
amended (Annexure I)
The Scope of Audit is as per Annexure II The Firm should submit its report in
proper format of Secretarial Audit Report as prescribed in Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 as per Annexure III.
Information to Company Secretaries/Firm of Company Secretaries regarding:
A.Timeline
S.no. Event Schedule Date/Time
1. Date of issue of RFP (e-tender) 29th October , 2018
2. Last date of bid submission 16th November, 2018 by 15.00
hours (3.00 p.m.)
3 Opening of Technical Bid 20th November, 2018 at 3.00
p.m.
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4. Opening of Financial (Price) Bid of Qualified To be announced after the
Bidders opening of the Technical Bid.
The details will also be
published on the website of the
Company.
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CONTENTS
1. Letter of Invitation.
2. Information to Company Secretaries /Firm of Company
Secretaries regarding :
A.Timeline
B.Terms and Conditions General
C.Terms and Conditions Post Selection of the successful bidder
D.Procedure for submission of proposal.
3. Bid evaluation criteria and selection procedure.
4. Technical and financial proposal and their standard formats.
Annexure I :Section 204 of The Companies Act 2013
Annexure II : Scope of the Audit Work.
Annexure III: Format for submission of Secretarial Audit Report.
Annexure IV:Declaration format.
Annexure V:Format for Technical Bid.
Annexure VI : Format for Financial Bid.
Annexure VII:Agreement (Draft)
Annexure IX : Special Instructions to bidders for e-tendering.
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REQUEST FOR PROPOSAL (RFP)
APPOINTMENT OF SECRETARIAL AUDITOR
1.Letter of Invitation :
The New India Assurance Company Limited invites applications from the
Company Secretaries/Firm of Company Secretaries, preferably specializing in
secretarial audit for conducting Secretarial Audit of The New India Assurance Co.
Ltd. for the FY 2018-19. The Audit is to be conducted to comply with the
requirements mentioned in Section 204 of The Companies Act 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 (Annexure I). The Scope of Audit is as per Annexure II.
The firm should submit its report in proper format of Secretarial Audit Report
prescribed in Rule 9 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 as per Annexure III.
2.Information to Company Secretaries/Firm of Company Secretaries
regarding:
A Timeline:
The following shall be the time schedule for completion of the bidding process.
S.No. Event Schedule Date/Time
1. Date of Issue of RFP 29th October , 2018
2. Last date of Bid submission 16th November, 2018
by 15.00 hours (3.00
p.m.)
3 Opening of Technical Bid 20th November, 2018
at 3.00 p.m.
(Tentative)
4. Opening of Financial (Price) Bid of To be announced after
Qualified Bidders the opening of the
Technical Bid. The
details will also be
published on the
website of the
Company.
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B. Terms and Conditions General
1.NIACL reserves the right to cancel the RFP partly or fully at its sole
discretion at any stage without assigning any reason to any of the
participating bidders.
2.NIACL reserves the right to reject any or all Bids without assigning any
reasons.
3.NIACL also reserves the right to modify the terms and conditions and also
to cancel the bid process at any stage without assigning any reasons.
4.The last date for submission of the bid is 16th November 2018 up to 3.00
p.m.
5.The Bidders shall furnish the bid only by the way of e-tender via the e-
procurement portal https://newindia.eproc.in by or before the BID
submission Deadline.
6.The Firms will be shortlisted on the basis of assessment as per Technical
Bids. The Financial Bids of these shortlisted firms only will be opened.
The date of opening of the Financial Bids will be announced and
displayed on the website of NIACL post the opening of the "Technical
Bids".
7.NIACL will not enter into any correspondence with the bidders except to
furnish clarifications on the RFP and RFP documents, if necessary. All
clarifications need to be submitted in writing, addressed to the issuing
authority of this RFP.
8.The bidders shall submit the bid which shall remain valid up to 180 days
after the BID deadline.
9.All the pages of BID document, forming part of the BID must be signed by
the Authorised signatory on behalf of the bidder. A declaration in the
format for Authorised signatory as in Annexure IV to be submitted with
the bid.
10.The bidders shall be responsible for all the cost associated with the
preparation of the BID and participation in discussion and finalization
and execution of RFP documents etc., NIACL shall not be responsible in
any way for such costs, regardless the conduct or outcome of the BID
process. There is no document fee.
11.The bidders who wish to submit response to this RFP should note that
they should abide (in true intent and spirit) by all terms and conditions
contained in the RFP. If the responses contain any conditions put in by
the Bidders, i.e the bid is not "Unconditional", such responses may be
disqualified and may not be considered for the selection process.
12.The successful bidder must undertake that they shall hold in trust any
information received by them, under the contract/Agreement, and the
strictest of confidence shall be maintained in respect of such
information.
13.`NIACL reserves the right to amend/modify the draft attachments partly or
fully at its sole discretion at any stage without assigning any reason to
any of the participating bidders.
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14.The Bidder has to comply with applicable sections of NIA's Information &
Cyber Security Policy & instructions in this behalf."
C. Terms and Conditions Post Selection of the successful bidder
1.NIACL deserves the right to cancel the Contract placed on the selected
bidder and recover expenditure incurred by NIACL under the following
circumstances.
a) The selected bidder commits a breach of any of the terms and condition
of the bid.
b) The selected bidder goes into liquidation, voluntary or otherwise.
c) If the selected bidder fails to complete the assignment as per the time
lines prescribed in the RFP and the extension if any allowed, it will be a
breach of the contract.
2.After award of the contract, if the selected bidder does not perform
satisfactorily or delays execution of the contract, NIACL reserves the right
to get the balance contract done by another party of its choice by giving
one month's notice for the same. In this event the selected bidder shall be
bound to make good the additional expenditure, which NIACL may have to
incur in executing the balance contract. This clause is applicable, if for
any reasons, the contract is cancelled.
3.In the event of termination of the contract due to any cause whatsoever,
(whether consequent to the stipulated terms of the contract or otherwise)
NIACL shall be entitled to impose any such obligations and conditions and
issue any clarifications as may be necessary to ensure an efficient
transition and effective business continuity of the service(s) which the
Bidder shall be obliged to comply with and take all available steps to
minimize loss resulting from that termination/breach, and further allow
the next successor bidder to take over the obligations of the erstwhile
bidder in relation to the execution/continued execution of the scope of the
contract.
4.If a dispute, controversy or claim arises out of or relates to the contract or
breach, or termination or invalidity thereof and if such dispute,
controversy or claim cannot be settled and resolved by the parties through
discussion and Negotiation, then the parties shall refer such dispute to
Arbitration. The Arbitration Shall be held in accordance with the
Arbitration and Conciliation Act 1996. The decision of the Arbitrator shall
be final and binding upon the parties, provided that each party shall at all
times be entitled to obtain equitable, injunctive or similar relief from any
court having jurisdiction in order to protect its confidential information or
any other matter for that purpose.
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5.The selected bidder must agree to and sign a non-disclosure agreement and
a "Confidentiality agreement" with NIACL.
6.The bidder shall indemnify NIACL and keep indemnified for any loss or
damage, cost or consequences that NIACL may sustain, suffer or incur on
account of violation/fault on part of the Bidder. The total liability of the
Selected Bidder under this clause shall not exceed the total contract value.
7.The selected bidder or any of its partners or any of their employees shall
not, under any circumstance, be deemed to have any employer-employee
relationship with NIACL.
8.NIACL may at its option, renew the contract every year, with the successful
bidder, for further two financial years i.e. for FY 2019-20 and FY 2020-21
subject to annual performance review and confirmation of the PCS Firm to
continue with the assignment on mutually agreed terms and conditions.
D. Procedure for submission of proposal.
The bidders i.e. Company Secretaries/Firm of Company Secretaries (Eligible as
above) may apply in Two bid e-tendering system via the e-procurement portal
of the Company https://newindia.eproc.in , which will consist of two parts:
PART I : TECHNICAL BID.
PART II : FINANCIAL BID
N.B. : Application received after due date and time will not be entertained.
3.BID Evaluation criteria and selection procedure.
The evaluation process comprises the following four steps:
Step I:Responsiveness check
Step II :Bid evaluation of Non-Financial Bid
Step III : Evaluation of Financial Bid
Step IV: Selection of Successful Bidder
STEP I: Responsiveness Check
The Bid submitted by the Bidder shall be scrutinized to establish
"Responsiveness". Each Bidder's Bid shall be checked for compliance with
the submission requirements set forth in this RFP. Any of the following
conditions and other conditions mentioned elsewhere in this RFP shall cause
the Bid to be `Non-responsive'.
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i.Bids that are incomplete (i.e not accompanied in the format as required)
ii.Bid not received by the due date and time;
iii.Bid having conflict of interest;
iv.(A bidder maybe considered in a conflict of interest with one or more
bidders in the same bidding process under this RFP if they have a
relationship with each other, directly or indirectly, through a common
firm, that puts them in a position to have access to information or
influence the Bid of another bidder).
v.Bidder submitting or participating in more than one Bid.
vi.Bidder delaying in submission of additional information or clarifications
sought by NIACL as applicable.
vii.Bidder makes any misrepresentation.
(Misrepresentation If Bidder conceals any material information or
makes a wrong statement or misrepresents facts or makes a misleading
statement in its Bid, in any manner whatsoever in order to create
circumstances for the acceptance of its Bid, NIACL reserves the right to
reject such Bid or cancel the Letter of Award, if issued).
STEP II:Evaluation of Technical Bid.
Evaluation of Technical Bid will be carried out considering the information
furnished by Bidders as prescribed. Bids of the Bidders shall be opened in
presence of the representatives of such Bidders, who wish to be present, as
per the time lines indicated in this RFP, or such other date as may be
intimated by NIACL.
STEP III: Evaluation of Financial Bid.
Financial Bids of the Qualified Bidders shall be opened in presence of the
representatives of such Qualified Bidders, who wish to be present, as per the
time lines indicated in this RFP, or such other date as may be intimated by
NIACL to the qualified Bidders. The evaluation of Financial Bid shall be
carried out based on the information furnished in (Financial Bid).
If for any reason the Bid of any Successful Bidder is rejected, NIACL may :
i.Consider the next lowest Financial Bid from a Bidder other than the
Successful bidder whose bids are responsive and valid; or
ii.Annul the bid process; or
iii.Take any such measure as may be deemed fit in the sole discretion of
NIACL.
4.Technical and Financial Proposal and their standard formats :
Technical Bid containing
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Name and Address of the Firm,
Full name of contact person(s), their contact numbers (landline and
mobile) & Email ID,
Full Name of Directors/Partners with details of qualifications and
experience and contact details,
Profile of the Firm with specific mention of date of Registration,
List of major clients including, past and present, with details of type of
services provide,
Self-Attested copy of ICSI Registration Certificate,
Self-Attested copy of Balance Sheet of the Firm for the last 3 (three)
financial years,
Self-Declaration in the enclosed format (Annexure IV)
FINANCIAL BID CONTAINING
Fees for the assignment, applicable taxes, other expenses, if any, all
inclusive.
Only one consolidated figure including all applicable taxes shall be
furnished in the Financial Bid.
The format for submission of Technical and Financial Proposal is annexed
as Annexure V and Annexure VI respectively.
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Annexure 1
Section 204 of the Companies Act 2013
204:Secretarial Audit for bigger companies
Every listed company and a company belonging to other class of companies as
may be prescribed shall annex with its Board's Report made in terms of sub-
section (3) of Section 134 a secretarial audit report, given by a company
secretary in practice, in such form as may be prescribed.
It shall be the duty of the company to give all assistance and facilities to the
company secretary in practice, for auditing the secretarial and related records of
the company.
The Board of Directors, in their report made in terms of sub-section (3) of Section
134, shall explain in full any qualification or observation or other remarks made
by the Company Secretary in practice in his report under sub-section (I)
If a company or any officer of the company or the company secretary in practice,
contravenes the provisions of this section, the company, very officer of the
company or the company secretary in practice, who is in default, shall be
punishable with fine which shall not be less than one lakh rupees but which
may extend to five lakh rupees.
Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014
9.Secretarial Audit Report: -
(1) For the purposes of sub-section (1) of Section 204, the other class of
companies shall be as under:
a) Every Public company having a paid-up share capital of fifty crore
rupees or more or
b) Every public company having a turnover of two hundred fifty crore
rupees or more.
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Annexure II
Scope of Secretarial Audit :
Secretarial Audit is applicable under section 204(1) of The Companies Act 2013
read with Rule 9, Companies (Appointment and Remuneration Personnel) Rules,
2014. Following are some areas covered under Secretarial Audit.
Evaluating the corporate conducts/statutory compliances.
Verification of compliance under Secretarial Standards issued by The
Institute of Company Secretaries of India.
Verifying the composition of the Board of Directors (proper balance of
Executive Directors, Non-Executive Directors and Independent Directors
and any change in the composition during the period)
Checking the compliance related Agenda, Notice sent to all directors in
appropriate time.
Verification of the in-house system and process in the company as per size
and operations of the company to monitor and ensure compliance with
applicable laws rules, regulations and guidelines.
Reporting the details specific events/actions having a major bearing on the
Company's affairs like:
Major decisions taken by the members in pursuance to Section
180 of The Companies Act 2013.
Merger/amalgamation/reconstruction
Foreign technical collaborations.
Verification of books, papers, minute's books, forms and returns filed and
other records maintain by the Company regarding following Acts and their
provisions.
Companies Act 2013 and the rules made thereunder.
Foreign Exchange Management Act 1999 and the rules and
regulations made thereunder to the extent of Foreign
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Annexure III
Format of submission of Secretarial audit report:
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ... ... ...
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ... ... ...
To,
The Members,
............. Limited
I/We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by.......
(name of the company) (hereinafter called the company). Secretarial Audit was
conducted in a manner that provided me/us a reasonable basis for evaluating
the corporate conducts/statutory compliances and expressing my opinion
thereon.
Based on my/our verification of the.................................... (name of the company's)
books, papers, minute books, forms and returns filed and other records
maintained by the company and also the information provided by the
Company, its officers, agents and authorized representatives during the conduct
of secretarial audit, I/We hereby report that in my/our opinion, the company
has, during the audit period covering the financial year ended on ,
complied with the
statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
I/we have examined the books, papers, minute books, forms and returns filed and
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other records maintained by .............. ("the Company") for the financial year
ended on , according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (`SCRA') and the rules made
thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas
Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (`SEBI Act'):-
a) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 1992;
c) The Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2009;
d) The Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999;
e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009; and
h) The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 1998;
(vi) ..............................................................................(Mention the other laws as may be
applicable specifically to the company)
I/we have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India.
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(ii) The Listing Agreements entered into by the Company with
Stock Exchange(s), if applicable;
During the period under review the Company has complied with the provisions
of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
subject to the following observations:
Note: Please report specific non-compliances/observations/audit qualification,
reservation or adverse remarks in respect of the above para wise.
I/we further report that
The Board of Directors of the Company is duly constituted with proper balance
of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the
period under review were carried out in compliance with the provisions of the
Act.
Adequate notice is given to all directors to schedule the Board Meetings,
agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
Majority decision is carried through while the dissenting members' views are
captured and recorded as part of the minutes.
I/we further report that there are adequate systems and processes in the
company commensurate with the size and operations of the company to
monitor and ensure compliance with applicable laws, rules, regulations and
guidelines.
Note: Please report specific observations / qualification, reservation or adverse
remarks in respect of the Board Structures/system and processes relating to the
Audit period.
I/we further report that during the audit period the company has
.................................
(Give details of specific events / actions having a major bearing on the
company's affairs in pursuance of the above referred laws, rules, regulations,
guidelines, standards, etc. referred to above). For example:
(i) Public/Right/Preferential issue of shares / debentures/sweat equity, etc.
(ii) Redemption / buy-back of securities
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(iii) Major decisions taken by the members in pursuance to section 180 of
the Companies Act, 2013
(iv) Merger / amalgamation / reconstruction, etc.
(v) Foreign technical collaborations
Place :
Signature:
Date :
Name of Company Secretary in practice / Firm:
ACS/FCS
No. C P
No.:
Note: Para-wise details of the Audit finding, if necessary, may be placed as
annexure to the report.
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ANNEXURE IV
(On letter head of Practicing Company Secretary/Firm of Company
Secretaries)
DECLARATION / ACCEPTANCE
I ______________________________S/O or D/O Sh. ________________________
working as ____________________in (name of the firm and firm address in full be
mentioned), hereby solemnly affirm and declare that I have been authorized by
the firm to sign the response to this RFP. I, hereby declare and certify through
the firm that I have accepted all the terms and conditions mentioned in this RFP
and I shall abide by all the terms & conditions of Contract in the event of
acceptance of my/our Bid.
Signature of Authorised person of the
firm/proprietor etc. with Seal &
Stamp
Place :
Name :
Dated :
Designation :
Membership No.
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ANNEXURE V
(On letter head of Practicing Company Secretary/Firm of Company Secretaries)
PROFORMA FOR TECHNICAL BID
(For conducting Secretarial Audit of The New India Assurance Co. Ltd.)
To
General Manager
The New India Assurance Company Limited
First Floor, New India Assurance Bldg.,
87 M.G. Road, Fort,
Mumbai 400 001
S.No. Particulars
1 Name of the Practicing Company Secretary (PCS)/Firm of Company
Secretaries (Firm) :
Whether Partnership/Proprietorship/Individual
Name of the Lead Partner/Proprietor/Individual/In-Charge
Name (s) of the Contact Person(s) and the Contact details.
2 Date of Commencement of Practice as PCS
Date of Registration
Certificate of Practice (COP) Number/Registration Number.
(Please attach documentary evidence)
3 Details of Office (s)
Address :-
Telephone Nos. :-
Fax No. :-
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Email :-
Website :-
4. Post Qualification Experience in full time practice of Lead
Partner/Proprietor/Individual
(Please attach documentary evidence)
Individual under whose supervision the Secretarial Audit will be
conducted
5 Number of Active Partners in the Firm or Number of employees with
PCS, who are qualified Company Secretaries and members of ICSI
(Please attach details including name, membership no., experience
etc. of the active partner/employee)
6 Annual turnover of the PCS/Firm in preceding Financial Year based
on ITR/balance sheet (please attach documentary evidence)
7 Profile of the Firm
8 List of major clients (public Companies) including, past and present,
with details of type of services provided.
9 List of Companies for whom Secretarial Audit has been carried out for
FY 2017-18.
10. Self - Attested copy of ICSI Registration Certificate
11. Self-Declaration in the enclosed format (Annexure IV)
12. PAN No. (Please attach documentary evidence)
GST registration No. (Please attach documentary evidence)
13. Any other relevant information (please attach separate sheet, if
required)
Declaration
All the information provided by me/us herein above is correct.
I/We have no objection if enquiries are made about the work listed by me/us in
the accompanying sheets/annexure.
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I/We have read all the terms & Conditions of bid and the instructions and these
are acceptable to me/us.
Signature :
Name & Designation of the Authorised Signatory
Stamp of the PCS/Firm :
Date :
Place :
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ANNEXURE VI
(On letter head of Practicing Company Secretary/Firm of Company Secretaries)
PROFORMA FOR FINANCIAL BID
(For conducting Secretarial Audit of The New India Assurance Co. Ltd.)
To
General Manager
The New India Assurance Company Limited
First Floor, New India Assurance Bldg.,
87 M.G. Road, Fort,
Mumbai 400 001
Sl. No. Description Amount in INR (In Amount in INR (In
figures) (exclusive words)
of taxes)
1. Conducting
Secretarial Audit
of NIACL for FY
2018-19
Total amount in words: Rupees _______________________________________ plus
applicable taxes .
Signature :
Name & Designation of the Authorised Signatory
Stamp of the PCS/Firm :
Date :
Place :
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ANNEXURE VII
D R A F T AGREEMENT
(To be executed after issue of Letter of Award on Stamp paper of appropriate
value)
This Agreement (hereinafter together with .......... Appendices attached hereto
called the Agreement) is made on ........ day of ....... 2018 between The New India
Assurance Co. Ltd. on the one part thereinafter called NIACL) and
M/s...............(hereinafter called the Secretarial Audit Firm/Proprietorship) on
the other part (Notwithstanding such association, the Firm will be represented
hereunder at all times by ..................... which will retain full and undivided
responsibility for the performance of the obligations hereunder and for
satisfactory completion of the Secretarial Auditing services to be performed
hereunder).
Whereas a RFP dated --/--/2018 was issued for appointment of Secretarial
Auditor for FY 2018-19 through competitive bidding process to meet the
compliance of secretarial audit u/s 204 of the Companies Act 2013 and whereas
M/s._________________________ has been declared as a successful bidder and is
required to execute an agreement to provide the service of secretarial audit in
terms and reference and conditions set forth herein.
NOW THIS AGREEMENT WITNESSETH as follows:
1.In this agreement words and expression shall have the same meaning as
are respectively assigned to them in the RFP Document hereinafter
referred to.
2.The following document shall be deemed to form and be ready and
construed as part of this Agreement viz.
a. The RFP Document for Appointment of Audit firm for
conducting secretarial audit as issued by NIACL.
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b.All amendments to the RFP Document for appointment of audit
firm for conducting secretarial audit as issued by NIACL prior
to submission of bids, queries of bidders, if any.
c.Letter of Award issued by NIACL vide no. ............. Dated
.......... And all correspondence exchanged between NIACL and
the Secretarial Audit firm up to the date of Letter of Award as
specifically referred ot in the said Letter of Award.
3. In consideration of the payment to be made by NIACL to the Secretarial Audit
firm as herein after mentioned the Secretarial Audit Firm hereby covenants with
NIACL to execute and complete the works in conformity with in all respects with
the provisions of the agreement.
4. NIACL hereby covenants to pay the Audit firm in consideration of the
completion of the works the counterpart charges in the manner prescribed in the
proposal document and accepted by the Audit firm.
CONFIDENTIALITY
The bidder must undertake that they shall hold in turst any information received
by them, under the Contract/Agreement and the strictest of confidence shall be
maintained in respect of such information. The Audit firm has also to agree :
To maintain and use the information only for the purposes of the
Contract/Agreement and only as permitted by NIACL;
To only make copies as specifically authorized by the prior written consent of
NIACL and with the same confidential or proprietary notices as may be
printed or displayed on the original;
To restrict access and disclosure of information to such of their employees,
agents, strictly on a "need to know" basis to maintain confidentiality of the
information disclosed to them in a Confidential Information.
To treat all information as Confidential Information.
RENEWAL OF ASSIGNMENT :
NIACL may at its option, renew the contract every year for further two financial
years i.e. for FY 2019-2020 and FY 2020-2021 subject to annual performance
review and confirmation of the PCS Firm to continue with the assignment on
24
mutually agreed terms and conditions.
JURISDICTION :
The Courts of India at Mumbai have exclusive jurisdiction to determine any
proceeding in relation to this Agreement.
IN WITNESS WHEREOF the parties hereto have caused their respective common
seals to be hereunto affixed (or have hereunto set their respective hands and
seals) the day and year first above written.
Binding signature of Binding signature of
The New India Assurance Co. Ltd. Audit Firm
Witness : Witness :
1. 1.
2. 2.
25
ANNEXURE - VIII
FORMAT OF UNCONDITIONAL BID ON THE LETTERHEAD OF THE BIDDER
This is to certify that the fee quoted by us for engagement as Secretarial Audit of The New India
Assurance Company Limited for FY 2018-19 is in accordance with the terms and conditions laid
down in the Request for Proposals Ref No. [] dated [] displayed on the website of the
Company and is unconditional.
Seal with signature of authorized signatory of the bidder.
26
ANNEXURE IX
SPECIAL INSTRUCTIONS TO BIDDERS FOR E-TENDERING
1. Tender document with detailed terms and conditions is available on our website
https://newindia.eproc.in. Interested parties may download the same and participate in
the tender as per the instructions given therein, on or before the due date of the tender.
The tender shall have to be submitted online through the e-Procurement system on
https://newindia.eproc.in.
2. As a pre-requisite for participation in the tender, vendors are required to obtain a valid
Digital Certificate of Class IIB(with both signing and encryption component) and above as
per Indian IT Act from the licensed Certifying Authorities (For ex. N-codes, Sify, E-mudra
etc.) operating under the Root Certifying Authority of India (RCIA), Controller of
Certifying Authorities (CCA). The cost of obtaining the digital certificate shall be borne by
the vendor.
In case any vendor so desires, he may contact our e-Procurement service provider M/s. C1
India Pvt. Ltd., Mumbai for obtaining the Digital Signature Certificate.
3. Corrigendum/amendment, if any, shall be notified on the site https://newindia.eproc.in. In
case any corrigendum/amendment is issued after the submission of the bid, then such
vendors, who have submitted their bids, shall be intimated about the
corrigendum/amendment by a system-generated email (In case of open tender
corrigendum / amendment will be on the public dash board and no mail will be fired for
the vendor who has not participated by that time). It shall be assumed that the
information contained therein has been taken into account by the vendor. They have the
choice of making changes in their bid before the due date and time.
4. Vendors are required to complete the entire process online on or before the due date of
closing of the tender.
5. The Commercial Bid of only those vendors shall be opened whose Technical bid is found to
be acceptable to us. The schedule for opening the Commercial bid shall be advised
separately.
6. Directions for submitting online offers, electronically, against e-Procurement tenders
directly through internet:
i. Vendors are advised to log on to the website (https://newindia.eproc.in) and arrange
to register themselves at the earliest.
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ii. The system time (IST) that will be displayed on e-Procurement web page shall be the
time considered for determining the expiry of due date and time of the tender and
no other time shall be taken into cognizance.
iii. Vendors are advised in their own interest to ensure that their bids are submitted in e-
Procurement system well before the closing date and time of bid. If the vendor
intends to change/revise the bid already entered, he may do so any number of
times till the due date and time of submission deadline. However, no bid can be
modified after the deadline for submission of bids.
iv. Once the entire process of submission of online bid is complete, the vendors are
required to go to option own bid view through dashboard and take the print of the
envelope receipt as a proof of submitted bid.
v. Bids / Offers shall not be permitted in e-Procurement system after the due date / time
of tender. Hence, no bid can be submitted after the due date and time of
submission has elapsed.
vi. No manual bids/offers along with electronic bids/offers shall be permitted.
7. Once the Commercial Bids are opened, vendors can see the rates quoted by all the
participating bidders by logging on to the portal under their user ID and password and
clicking on other bid view.
8. No responsibility will be taken by and/or the e-Procurement service provider for any delay
due to connectivity and availability of website. They shall not have any liability to vendors
for any interruption or delay in access to the site irrespective of the cause. It is advisable
that vendors who are not well conversant with e-tendering procedures, start filling up the
tenders much before the due date /time so that there is sufficient time available with
him/her to acquaint with all the steps and seek help if they so require. Even for those who
are conversant with this type of e-tendering, it is suggested to complete all the activities
ahead of time. It should be noted that the individual bid becomes viewable only after the
opening of the bid on/after the due date and time. Please be reassured that your bid will
be viewable only to you and nobody else till the due date/ time of the tender opening. The
non-availability of viewing before due date and time is true for e-tendering service
provider as well as New India Assurance officials.
9. New India Assurance and/or the e-Procurement service provider shall not be responsible
for any direct or indirect loss or damages and or consequential damages, arising out of the
bidding process including but not limited to systems problems, inability to use the system,
loss of electronic information etc.
10. In case of any clarification pertaining to e-Procurement process, the vendor may contact the
following agencies / personnel:
28
1. For e-Tendering M/s.C1 India 022-66865600
Support
newindiasupport@c1india.com
2 For Tender related The New India 022-22708460/281
Technical Queries Assurance Co. Ltd
hardware.ho@newindia.co.in
Ms Jayashree Nair ,
For Tender related Company Secretary, The 022- 22708263 / 219 / 239
3
Queries New India Assurance cs.nia@newindia.co.in
Company Limited
29
ANNEXURE-X
Details
Sr. Provided/Attached
Required Details or Documents (Tick) Page No.
No.
Yes No
1. Details of the Firm (Name, Address, Contact details, etc.)
2. Details Directors/Partner(s)
3. Details of office in Mumbai
4. Details of Other Branches in India and Overseas
5. List of Major Clients
6. List of Stock Market Listed companies whose audit was completed by
CS firm.
7. Self-Attested Copy of ICSI Registration Certificate
8. Self-Attested Copy of Profit & Loss Account and Balance Sheet of the
Firm for the last 3 (three) financial years i.e. FY 2015-16, 2016-17 &
2017-18
9. Self-Attested Copy of Certificate of Practice
10. Self-Declaration in the enclosed format (Annexure IV)
11. Self-Attested Copy PAN of the Firm
12. Self-Attested Copy of GST Certificate of the Firm
13. Details of Active Partners and Qualified CA employee
14. Turnover of the firm as Per ITR
15. Bank Account Details of the Firm Cancelled Cheque
30
Annexure-XI
NDA FORMAT
(Should be on Rs.100/-stamp
paper)
This confidentiality and non-disclosure agreement is made on the....................day
of...................., 20.....BETWEEN(Bidder),(here in after to be referred to as" -------")which
expression shall unless repugnant to the subject or the context mean and included its successors,
nominees or assigns a company incorporated under the Companies Act, 1956 and having its
principal office at
....................(address).
AND THE NEW INDIA ASSURANCE COMPANY LIMITED (here in after to be called "NIACL") which
expression shall unless repugnant to the subject or the context mean and included its successors,
nominees or assigns having its Registered Office at..........(address) on the following terms and
conditions:
WHEREAS, in the course of the business relationship between the aforesaid parties, both the
parties acknowledge that either party may have access to or have disclosed any information,
which is of a confidential nature, through any mode and recognize that there is a need to disclose
to one another such confidential information, of each party to be used only for the Business
Purpose and to protect such confidential information from unauthorized use and disclosure;
NOW THEREFORE, in consideration of the mutual promises contained herein, the adequacy and
sufficiency of which consideration is hereby acknowledged and agreed, the parties hereby agree
as follows: --
This Agreement shall apply to all confidential and proprietary information disclosed by one party
to the other party, including information included in the caption `Definitions' of this Agreement
and other information which the disclosing party identifies in writing or otherwise as confidential
before or within thirty days after disclosure to the receiving party("Confidential Information").
Information may be in any form or medium, tangible or intangible, and may be
communicated/disclosed in writing, orally, electronically or through visual observation or by any
other means to one party (the receiving party) by the other party (the disclosing party) provided
any information which has been disclosed in an intangible form shall reduce to writing within
fifteen (15) business days for such information to be deemed as Confidential Information
1. DEFINITIONS
(a) CONFIDENTIAL INFORMATION means all the information of the Disclosing Party which is
disclosed to the Receiving party pursuant to the business arrangement whether oral or written or
through visual observation or in electronic mode and shall include but is not limited to trade
secrets, know-how, inventions, techniques, processes, plans, algorithms, software programs, source
code, semiconductor designs, schematic designs, business methods, customer lists, contacts,
financial information, sales and marketing plans techniques, schematics, designs, contracts,
financial information, sales and marketing plans, business plans, clients, client data, business affairs,
operations, strategies, inventions, methodologies, technologies, employees, subcontractors, the
contents of any and all agreements, subscription lists, customer lists, photo files, advertising
materials, contract quotations, charity contracts, documents, passwords, codes, computer
programs, tapes, books, records, files and tax returns, data, statistics, facts, figures, numbers,
31
records, professionals employed, correspondence carried out with and received from professionals
such as Advocates, Solicitors, Barristers, Attorneys, Chartered Accountants, Company Secretaries,
Doctors, Auditors, Surveyors, Loss Assessors, Investigators, Forensic experts, Scientists, Opinions,
Reports, all matters coming within the purview of Privileged Communications as contemplated
under Indian Evidence Act, 1872, legal notices sent and received, Claim files, Insurance policies,
their rates, advantages, terms, conditions, exclusions, charges, correspondence from and with
clients/ customers or their representatives, Proposal Forms, Claim-forms, Complaints, Suits,
testimonies, matters related to any enquiry, claim-notes, defenses taken before a Court of Law,
Judicial For a, Quasi-judicial bodies, or any Authority, Commission, pricing, service proposals,
methods of operations, procedures, products and/ or services and business information of the
Disclosing Party. The above definition of Confidential Information applies to both parties equally;
however, in addition, without limitation, where the Disclosing Party is the NIACL, no information
that is exempted from disclosure under section 8 or any other provision of Right to Information Act,
2005 shall at any time be disclosed by the Receiving Party to any third party.
(b) MATERIALS mean including without limitation, documents, drawings, models, apparatus,
sketches, designs and lists furnished to the Receiving Party by the Disclosing Party and any tangible
embodiments of the Disclosing Party's Confidential Information created by the Receiving Party.
2. COVENANT NOT TO DISCLOSE
The Receiving Party will use the Disclosing Party's Confidential Information solely to fulfill its
obligations as part of and in furtherance of the actual or potential business relationship with the
Disclosing Party. The Receiving Party shall not use the Confidential Information in anyway that is
directly or indirectly detrimental to the Disclosing Party or its subsidiaries or affiliates, and shall
not disclose the Confidential Information to any unauthorized third party. The Receiving Party
shall not disclose any Confidential Information to any person except to its employees, authorized
agents, consultants and contractors on a need to know basis, who have prior to the disclosure of
or access to any such Confidential Information agreed in writing to receive it under terms at least
as restrictive as those specified in this Agreement.
In this regard, the agreement entered into between the Receiving Party and any such person/s
shall be forwarded to the Disclosing Party promptly thereafter. Prior to disclosing any Confidential
Information to such person/s, the Receiving Party shall inform them of the confidential nature of
the information and their obligation to refrain from disclosure of the Confidential Information. The
Receiving party shall use at least the same degree of care in safeguarding the Confidential
Information as it uses or would use in safeguarding its own Confidential Information, and shall
take all steps necessary to protect the Confidential Information from any unauthorized or
inadvertent use. In no event, shall the Receiving Party take all reasonable measures that are
lesser than the measures it uses for its own information of similar type. The Receiving Party and
its Representatives will immediately notify the Disclosing Party of any use or disclosure of the
Confidential Information that is not authorized by this Agreement. In particular, the Receiving
Party will immediately give notice in writing to the Disclosing Party of any unauthorized use or
disclosure of the Confidential Information and agrees to assist the Disclosing Party in remedying
such unauthorized use or disclosure of the Confidential Information. The Receiving Party and its
Representatives shall not disclose to any person including, without limitation any corporation,
sovereign, partnership, company, Association of Persons, entity or individual
(i) the fact that any investigations, discussions or negotiations are taking place concerning the
actual or potential business relationship between the parties,
(ii) that it has requested or received Confidential Information, or
(iii) any of the terms, conditions or any other fact about the actual or potential business
relationship.
This confidentiality obligation shall not apply only to the extent that the Receiving Party can
demonstrate that:
32
a. The Confidential Information of the Disclosing Party is, or properly became, at the time of
disclosure, part of the public domain, by publication or otherwise, except by breach of the
provisions of this Agreement; or
b. was rightfully acquired by the Receiving Party or its Representatives prior to disclosure by the
Disclosing Party;
c. was independently developed by Receiving Party or its Representatives with out reference to
the Confidential Information; or
d. the Confidential Information of the Disclosing Party is required to be disclosed by a
Government agency, is the subject of a subpoena or other legal or demand for disclosure;
provided, however, that the receiving party has given the disclosing party prompt written
notice of such demand for disclosure and the receiving party reasonably cooperates with the
disclosing party's efforts to secure an appropriate protective order prior to such disclosure.
e. is disclosed with the prior consent of or was duly authorized in writing by the disclosing party.
3. RETURN OF THEMATERIALS
Up on the disclosing party's request, the receiving party shall either return to the disclosing party
all Information or shall certify to the disclosing party that all media containing Information have
been destroyed. Provided, however, that an archival copy of the Information may be retained in
the files of the receiving party's counsel, solely for the purpose of proving the contents of the
Information.
4. OWNERSHIP OF CONFIDENTIALINFORMATION
The Disclosing Party shall be deemed the owner of all Confidential Information disclosed by it or
its agents to the Receiving Party hereunder, including without limitation all patents, copyright,
trademark, service mark, trade secret and other proprietary rights and interests therein, and
Receiving Party acknowledges and agrees that nothing contained in this Agreement shall be
construed as granting any rights to the Receiving Party, by license or otherwise in or to any
Confidential Information. Confidential Information is provided "as is" with all faults. By disclosing
Information or executing this Agreement, the disclosing party does not grant any license,
explicitly or implicitly, under any trademark, patent, copyright, mask work protection right, trade
secret or any other intellectual property right.
In no event, shall the Disclosing Party be liable for the accuracy or completeness of the
Confidential Information. THE DISCLOSING PARTY DISCLAIMS ALL WARRANTIES REGARDING
THE INFORMATION, INCLUDING ALL WARRANTIES WITH RESPECT TO INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS AND ALL WARRANTIES AS TO THE ACCURACY OR UTILITY OF
SUCH INFORMATION. Execution of this Agreement and the disclosure of Information pursuant to
this Agreement does not constitute or imply any commitment, promise, or inducement by either
party to make any purchase or sale, or to enter into any additional agreement of any kind.
5. REMEDIES FOR BREACH OFCONFIDENTIALITY
1. The Receiving Party agrees and acknowledges that Confidential Information is owned solely by
the disclosing party (or its licensors) and that any unauthorized disclosure of any Confidential
Information prohibited herein or any breach of the provisions herein may result in an
irreparable harm and significant injury and damage to the Disclosing Party which may be
difficult to ascertain and not be adequately compensable in terms of monetary damages. The
Disclosing Party will have no adequate remedy at law thereof, and that the Disclosing Party
may, in addition to all other remedies available to it at law or inequity, be entitled to obtain
timely preliminary, temporary or permanent mandatory or restraining injunctions, orders or
decrees as may be necessary to protect the Disclosing Party against, or on account of, any
33
breach by the Receiving Party of the provisions contained herein, and the Receiving Party
agrees to reimburse the reasonable legal fees and other costs incurred by Disclosing Party in
enforcing the provisions of this Agreement apart from paying damages with interest at the
market rate prevalent on the date of breach to the Disclosing Party.
2. The Receiving Party agrees and acknowledges that any disclosure, misappropriation,
conversion or dishonest use of the said Confidential Information shall, in addition to the
remedies mentioned above, make the Receiving Party criminally liable for Breach of Trust
under section 405 of the Indian Penal Code.
6. TERM
This Agreement shall be effective on the first date written above and shall continue in full force
and effect for the term of the assignment and for a period of two years thereafter. This
Agreement shall however apply to Confidential Information disclosed by the Disclosing Party to
the Receiving Party prior to, as well as after the effective date hereof. The Receiving Party
acknowledges and agrees that the termination of any agreement and relationship with the
Disclosing Party shall not in any way affect the obligations of the Receiving Party in not disclosing
of Confidential Information of the Disclosing Party set forth herein. The obligation of non-
disclosure of Confidential Information shall bind both parties, and also their successors, nominees
and assignees for the term of the assignment and for a period of two years thereafter.
7. GOVERNING LAW & JURISDICTION
This Agreement shall be governed by and construed with solely in accordance with the laws of
India in every particular, including formation and interpretation without regard to its conflicts of
law provisions. Any proceedings arising out of or in connection with this Agreement shall be
brought only before the Courts of competent jurisdiction in Mumbai.
8. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between the parties as to the
subject-matter of this Agreement and supersedes all prior or simultaneous representations,
discussions, and negotiations whether oral or written or electronic. This Agreement may be
amended or supplemented only by a writing that is signed by duly authorized representatives of
both parties.
9. WAIVER
No term or provision hereof will be considered waived by either party and no breach excused by
the Disclosing Party, unless such waiver or consent is in writing signed by or on behalf of duly
Constituted Attorney of the Disclosing Party. No consent or waiver whether express or implied of
a breach by the Disclosing Party will constitute consent to the waiver of or excuse of any other or
different or subsequent breach by the Receiving Party.
10. SEVERABILITY
If any provision of this Agreement is found invalid or unenforceable, that part will be amended to
achieve as nearly as possible the same economic or legal effect as the original provision and the
remainder of this Agreement will remain in full force.
11. NOTICES
34
Any notice provided for or permitted under this Agreement will be treated as having been given
when (a) delivered personally, or (b) sent by confirmed telecopy, or (c) sent by commercial
overnight courier with written verification of receipt, or (d) mailed postage prepaid by certified or
registered mail, return receipt requested, or (e) by electronic mail, to the party to be notified, at
the address set forth below or at such other place of which the other party has been
notified in accordance with the provisions of this clause. Such notice will be treated as having
been received upon actual receipt or five days after posting. Provided always that notices to the
NIACL shall be served on the Information Technology Department of the Company's Head Office
at Mumbai and a CC thereof be earmarked to the concerned Branch, Divisional or Regional Office
as the case may be by RPAD & email.
IN WITNESS, WHEREOF THE PARTIES HERE TO have set and subscribed their respective hands
and seals the day and year herein above mentioned.
a) SIGNED SEALED & DELIVERED BY THE b) SIGNED SEALED & DELIVEREDBY THE
WITHIN NAMED INSURANCE COMPANY WITHIN NAMED(BIDDER)
In the presence of In the presence of
Witnesses:1 Witnesses:1
Witnesses:2 Witnesses:2
35
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