Request for Proposal for Appointment of Retainer for regular
Review and assistance in Goods & Service Tax (GST) Compliances
`
REQUEST FOR PROPOSAL (RFP)
FOR
APPOINTMENT OF RETAINER FOR REGULAR REVIEW AND
ASSISTANCE IN GOODS & SERVICE TAX (GST) COMPLIANCES
RFP REFERENCE NO. FAD/ 704/2021-22
DATED: March 12, 2021
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
IDBI BANK LIMITED,
IDBI TOWER, WTC COMPLEX,
CUFFE PARADE,
MUMBAI – 400 005.
CIN: L65190MH2004GOI148838
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
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 IDBI Bank Limited (IDBI Bank/Bank), is
subject to 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 IDBI Bank. 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 costs 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.
IDBI Bank makes no representation or warranty and shall incur no liability under any
law, statute, rules or regulations as to the accuracy, reliability or completeness of this
RFP. Bank may in its absolute discretion, but without being under any obligation to do
so, update, amend or supplement the information in this RFP.
The information contained in this RFP document is selective and is subject to update,
expansion, revision and amendment. IDBI Bank 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. IDBI Bank reserves the right of discretion to change, modify, add to or alter
any or all of the provisions of this RFP and/or the 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 IDBI Bank. 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 IDBI Bank.
Information provided 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. IDBI Bank does not own any
responsibility for the accuracy or otherwise for any interpretation or opinion on law
expressed herein. Further, IDBI Bank also does not accept liability of any nature
whether resulting from negligence or otherwise howsoever caused arising from
reliance of any Bidder upon the statements contained in this RFP.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
IDBI Bank reserves the 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 loss/injury that Bidder might suffer due to such reason. The decision of IDBI
Bank shall be final, conclusive and binding on all the Bidders/parties directly or
indirectly connected with the bidding process.
Bids not satisfying the procedure prescribed in the RFP will be treated as invalid and
rejected summarily.
It may be noted that notice regarding corrigenda, addendums, amendments, time-
extensions, clarifications, response to Bidders’ queries etc., if any to RFP, will not be
published through any advertisement in newspapers or any other media. Prospective
Bidders shall regularly visit Bank’s website www.idbibank.in for getting updates
regarding any changes / development in relation to this RFP.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
TABLE OF CONTENTS
1. Bid Details
2. Overview
3. Purpose
4. Invitation
5. Definitions
6. Eligibility Criteria
7. Terms of reference
8. Earnest Money Deposit
9. Clarification and amendment of RFP documents
10. Bidding Document
11. Validity Period of the proposal / bid
12. Preparation of proposal / bid
13. Submission, receipt and opening of proposal
14. Proposal evaluation
15. Disclaimer
16. Contract finalization
17. Confidentiality Agreement / Undertaking
18. Tenure of Contract
19. Indemnification & Cancellation of Appointment
20. Liquidated Damage / Penalty
21. Representations and Warranties
22. Governing Law & Jurisdiction of Courts
23. Resolution of Disputes
24. Miscellaneous Terms & Conditions
25. Integrity Pact
26. Performance Bank Guarantee
27. Information Security
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Annexure A Eligibility Criteria
Annexure B Technical Proposal – Letter of proposal
Annexure B-1 Particulars to be furnished for the purpose of appointment of
Retainer for regular review and assistance in GST Compliances
Annexure B-2
Particulars in respect of experience to be appointed as Retainer
Annexure B-3 for advisory / compliance/Implementation services with respect
Annexure B-4 to GST.
Annexure B-5 Details of Bidders / affiliates / group companies
Details of Partners of the Bidder including its Affiliates/
Annexure B-6 Group companies/ member firms working under the common
brand name and engaged in similar activity of Indirect Taxes
Annexure C Retainer practice
Annexure C-1
Annexure D Details of full time professional staff of the Bidder including its
Affiliates/ Group companies/ member firms working under the
Annexure E common brand name and engaged in similar activity of Indirect
Annexure F Taxes Retainer practice on full-fledged basis
Annexure G Team member profile – Details of Persons who will constitute
Annexure H the team for the proposed assignment
Annexure I
Annexure J Commercial Proposal – Covering letter
Annexure K Commercial Bid
Annexure L Parameters for selection of Retainer for regular review and
Annexure M assistance in GST Compliances
Terms of Reference
Payment terms
Parameters used for technical evaluation
Format of Performance Security
Format of Draft Agreement
Format of Letter of Appointment
Format of Non-Disclosure Agreement
Format of Integrity Pact
Format of Information Security Certificate
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Request for Proposal for Appointment of Retainer for regular review
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Request for Proposal (RFP)
1. BID DETAILS
1. Date and time of Date: 12.05.2021 Time: 10.00 A.M
commencement of Bidding Time: 5.00 P.M
Process (i.e. Posting of Tender Time: 5.00 P.M
Document on Web Site) Time: 3.00 P.M
2. Last date and time for receipt of Date: 19.05.2021
Written Pre- Bid queries for
clarification from bidders
3. Date and time for issuing Date: 24.05.2021
clarifications to Pr e - B i d
queries by the Bank
4. Last date and Time for Date: 02.06.2021
submission of Bidding
Documents Including Technical
and Financial Bid
5. Date and Time of opening of the Date: 02.06.2021 Time: 4.00 P.M
Technical Bids
6. Place of opening bids IDBI BANK LIMITED,
22nd Floor, Taxation Cell, Finance &
Accounts Department, IDBI Tower, WTC
Complex, Cuffe Parade, Mumbai-400005.
The Authorized R epresentatives of
Bidders may be present during opening
of the Technical Bid. However, Technical
Bids could be opened even in the absence
of any or all of the Bidders representatives
7. The eligible Bidders, who would qualify as per the eligibility criteria in
Annexure A would be informed by the Bank through e-mail. Subsequently,
these eligible bidders would be invited for presentation to the appointed
internal committee. The technical proposals including presentation shall be
evaluated based on parameters given in Annexure G and the Bidder securing
minimum 80% as per the scoring given in Annexure G shall be considered
as qualified for opening of Financial bid which shall be opened subsequently.
8. Address of 1. Name: Shri Kishore K M
communication ( Bank ) 2. Designation: Deputy General Manager
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
9. Cost of Bid 3. Address: IDBI Bank Limited, Finance &
Documents Accounts Department – Taxation Cell, 22nd
Floor, IDBI Tower, WTC Complex, Cuffe
(Non-refundable) Parade, Mumbai-400005.
4. Contact Number: 022- 66194367
5. E-mail: km.kishore@idbi.co.in
Rs.10,000/- (Rupees Ten Thousand) + GST @ 18%
in the form of Demand Draft/Pay Order in favour of
‘IDBI Bank Limited’, payable at Mumbai.
10. Earnest Money Rs.2,50,000/- (Rupees Two Lakh Fifty Thousand
Deposit only) in the form of Demand Draft in favour of
“IDBI Bank Limited” payable at Mumbai. EMD
should be enclosed with Technical Bid.
11. Performance Performance Bank Guarantee as security for an
Security Deposit amount equivalent to 20% of the Contract Value is to
be submitted by the Successful Bidder within 15 days
from the date of acceptance of Offer by the
Successful Bidder and the same shall be valid for 2
years & 9 months plus 1 year Claim Period from the
date of acceptance which may be extended with
mutual consultation.
Note:
1. This Bid document is the property of Bank & is not transferable.
2. This bid document has 99 pages.
3. If a holiday is declared on the dates mentioned above, the bids shall be
received / opened on the next working day at the same time specified above
and at the same venue unless communicated otherwise.
4. No queries will be entertained after the date and time mentioned in this
schedule, therefore.
2. Overview
IDBI Bank, a company incorporated and registered under Companies Act,
1956 and a company under section 2(20) of Companies Act 2013 and a
banking company under section 5(c) of the Banking Regulation Act, 1949,
is a new generation bank that rides on a cutting edge Core Banking platform.
IDBI Bank has network of over 1800 branches, 3400 + ATMs spread across
India and offers wide range of products and services to both Corporate and
Retail Customers. IDBI Bank also provides services to its customers
through alternate channels such as Internet Banking, Debit Cards, Mobile
Banking etc.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
3. Purpose
As per the requirement of Goods and Services Tax (GST) Acts/ laws,
IDBI Bank has obtained 36 registrations (including IFSC unit in Gift City) in
36 States / Union Territories and Gift City, Gujarat. The Bank has
successfully implemented GST. The Bank invites bids through this RFP, as per
the Terms of Reference given in Annexure E, for appointment of Retainer
for regular review and assistance in GST compliances from eligible
Chartered Accountant firms of repute and proven track record.
4. Invitation
The Bank invites Bids /Proposals for Appointment of as Retainer for regular
review and assistance in GST compliances as per the Terms of Reference
given in Annexure E for the Bank. The Bidders desirous of taking up the
Assignment as Retainer are invited to submit their Proposal in response to this
RFP. The criteria and the actual process of evaluation of the Proposals in
response to the RFP and subsequent selection of the Successful Bidder (SB)
will be entirely at Bank’s discretion. The B idders should have necessary
experience, capability and expertise to perform, as per the scope of work and
to adhere to the Bank’s requirements/ terms and conditions outlined in the
RFP. The RFP is not an offer by IDBI Bank, but an invitation to receive
responses from the potential Bidders. No contractual obligation whatsoever
shall arise from the RFP process unless and until a formal contract is signed
and executed by duly authorized official(s) of IDBI Bank with a SB.
5. Definitions
a) “Bank/ IDBI Bank” means IDBI Bank Limited, a company incorporated
Companies Act, 1956 and a banking company under section 5 (c) of the
Banking Regulation Act, 1949 and a company within the meaning of Section
2(20) of the Companies Act, 2013 which has invites B ids for GST Retainer,
and with which the selected Bidder signs the contract for the services to be
rendered and to whom the selected Bidder shall provide services as per the
terms and conditions and terms of reference of the contract.
b) “Group” collectively includes both the subsidiaries of Bank and Associates of
Bank.
c) “Bidder/ Applicant/ GST Retainer” means the entity or firm who is
submitting its proposal for providing services to Bank.
d) “Affiliates/ Group Companies” means membership firms working under the
common brand name and engaged in similar activity of accounting advisory/
financial services, and registered in India.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
e) “Partner” means a partner as defined under Partnership Act 1932 and also
includes a professional sharing profit in a chartered accounting firm/ LLP
under the Limited Liability Partnership Act 2008.
f) “Personnel/ Professional” means full time staff with minimum qualification of
Chartered Accountant and on the payroll of the Bidder.
g) “Proposal/ Bid” means the technical proposal and the Commercial/Financial
proposal.
h) “RFP” means this “Request For Proposal” prepared by Bank for the
Appointment of Retainer for regular review and assistance in Goods and
Service Tax (GST) compliances.
i) “Assignment” or “Project” or “Services” or “Job” means the work to be
performed by the GST Retainer pursuant to the contract.
j) “Terms of Reference (TOR)” means the document included in the RFP which
explains the scope of work, activities, tasks to be performed, etc.
k) “Contract” or “Agreement” or “Engagement Letter” means the offer &
acceptance / contract signed by the parties and all the attached documents and
the appendices.
l) “Day” means a calendar day.
m) “Parties”- Party or Parties means Bank or Bidder/ Selected Bidder/ Retainer
or both (ALL) as the case may be.
6. Eligibility Criteria
6.1. Applicants must read carefully the eligibility criteria provided Annexure-A.
Proposals of only those Applicants who satisfy these conditions will be
considered for evaluation process.
6.2. The Eligibility Criteria will apply to the Bidder along with its Affiliates/ Group
Companies/ member firms working under the common brand name. It should
have neither failed to perform on any agreement during the last three years, as
evidenced by imposition of a penalty by an arbitral or judicial
pronouncement or awarded against the Applicant or its Affiliates or its
member firms, nor from any project or agreement nor had any agreement
terminated for breach by such Applicant of its Affiliates or member firms. Self
Declaration to be furnished on the letterhead of the Firm.
6.3. Conflict of interest
6.3.1. Bank requires that the selected GST Retainer provide professional, objective,
and impartial advice, and at all times hold Bank’s interest paramount, strictly
avoid conflicts with other assignment(s)/ job(s) or their own corporate
interests, and act without any expectation/ consideration for award of any
future assignment(s) from Bank.
6.3.2. Without limitation on the generality of the foregoing, the selected GST
Retainer and any of their Affiliates and member firms, shall be considered to
have a conflict of interest (and shall not be engaged under any of the
circumstances) as set forth below:
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
i. Conflicting assignment/job: The GST Retainer (including its Personnel)
or any of its Affiliates and member firms shall not be hired for any
assignment/job that, by its nature, may be in conflict with another
assignment/job of consultancy to be executed for the same and/or for another
employer.
ii. Conflicting relationships: The GST Retainer (including its Personnel)
having a business or family relationship with a member of Bank’s staff who is
directly or indirectly involved in any part of (i) the preparation of the terms of
reference of the assignment/job, (ii) the selection process for such
assignment/job, or (iii) supervision of the contract, may not be awarded a
contract, unless the conflict stemming from such a relationship has been
resolved in a manner acceptable to Bank throughout the selection process and
the execution of the contract.
6.3.3. The Bidder shall ensure that employees of Bank shall not work as, for or be a
part of the firm of selected GST Retainer for regular review and assistance in
GST compliances.
7. Terms of Reference
As given in Annexure E.
8. Earnest Money Deposit (EMD)
8.1 The Bidder shall submit the EMD of Rs.2,50,000/- (Rupees Two Lakh Fifty
Thousand only) by way of demand draft favoring “IDBI Bank Limited‟
payable at Mumbai.
8.2 EMD may be forfeited:
a) If bidder withdraws Bid during the period of Bid Validity; or
b) If the successful bidder fails to sign contract; or
c) If the successful bidder fails to furnish Performance Bank Guarantee
(PBG) on signing of contract’ or
d) If the successful Bidder fails to deliver the relevant Services within the
stipulated period to the satisfaction of Bank; or
e) If the successful Bidder fails to comply any of the terms of RFP or
Contract.
8.3 EMD should be kept in the envelope containing Technical Proposal as per
Annexure B. Any Technical Proposal envelope not accompanied by the
requisite EMD shall be treated as non-responsive and is liable to be rejected.
8.4 The EMD of the unsuccessful Bidders will be returned as early as possible,
after completion of process of selection of the Retainer for regular review and
assistance in GST compliances. The EMD of the selected GST Retainer
shall be refunded only after r e c e i p t o f P B G .
8.5 No interest is payable on the amount of EMD.
8.6 If EMD is forfeited for any reason, the concerned Bidder will be debarred from
further participation in future three RFPs floated by the Bank.
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Request for Proposal for Appointment of Retainer for regular review
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9. Clarification and amendment of RFP documents
9.1 The Bidder may request a clarification on any clause of the RFP documents
latest by May 19, 2021 at 05:00 PM. Any request for clarification must be sent
by e-mail to km.kishore@idbi.co.in. Bank will respond by e-mail. The
responses of the Bank will be published on Bank’s website without identifying
the source of the query. If Bank deem it necessary to amend the RFP as a
result of a clarification, it shall do so in accordance with the procedure stated
under paragraph 9.2 below.
9.2 At any time prior to the deadline for submission of proposal, Bank at its
discretion may modify the RFP by amendment. Any clarification issued by
Bank will be in the form of an addendum/ corrigendum and will be available in
Banks’s website - https://www.idbibank.in. The amendment will be binding
on all Bidders. Bank, at its discretion may extend the deadline for submission
of Bids in order to allow prospective Bidders a reasonable time to take the
amendment into account. Interested Bidders are advised to frequently visit the
web site of the Bank for updating themselves about changes, if any, made in
the RFP before the Bid submission date.
10. Bidding Document
10.1. Detailed description of the objectives, scope of services, deliverables and other
requirements relating to the Assignment/Services are specified in Annexure E
of this RFP. Interested applicants eligible as per Annexure “A” may
participate in the Selection Process by submitting the bids as expected in this
document.
10.2. Applicants are advised that the selection of GST Retainer shall be on the basis
of an evaluation/ Selection Process specified in this RFP in Para 14. Applicants
shall be deemed to have understood and agreed that no explanation or
justification for any aspect of the Selection Process will be given and that the
Bank’s decisions are without any right of appeal whatsoever.
10.3. No Bidder shall submit more than one Bid for the Assignment.
10.4. The Bidder shall be responsible for all costs associated with the preparation
of their Proposals and their participation in the Selection Process including
subsequent negotiation, visits to the Bank, presentation etc. The Bank will
not be responsible or in any way liable for such costs, regardless of the
conduct or outcome of the Selection Process.
10.5. The RFP can be downloaded from the Bank’s website, i.e.
https://www.idbibank.in. A non-refundable Demand Draft/ Pay Order of
Rs.10,000/- + GST @ 18% (Rupees Ten Thousand plus GST Only) should
be submitted along with the technical bid/ proposal as per Annexure B, as
the cost of the RFP Document and bids not accompanied by the Demand
Draft/ Pay Order of requisite amount (as the cost of the RFP Document) shall
be out rightly rejected.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
11. Validity period of the Proposal / Bid
11.1. Validity Period
Bids shall remain valid for 30 days, after the last date for submission of
proposal i.e. June 02, 2021 (Bid Validity Period). IDBI Bank holds the
rights to reject a Bid valid for a period shorter than the Bid Validity Period as
non-responsive, without any correspondence. Any decision taken by IDBI
Bank in this regard shall be final, conclusive and binding on the Bidders and
shall not be questioned / challenged by the Bidders.
11.2. Extension of Bid Validity Period
In exceptional circumstances, IDBI Bank may solicit the Bidder’s consent to
an extension of the Bid Validity Period. The request and the response thereto,
shall be made in writing. Extension of Bid Validity Period by the Bidder
should be unconditional and irrevocable. The Bid Security provided shall also
be suitably extended by the Bidder. A Bidder may refuse the request without
being liable for forfeiture of its EMD. A Bidder granting the consent will not
be permitted to modify its Bid.
12. Preparation of proposal/ Bid
12.1. The P roposal as well as all related correspondence exchanged by the Bidder
with Bank shall be written in the English language. Bidder who fulfills the
eligibility criteria specified in Annexure A should send their proposal
(both Technical Proposal and Commercial Proposal) as per manner set out
below to Shri Kishore K M, Deputy General Manager, IDBI Bank
Limited, Finance and Accounts Department-Taxation Cell, 22nd Floor, IDBI
Tower, WTC Complex, Cuffe Parade, Mumbai – 400005 so as to reach him
by June 02, 2021 at 03:00 PM.
12.2. The name of the assignment/ job shall be “Appointment of Retainer for
regular review and assistance in Goods and Service Tax (GST)
compliances” Detailed scope of the assignment/job has been described in the
Terms of Reference Annexure E.
12.3. The Proposal shall be in two parts viz. Technical proposal and Commercial
proposal. Both the Technical and Commercial proposals shall be
submitted in separate sealed envelopes superscribing “TECHNICAL
PROPOSAL FOR APPOINTMENT OF RETAINER FOR REGULAR
REVIEW AND ASSISTANCE IN GOODS AND SERVICE TAX (GST)
COMPLIANCES:TENDER REFERENCE NO. FAD/ 704/2021-22” on
top of the envelope containing technical bid and “COMMERCIAL
PROPOSAL FOR APPOINTMENT OF RETAINER FOR REGULAR REVIEW AND ASSISTANCE
IN GOODS AND SERVICE TAX (GST) COMPLIANCES: TENDER REFERENCE NO. FAD/ 704 /
2021-22” on
top of the envelope containing Financial Bid.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
12.4. These two separate sealed envelopes should be put together in a master
envelope duly sealed and super scribing “PROPOSAL FOR
APPOINTMENT OF RETAINER FOR REGULAR REVIEW AND
ASSISTANCE IN GOODS AND SERVICE TAX (GST)
COMPLIANCES: TENDER REFERENCE NO. FAD/ 704 /2021-22”.
12.5. The Technical proposal is required to be submitted in the format as per
Annexure-B together with annexure B1 to B6 and other supporting
documents. The Demand Draft for the cost of the RFP Document and
EMD of Rs.2,50,000/- (Rupees Two Lakh Fifty Thousand only) should also
be kept in the envelope containing technical proposal.
12.6. The eligible bidders, who would qualify as per the eligibility criteria in
Annexure A would be informed by the Bank through e-mail. Subsequently,
these eligible bidders would be invited for presentation to the appointed
internal committee.
12.7. The technical proposals shall be evaluated based on parameters
given in Annexure-G including presentation and the firms securing 80% or
more as per the scoring given in Annexure-G shall be considered as qualified
for opening of financial bid which shall be opened subsequently.
12.8. In preparing their technical proposal, bidders are expected to examine in detail
the documents comprising the RFP. Material deficiencies in providing the
information requested may result in rejection of a technical proposal.
12.9. The technical proposal shall not include any Commercial proposal. A technical
proposal containing Commercial proposal shall be declared invalid and
rejected.
12.10. The commercial proposal should be submitted as per Annexure C along with
Annexure C 1 and should clearly indicate the total cost of the Assignment in
both figures and words, in Indian Rupees, and signed by the Applicant’s
Authorized Representative. In the event of any difference between figures and
words, the amount indicated in words shall prevail. In the event of a difference
between the arithmetic total and the total shown in the Commercial Proposal,
the lower of the two shall prevail.
12.11. Bidders have to quote the total price of Assignment. The total contract price
will be calculated as the summation of the grand total of the price Bid and all
the items mentioned as additional items.
12.12. The fee quoted shall state the fee and taxes applicable with present rate (Taxes
applicable will be paid as per rate prevailing at the time of actual payment).
GST will have to be quoted separately in the invoice .All out of pocket
expenses, travelling, boarding, accommodation and lodging expenses which
may be incurred by the bidder/Retainer and/or its officials in connection with
the Assignment/Contract shall be borne and payable by the bidder/Retainer
alone and the Bank shall not be bound to make payment of any amounts in this
regard to the Retainer.
12.13. Payment will be made after deducting tax deductible at source as per
applicable tax laws.
12.14. The Fees shall be subject to deduction of penalties or any amount payable by
the GST Retainer to Bank together with applicable GST thereon if any, levied
by the Bank in accordance with the provisions of the Contract. All payment of
Fees shall be made after deduction of the applicable taxes if any and payment
shall be made in Indian Rupees only.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
12.15. Amounts/ Fees payable to the Retainer as mentioned above shall not be liable
for upward revision during the Term of the Contract irrespective of reasons
whatsoever including, increase or imposition of new taxes, duties, levies,
octroi, charges etc. All undisputed payments shall be made by the Bank by
direct credit to the Retainer’s Account through NEFT/RTGS payment mode,
within 30 working days of the date on which the payments fall due in respect
of an undisputed invoice or within 30 days of receipt of undisputed invoice,
whichever is later.
12.16. Notwithstanding anything contained in the Contract or the RFP where the
Retainer is liable to pay any amount to the Bank, on account of penalties under
the Contract or on account of discrepancies in the invoices, invocation of
indemnity by the Bank, for third party claims, statutory dues or for any other
reason the Bank shall without prejudice to its other rights be within rights to
adjust such amounts from the Fees payable to the Retainer and raise a demand
on the Retainer for the balance amount if any and the Retainer shall pay such
amount to the Bank within 10 working days of receipt of such demand.
12.17. The Commercial proposal shall not include any conditions attached to it. Any
such conditional Commercial proposal shall be liable for rejection.
12.18. The Bidder recognizes that all payments to the Bidder under this RFP and
subsequent Contracts are linked to and dependent on successful achievement
and acceptance of milestones/ deliverables/ activities set out in the scope of
work of the GST retainer and therefore any delay in achievement of such
milestones/ deliverables/ activities shall automatically result in delay of such
corresponding payment.
12.19. The reasons like non-familiarity with the GST site conditions and/ or existing
IT infrastructure will not be considered as a reason for any delay or extra
claims whatsoever.
12.20. The selected Retainer will be associated with the Bank till the completion of
Assignment as given in the Terms of Reference in Annexure E. The payments
terms are as given in the Annexure F.
12.21. Bank reserves the right to reject any or all of the responses to this RFP without
assigning any reason.
12.22. The proposal will be the basis of Contract to be signed with the selected
bidder. The selected bidder shall have - accept the letter of appointment within
15 days from the date of acceptance.
12.23. Bank is not bound to accept any proposal, and reserves the right to annul the
selection process without assigning any reason(s), at any time prior to signing
of Contract, without incurring any liability towards the bidder.
13. Submission, receipt and opening of proposal
13.1. The original proposal, both technical and commercial proposals, shall contain
no interlineations or overwriting.
13.2. An authorized representative/ signatory of the bidder shall initial all pages of
the original technical and commercial proposals. The proposals should include
a copy of board resolution or power of attorney showing that the signatory has
been duly authorized to sign the bid document. The signed technical and
commercial proposals shall be marked “original”.
13.3. Both the Technical and Commercial proposals shall be submitted in separate
sealed envelopes super scribing “TECHNICAL PROPOSAL FOR
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
APPOINTMENT OF RETAINER FOR REGULAR REVIEW AND
ASSISTANCE IN GOODS AND SERVICE TAX (GST)
COMPLIANCES: TENDER REFERENCE NO. FAD/704/2021-22” on
top of the envelope containing technical bid and “COMMERCIAL
PROPOSAL FOR APPOINTMENT OF RETAINER FOR REGULAR
REVIEW AND ASSISTANCE IN GOODS AND SERVICE TAX (GST)
COMPLIANCES: TENDER REFERENCE NO. FAD/ 704/2021-22” on
top of the envelope containing Financial Bid.
13.4. These two separate sealed envelopes should be put together in the sealed
master envelope super scribing “PROPOSAL FOR APPOINTMENT OF
RETAINER FOR REGULAR REVIEW AND ASSISTANCE IN GOODS
AND SERVICE TAX (GST) COMPLIANCES TENDER REFERENCE
NO. FAD/ 704 /2021-22” AND should be addressed to
Shri Kishore K M
Deputy General Manager
IDBI Bank Limited,
Finance and Accounts Department – Taxation Cell,
IDBI Tower, 22nd Floor, WTC Complex,
Cuffe Parade, Mumbai – 400005.
13.5. Bank shall not be responsible for postal delay, misplacement, loss or premature
opening if the outer envelope is not sealed and/or marked as stipulated. This
circumstance may be a cause for proposal rejection. Any condition put forth by
the Bidders, non-conforming the Bid requirements shall not be entertained at
all and such Bid shall be rejected forthwith. The decision of IDBI Bank in this
behalf shall be final, conclusive and binding and shall not be questioned /
challenged by the Bidders.
13.6. The sealed master envelope containing the technical proposals and
commercial proposals should be submitted at the address given in
paragraph 13.4 above not later than 3.00 p.m. on June 02, 2021. Any
proposal received by Bank after the deadline for submission shall not be
accepted.
13.7. Modification and Withdrawal of Bids
a) Written Notice
The Bidder may modify or withdraw its Bid after the submission of the Bid,
provided that IDBI Bank receives written notice of the modification or
withdrawal, before the expiry of deadline prescribed for submission of Bids
i.e. last date of receipt of the Bid.
b) Signing and Marking of Notice
The Bidder’s modification or withdrawal notice shall be prepared, sealed,
marked and delivered in accordance with the procedure set-out for
submission of Bids and shall be placed in an envelope marked as
“MODIFICATION” or “WITHDRAWAL” as appropriate. A duly signed
withdrawal notice may also be sent by fax or post, so as to reach the
designated office, before the expiry of deadline for submission of Bids i.e. last
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date of receipt of the Bid.
13.8. The sealed master envelope containing the technical and commercial proposals
shall be opened on June 02, 2021 at 04:00 P.M. The sealed envelope of
technical proposal shall be opened while the commercial proposal shall be kept
in the sealed envelope for opening at a later date. Authorised representatives of
Bidders may be present during opening of the Technical proposals. However,
Technical Proposals would be opened even in the absence of any or all of the
bidder’s representatives.
14. Proposal evaluation
14.1. From the time the proposals are opened to the time the contract is awarded, the
Bidders should not contact Bank, unless called for. The Bidders should also
not contact any of the officers/employees or representatives of the Bank on
any matter related to its technical proposal and/or Commercial proposal
with a view to influencing Bank in the examination, evaluation, ranking of
proposals, and recommendation for award of contract. Such an effort shall
result in the rejection of the bidders’ proposals. Canvassing in any form
would lead to disqualification of the proposal
14.2. The eligible Bidders, who would qualify as per the eligibility criteria in
Annexure A would be informed by the Bank through e-mail. Subsequently,
these eligible Bidders would be invited for presentation to the appointed
internal committee.
14.3. The technical proposals including presentation shall be evaluated based on
parameters given in Annexure G and the bidder securing minimum 80% as
per the scoring given in Annexure G shall be considered as qualified for
opening of financial proposals.
14.4. The sealed envelope containing the commercial proposals will be opened
subsequently for the qualified Bidders. The final selection will be made as per
the scoring sheet – Annexure D.
14.5. In case of a discrepancy between amount in words and figures, the former will
prevail.
14.6. During evaluation of Bids, IDBI Bank may, at its discretion, ask the Bidder for
a clarification of its Bid. The request for clarification and the response shall be
in writing. If the response to the clarification is not received within the
prescribed period as may be prescribed by IDBI Bank in this regard, IDBI
Bank reserves the right to make its own reasonable assumptions at the total
risk and cost of the Bidder.
14.7. IDBI reserves the right
a) to accept or reject any or all the proposals without assigning any reason and
without incurring any liability and
b) to engage a GST Retainer for the entire Assignment only for one or
more segments of the Assignment and the decision of the Bank would be
final.
14.8. Cancellation of Bid
IDBI Bank reserves the right to re-issue /re-commence/cancel the entire Bid
process at any stage of Bidding process in case of any anomaly, irregularity or
discrepancy or for any other reasons or otherwise without thereby incurring
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any liability whatsoever to the affected Bidders or any obligation to inform the
affected Bidders of the grounds for the IDBI Bank’s action. IDBI Bank shall not
be bound to give any reasons or explain the rationale for its actions / decisions to
annul or abandon or cancel the bid process. IDBI Bank further reserves the right
to re-issue /re-commence the Bid or circulate new RFP altogether on the
subject matter or any activity or part thereof concerning thereto. Any decision
of IDBI Bank in this regard shall be final, conclusive and binding on the
Bidders and other persons connected directly / indirectly with the Bidding process
and shall not be questioned / challenged by the Bidder.
15. Disclaimer
15.1. The information contained in this RFP document or
information provided subsequently to Bidder(s) or applicants whether verbally
or in documentary form/ email by or on behalf of IDBI Bank , is subject to
the terms and conditions set out in this RFP document and all other terms
and conditions subject to which such information is provided.
15.2. This RFP is neither an agreement nor an offer and is only an invitation by the
Bank to the potential bidders for submission of bids. The purpose of this RFP
is to provide the Bidder(s) with information to assist the formulation of their
proposals. This RFP does not claim to contain all the information each Bidder
may require. Each Bidder should conduct its own investigations and analysis
and should check the accuracy, reliability and completeness of the information
in this RFP and where necessary obtain independent advices/clarifications.
Bank may in its absolute discretion, but without being under any obligation to
do so, update, amend or supplement the information in this RFP. No
contractual obligation whatsoever shall arise from the RFP process until a
formal contract is signed and executed by duly authorized officers of the Bank
with the SB.
15.3. The Bank, its employees and advisors make no representation or warranty and
shall have no liability to any person, including any Applicant or Bidder under
any law, statute, rules or regulations or tort, principles of restitution or unjust
enrichment or otherwise for any loss, damages, cost or expense which may
arise from or be incurred or suffered on account of anything contained in this
RFP or otherwise, including the accuracy, adequacy, correctness, completeness
or reliability of the RFP and any assessment, assumption, statement or
information contained therein or deemed to form part of this RFP or arising in
any way for participation in this Bid Stage.
15.4. The Bank also accepts no liability of any nature whether resulting from
negligence or otherwise, howsoever caused arising from reliance of any Bidder
upon the statements contained in this RFP.
15.5. The issue of this RFP does not imply that the Bank is bound to select a Bidder
or to appoint the SB, as the case may be, for the Assignment and the Bank
reserves the right to reject all or any of the Bidders or Bids without assigning
any reason whatsoever.
15.6. The Bidder shall bear all its costs associated with or relating to the preparation
and submission of its Bid including but not limited to preparation, copying,
postage, delivery fees, expenses associated with any demonstrations or
presentations which may be required by the Bank or any other costs incurred in
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and assistance in Goods & Service Tax (GST) Compliances
connection with or relating to its Bid. All such costs and expenses will remain
with the Bidder and the Bank shall not be liable in any manner whatsoever for
the same or for any other costs or other expenses incurred by a Bidder in
preparation or submission of the Bid, regardless of the conduct or outcome of
the Bidding Process.
16. Contract finalization
16.1. The acceptance of the 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 response. The Offer of Contract / letter
of appointment need to be accepted unconditionally and such accepted letter
shall be delivered by the Bidder in writing within 7 days from the date of issue
of the offer. The failure, delay or evasion by the SB to accept the offer will
result in cancellation of the offer and Bank retains its right to issue offer to the
next highest Bidder.
16.2. Bank and the selected B idder shall enter the Contract as per the
prescribed terms of the Bank (Annexure-I). Bank shall have the right not to
enter into the Contract with the Retainer for regular review and assistance
in GST compliances if the Retainer is unable to provide the professional
staff assured in the technical proposal. In such an eventuality, Bank
reserves the right to reject the proposal and restart the entire process. On
acceptance of the Offer, the successful bidder has to submit the PBG
security for an amount equivalent to 20% of the order within 15 days valid for
2 years from the date of acceptance which may be extended with mutual
consultation. The format of performance security is provided in Annexure-H.
16.3. Bank will not consider substitution of professional staff before signing the
Contract and during the tenure of the Assignment unless both parties agree that
undue delay in the selection of professional staff makes such substitution
unavoidable, or for reasons such as death or medical incapacity, or if the
professional staff has left the organisation. Any proposed substitute shall have
equivalent or better qualifications and experience and complete details be
submitted by the GST Retainer within the 15 days of such event.
16.4. The indicative terms & conditions of the Contract shall be as mentioned in the
Draft Appointment Letter (Annexure I). The Bidders are requested to read all
the conditions mentioned in the draft appointment letter as part of RFP
Document and satisfy itself on the terms and conditions, as the Bank would not
be entertaining any request for modification of the said conditions.
17. Confidentiality Agreement / Undertaking
As the selected Retainer for regular review and assistance in GST
compliances will have access to the data of the Bank, he/she/it should
treat as confidential all data and information about the Bank obtained in the
execution of the proposed Assignment, hold it in strict confidence and
should not reveal such data/ information to any other party without the
prior written approval of the Bank. The Bank will require the Retainer for
regular review and assistance in GST compliances to sign a confidentiality
agreement/undertaking for not disclosing or part with any information relating
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
to the Bank and its data to any person or persons or authorities, without
written consent of the Bank. Breach of the same will result in cancellation of
the Agreement apart from other remedies which shall be available to the
Bank against Retainer for regular review and assistance in GGST
compliances. The draft of non–disclosure agreement is provided in Annexure-
K.
18. Tenure of Contract
The scope of work has to be executed within timelines as may be required by
the Bank, within the outermost timelines that may be prescribed by the
GOI/CBIC, and communicated to the Retainer/successful Bidder from time to
time during the course of Assignment for smooth and timely Compliance of
GST.
The appointment of GST Retainer will be valid for a period of 2 years and 9
months till March 31, 2024 and can be extended for additional 2 financial years
at an increase of 10% in the monthly retainership fees vis-a-vis the monthly
retainership fees payable for the initial period of 2 years and 9 months. The
term may be extended, solely at the discretion of the Bank, only on
satisfactory review for such period and on such terms and conditions as may
be decided by the Bank.
19. Indemnification
The selected GST Retainer shall at their own expenses, indemnify the
Bank against any loss or claims due to loss of Bank’s data/damage to data of
the Bank arising as a consequence of breach of any clause in terms and
conditions of the Contract/ RFP . The GST Retainer shall, at all times
hereinafter, save and keep harmless and indemnified IDBI Bank, including its
respective directors, officers, employees, agents and representatives and
keep them indemnified from and against any claim, costs, charges, damages,
demand, losses, liabilities or expenses of any nature and kind whatsoever and
by whomsoever made in respect of the Contract/ RFP and any loss or
damage caused from and against all suits and other actions that may be
instituted taken or preferred against IDBI Bank by whomsoever and all
losses, damages, costs, charges and expenses that IDBI Bank may incur by
reason of any claim made by any claimant for any reason whatsoever or by
anybody claiming under them or otherwise for any losses, damages or
claims arising out of breach of the terms of the Contract/ RFP, all kinds of
accidents, destruction, deliberate or otherwise, direct or indirect, from those
arising out of violation of applicable laws including those relating to
intellectual property rights, rules, regulations, guidelines and also from the
environmental damages, if any, which may occur or result from the terms of
the Contract/ RFP.
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Request for Proposal for Appointment of Retainer for regular review
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This indemnity shall survive the termination of Contract/Agreement either
by afflux of time or otherwise.
Cancellation of Appointment
The Appointment of the selected GST Retainer may be cancelled at the Bank’s
discretion on account of following or without assigning any reason:
a) On refusal to take up the allotted Assignment;
b) If the firm stands dissolved/reconstituted under the name/style of the firm is
changed;
c) On not abiding by the terms and conditions stipulated in the Appointment
letter or the Agreement/Contract including the RFP;
d) If the performance of the GST Retainer is not found satisfactory (viewed as
such by the Bank’s appropriate authority);
e) Any other reason at the discretion of the Bank.
20. Liquidated Damage / Penalty:
If the SB fails to deliver or perform the Services as stipulated in the
Contract/ RFP, IDBI Bank shall, without prejudice to its other remedies
available under the RFP/ Contract, deduct as liquidated damages a sum
equivalent to 1% of the fees, for each week of delay until satisfactory
performance is ensured. IDBI Bank reserves all the rights to levy the penalties
under the Contract in case satisfactory Services are not restored.
IDBI Bank is entitled to withhold the payment or deduct liquidated damages
from the price under the Contract or any other amount, which is due to Bidder
from this Contract, or any other contract.
Any loss caused to IDBI Bank or claims made against IDBI Bank owing to
non-performance of the Services by the SB as per the Contract, or non-
compliance of regulatory guidelines, will attract liquidated damages to the
extent that the claim is made against the Bank. The Bank reserves the right to
recover this amount from any dues payable or accrue to the SB in future
in any form.
Any financial loss to IDBI Bank on account of fraud taking place due to
SB, its employees or their service provider’s negligence shall be recoverable
from the SB along with damages if any with regard to IDBI Bank’s reputation
and goodwill.
Any such recovery or Liquidated damages / Penalties shall not in any way
relieve the SB from any of its obligations to complete the works / service(s)
or from any other obligations and liabilities under the Contract / Agreement.
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21. Representations and Warranties
i) That the Bidder is a Partnership Firm / LLP /Company which has the
requisite qualifications, skills, experience and expertise in providing Service(s)
contemplated by this RFP, possesses the financial wherewithal, the power and
the authority to execute, deliver and perform the terms and conditions of the
engagement and provide the Service(s) sought by Bank.
ii) That the Bidder, any of its partners or its team is not involved in any litigation,
potential, threatened and existing, that may have an impact of effecting or
compromising the performance and delivery of Service(s) under the
engagement.
iii) That the Bidder, any of its partners or its team is not having any criminal
record/conviction and any such person shall be barred from participating
directly or indirectly in providing the Services under RFP/ Agreement;
iv) That the Applicant has the professional skills, personnel and resources
/authorizations / approvals / infrastructure that are necessary for providing all
such services as are necessary to perform its obligations under the RFP and this
engagement.
v) That the Bidder, shall procure all the necessary permissions and adequate
approvals and licenses for use of various software and any copyrighted
process/product free from all claims, titles, interests and liens thereon and shall
keep Bank, its partners, officers, employees, representatives, GST Auditors and
agents indemnified in relation thereto and in respect of any infringement of any
of the intellectual property rights.
vi) That all the representations and warranties as have been made by the Applicant
with respect to its RFP and Engagement, are true and correct, and shall
continue to remain true and correct through the term of the Engagement.
vii) That the execution of the Service(s) herein is and shall be in accordance and in
compliance with all applicable laws.
viii) That there are –
1. no inquiries or investigations have been threatened, commenced or pending
against the bidder or any of its Partners or its team members by any statutory or
regulatory or investigative agencies.
2. no action or steps or proceedings started/initiated against the Bidder by any
person for it winding up, dissolution etc., and that the Bidder is solvent.
ix) That all conditions precedent under the Engagement has been complied.
x) That neither the execution and delivery by the Bidder of the Engagement
nor the Bidder’s compliance with or performance of the terms and provisions
of the engagement-
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1. will contravene any provision of any applicable law or any order, writ,
injunction or decree of any court or governmental authority binding on the
Bidder
2. will conflict or be inconsistent with or result in any breach of any or the
terms, covenants, conditions or provisions of, or constitute a default under any
agreement, contract or instrument to which the bidder is a party or by which it
or any of its property or assets is bound or to which it may be subject.
22. Governing Law & Jurisdiction of Courts
The Contract and any non-contractual obligations arising out of or in
connection with the Contract/RFP shall be governed by the laws of Republic of
India.
Subject to Clause 23, the courts at Mumbai shall have non-exclusive
jurisdiction to determine any proceeding in relation to the Contract/this RFP.
The provisions shall survive the Contract.
23. Resolution of Disputes
The Parties shall use their best efforts to settle amicably all disputes arising
out of or in connection with the Contract/ RFP in the following manner:
(a) The Party raising the dispute shall address to the other Party a notice
requesting an amicable settlement of the dispute within 7 (seven) days of
receipt of the notice.
(b) The matter will be referred for negotiation between an official in Grade F
and above of IDBI Bank and a senior official of the Successful Bidder. The
matter shall then be resolved by them and the agreed course of action
documented within a further period of 7 days.
The Parties agree that any dispute between the Parties, which cannot be settled
by negotiation in the manner, described above, may be resolved exclusively by
arbitration and such dispute may be submitted by either Party to a sole
arbitration within 10 days of the failure of negotiations. Arbitration shall be
held in Mumbai, India and conducted in accordance with the provision of
Arbitration and Conciliation Act, 1996 or any statutory modification or re-
enactment thereof by appointing a single arbitrator. In case, any conflict in the
appointment of the arbitrator, sole arbitrator appointed by IDBI Bank will
arbitrate the matter and decision of such arbitrator shall be binding on the
parties. The arbitration proceedings shall be conducted in English language.
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Subject to the above, the courts of law at Mumbai alone shall have the
jurisdiction in respect of all matters connected with the Contract. The
arbitration award shall be final, conclusive and binding upon the Parties and
judgment may be entered thereon, upon the application of either Party to a
court of competent jurisdiction. Each Party shall bear the cost of preparing and
presenting its case, and the cost of arbitration, including fees and expenses of
the arbitrators, shall be shared equally by the Parties unless the award
otherwise provides.
The SB shall not be entitled to suspend the Service(s) or the completion of
the Assignment/Job, pending resolution of any disputes between the Parties
and shall continue, at the sole discretion of IDBI Bank, to render the Service(s)
in accordance with the provisions of the RFP/Contract notwithstanding the
existence of any dispute between the Parties or the subsistence of any
arbitration or other proceedings.
The provision under this section shall survive the Contract
24. Miscellaneous Terms & Conditions
24.1 Bank is not responsible for non-receipt of B ids within the specified date and
time due to any reason including postal delays or holidays.
24.2. The Bank also reserves the right to alter/ modify any/ some/ all of the
requirements, as it may deem necessary, and notify the same on its website
https://www.idbibank.in before the last date for submission of response under this
RFP. The Bidders should be agreeable for the same.
24.3 Bids not conforming to the requirements of the RFP may not be considered by
Bank. However, Bank reserves the right, at any time, to waive any of the
requirements of the RFP, if in the sole discretion of Bank; the best interests of Bank
would be served by such waiver.
24.4 Bank shall have the right to cancel the RFP process at any time prior to award
of contract, without thereby incurring any liabilities to the affected Bidder(s).
Reasons for cancellation, as determined by Bank, in its sole discretion, may
include but are not limited to, the following:
i. Services contemplated are no longer required;
ii. Scope of work were not adequately or clearly defined due to
unforeseen circumstance and/or factors and/or new developments;
iii. Proposed fees are unacceptable to the Work;
iv. The Assignment is not in the best interests of Bank;
v. Any other reason.
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24.5 The Applicants shall be responsible for all of costs associated with the
preparation of their Proposals and their participation in the Selection Process
including subsequent negotiation, visits to the Bank, etc. The Bank will not be
responsible or in any way liable for such costs, regardless of the conduct or
outcome of the Selection Process.
24.6. Bank reserves the right to verify the validity of bid information and to reject
any bid where the contents appear to be incorrect, inaccurate or inappropriate at any
time during the process of RFP or even after award of contract.
24.7 All pages of RFP should be stamped and signed by Authorized Signatory of
the Bidder and to be submitted with the bids.
24.8. Bank may choose to obtain an undertaking from employees of the GST Retainer
to maintain confidentiality of the Bank’s information / documents etc. Bank may
seek details / confirmation on background verification of Retainer employees,
worked/working on Bank’s project as may have been undertaken / executed by the
GST Retainer. GST Retainer should be agreeable for any such undertaking /
verification.
24.9. The proposals and related Annexures should be signed by the authorized
representative/s of the Retainer. The executants’ authority to represent and bind the
Consultation Firm must be confirmed by a written authority letter issued by the
Competent Authority of the Retainer Firm accompanying the proposal.
25. Integrity Pact
25.1. IDBI Bank has implemented Integrity Pact (IP) and has appointed Independent
External Monitors (IEMs) for the IP in consultation with Central Vigilance
Commission to avoid all forms of corruption by following a system that is fair,
transparent and free from any influence / prejudice dealings prior to, during and
subsequent to the currency of the Contract to be entered into for the purpose of
this RFP. The Bidder is required to submit duly stamped & executed IP in line
with Annexure L as a pre-requisite condition while submitting the bid.
25.2. The Bank is in the process of appointing IEMs. The prospective Bidders would
be informed the names of selected IEMs so as to enable them to raise their
grievance, if any, in the tendering process, by approaching the IEM for a
redressal of their complaints.
26. Performance Bank Guarantee (PBG)
26.1 The SB shall furnish the performance Bank guarantee within 15 days of the
receipt of acceptance by Bank, as per the format in Annexure H.
26.2 The value of the 1st Performance Bank Guarantee will be 20% for the total cost
of contract to be submitted by the SB.
26.3 The Performance Bank Guarantee (PBG) should be issued by a scheduled
commercial Bank (other than IDBI Bank) and directly forwarded to the Bank.
26.4 PBG should be valid for a period of 2 years and 9 months + 1 year claim
period) from the date of issue of PBG. The value of PBG will have to be
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renewed /resubmitted with fresh validity and claim period in case of extension
of the contract.
26.5 The proceeds of the performance security shall be payable to Bank as
compensation for any loss or damage resulting from the SB’s failure to
complete its obligations under and in accordance with the Contract.
26.6 Penalties, if any will be recovered from the payments in case Performance
Guarantee amount decreases from the initial deposit level due to penal
deductions, etc., it shall be made up / replenished back to the initial amount
deposited within 7 days of such penal deductions, etc. being affected.
26.7 Failure of the Successful Bidder to comply with the requirement of the
performance Bank guarantee shall constitute sufficient grounds for the
annulment of the award and forfeiture of the EMD, in which event Bank may
award the Contract to the next best evaluated Bidder or call for new Bids. Any
decision in this regard by Bank shall be final, conclusive and binding on the
Bidder.
26.8 The incidental expenses of execution of the Contract as well as the conditions
stipulated in the contract shall be strictly adhered to and any breach / violation
thereof shall entail termination of the Contract without prejudice to the other
right of IDBI Bank including but not limited to the right to levy / impose and
recover penalties as specified in this RFP or Contract.
27. Information Security
27.1 The Bidder and its personnel shall not carry any written material, layout,
diagrams, floppy diskettes, hard disk, storage tapes or any other media out of
Bank’s premise without written permission from the Bank.
27.2 The Bidder personnel shall follow Banks’s information security policy and
instructions in this behalf.
27.3 Bidder acknowledges that Bank’s business data and other Bank proprietary
information or materials, whether developed by Bank or being used by Bank
pursuant to a license agreement with a third party (the foregoing collectively
referred to herein as “proprietary information”) are confidential and proprietary
to Bank; and Bidder agrees to use reasonable care to safeguard the proprietary
information and to prevent the unauthorized use or disclosure thereof, which
care shall not be less than that used by Bidder to protect its own proprietary
information. Bidder recognizes that the goodwill of Bank depends, among other
things, upon Bidder keeping such proprietary information confidential and that
unauthorized disclosure of the same by Bidder could damage Bank. By reason
of Bidder’s duties and obligations hereunder, Bidder may come into possession
of such proprietary information, even though Bidder does not take any direct
part in or furnish the Services performed for the creation of said proprietary
information and shall limit access thereto to employees with a need to such
access to perform the Services required by this Contract. Bidder shall use such
information only for the purpose of performing the Services.
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27.4 Bidder shall, upon termination of this Contract for any reason, or upon demand
by Bank, whichever is earliest, return any and all information provided to
Bidder by Bank, including any copies or reproductions, both hardcopy and
electronic.
27.5 The Bidder shall ensure that the equipment / application / software being used
during rendering services shall be free from malicious code (Viruses, Trojan,
Spyware etc.) and shall be liable for any loss (information, data, equipment,
theft of Intellectual Property Rights, network breach, sabotage etc.) incurred to
the Bank arising due to activation of any such embedded malware / malicious
code. The Bidder shall further supply a certificate to the Bank in the form
Appended herewith.
27.6 The Bidder shall abide to the Information Security Policy (ISP) and Cyber
Security Policy (CSP) of the Bank (as amended from time to time), which will
be shared by the Bank with the L1 Bidder on need to know basis. The L1
Bidder shall ensure that the equipment/ application/ software supplied under the
RFP shall be complacent with the ISP and CSP at all times.
27.7 The Bidder shall make sure that the sensitive data (such as password, financial
information, biometric information, personal information etc.) shared by the
Bank should be kept within the geographical boundaries of India. The Bidder
shall further supply a certificate to the Bank in the form Appended in Annexure
M.
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Annexure-A
Eligibility Criteria
Sr. Eligibility Criteria (*) Documents Required
No.
1. The Bidder should be a Partnership A certified true copy of the Limited
Firm / LLP registered in India. Liability Partnership Agreement /
Certificate of Incorporation / Registration
certificate / Acknowledgement for
acceptance for registration (with the
Registrar of firms) for partnership firms/
LLP.
Name/s and other details of the
authorized signatory/ies that are
authorized to execute the contract &
other documents.
2. Bidder should have minimum of 5 Self-declaration in Annexure B-1.
Partners (Chartered Accountants /Constitution Certificate/ Firm Card/ Copy
registered as Members of ICAI) in of relevant qualifications along with past
India (where constitution is assignment details in Banks/ Insurance
partnership / LLP) and 15 full-time Companies (if any) for IT staff.
professional staff which includes at
least 5 professional staff who are
qualified IT professionals (B.Tech/
M.Tech/ BE {IT/Computer
Science}, MCA, ME) for Techno
Functional role & the remaining
staff who are qualified Chartered
Accountants.
“Professional Staff” means full-
time staff, engaged in Indirect taxes
and other related matter who are on
the payroll of the bidder including
partners.
3. Bidder should have a full-fledged Self-declaration in Annexure B-1/
office in Mumbai for at least last 5 supporting documents such as Rent
years (as on 31.03.2021) with at Agreement, Electricity Bill/ Constitution
least two partners stationed in Certificate/ Firm Card.
Mumbai.
28
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
4. Bidder should be a Firm of Client Certificate/ Contract with client/
Chartered Accountants having Details as per Annexure B-
experience in Indirect tax
Retainer practice i.e. Service
Tax/ GST/ VAT in the Banks,
Insurance Companies (excluding
Cooperative Banks & RRBs) on
full-fledged basis.
5. The Bidder should have Domain Copy of the CISA / DISA certificates
Knowledge in Information issued by the regulator in favour of the
Technology with at least 1 partners/staff.
Partners / Qualified CAs/ CMA
Staff should have passed DISA/
CISA and have adequate
knowledge in information used in
Banks.
6. The Bidder should not have been A self-declaration by the Bidder on
banned / declared ineligible for company letter head.
corrupt and fraudulent practices by
any Regulatory body/ Statutory
Body and should not have any
disciplinary proceedings pending
against the applicant firm or any of
the partners with ICAI/ RBI.
7 The Bidder’s firm should not be A self-declaration by the Bidder on
owned or controlled by any company letter head.
Director or Employee (or their
Relatives) of IDBI Bank.
8. The Bidder firm shall not be a firm A self-declaration by the Bidder on letter
/ entity whose name is appearing in head.
the Indian Bank Association
Caution List
9. The Bidder should have minimum A self-declaration by the Bidder on letter
average turnover of Rs. 10 crore head along with Audit Report
during the past 3 years ending
on 31.03.2020
(*) Eligibility Criteria shall include the Bidder along with its Affiliates/ Group
companies/ member firms working under the common brand name and engaged in
similar activity of accounting advisory/ financial services, registered in India.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Note:
Documentary evidence needs to be submitted by the Bidder for each of the
eligibility criteria.
Self-declaration needs to be signed by authorised signatory.
For the purpose of eligibility criteria – all credentials, capabilities, manpower
of (i) firms registered with ICAI as network firms of the bidder and (ii) Indian
members firms (registered with ICAI) of global network of the bidder firm
shall also be acceptable.
Banks mean Scheduled Commercial Banks in India (excluding RRBs and Co-
operative banks).
30
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Annexure-B
TECHNICAL PROPOSAL Letter of Proposal
(On Bidder’s letter head)
The Deputy General Manager,
IDBI Bank Limited,
Finance and Accounts Department – Taxation Cell, 22nd Floor,
IDBI Tower, WTC Complex, Cuffe Parade,
Mumbai – 400005
Dear Sir,
Subject: Appointment of Retainer for regular review and assistance in Goods
and Service Tax (GST) compliances
With reference to your RFP Document dated………….., I/we, having examined
all relevant documents and understood their contents, hereby submit our Technical
Proposal for selection as Retainer for regular review and assistance in Goods and
Service Tax (GST) compliances. The proposal is unconditional and unqualified.
2. We agree to keep this offer valid for 30 (Thirty) days from the last date
of submitting the proposal specified in the RFP.
3. We agree to undertake the Assignment, if allotted by you, as per the scope
of work (terms of reference) and in accordance with the time frames specified in RFP
as well as on the payment terms mentioned therein.
4. We agree and undertake to abide by all the terms and conditions of the
RFP Document. We submit this Proposal under and in accordance with the terms of
the RFP Document.
5. We confirm that the information submitted by us in our bid / proposal is true
and correct.
Yours faithfully,
(Signature, name and designation of the authorised signatory
Date:
Place:
List of Documents Enclosed:
1. Annexures (B-1 to B-6)
2. EMD
3. Cost of RFP documents DD particulars
31
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Annexure B-1
Particulars to be furnished for the purpose of appointment of Retainer for
regular review and assistance in Goods and Service Tax (GST) compliances
1. Name of the Bidder Firm / LLP
2. Date of Incorporation of Bidder Firm / LLP
3. Complete Address of Bidder Firm / LLP
4. Name and Contact details and E-mail id of the nodal
person
5. Particulars of the Authorized Signatory
a) Name
b) Designation
c) Contact Number
d) Fax no.
e) E-mail id
6. Persons proposed to be assigned for the regular
review and assistance in Goods and Service Tax (GST)
compliances and their profiles
7. Name, address and account number of the Bidder’s banker
8. PAN of the Bidder Firm / LLP
9. GST registration number of the Bidder Firm / LLP
10. Office Address of Mumbai along with date of (Please provide
establishment of office in Mumbai Supporting
documents)
11. Names of member firms/ affiliates/ group companies (As per
registered in India who have been considered for Annexure B - 4)
eligibility criteria
12. Total Number of Partners of the Bidder including its (As per
Affiliates / Group companies / member firms working Annexure B – 5)
under the common brand name and engaged in similar
activity of accounting advisory/ financial services in India.
13. List of full time professional staff of the Bidder including (As per
its Affiliates/ Group companies/ member firms working Annexure B – 6)
under the common brand name and engaged in similar
activity of accounting advisory/ financial services in India.
14. Presence in how many towns/ cities in India – Please
furnish names of cities/ centers
15. Any other Information considered relevant by the bidder.
(Signature, name and designation of the authorised signatory)
36
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
ANNEXURE B-2
Particulars in respect of experience in Indirect tax Retainer practice i.e. Service
Tax/ GST/ VAT in the Banks, Insurance Companies (excluding Co-operative Banks
& RRBs) on full-fledged basis
S. Name Balance sheet Brief Name of Period
No. of size of the Details of Person
Institution Institution scope of in- charge
during the work from client
period of side with
contract contact no
(Rs. crore) and email id
From To
(Signature, name and designation of the authorised signatory)
Note: Client Certificate/ Contract with Client in support of the information
above should be submitted
37
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Annexure B-3
Details of Bidder/ affiliates/ group companies
Sr. No. Name of the Member Firms/ Registration Number with
Affiliates/ Group companies ICAI / ICMAI / MCA as
applicable*
*ICAI – Institute of Chartered Accountants of India
ICMAI - Institute of Cost Accountants of India
MCA - Ministry of Corporate Affairs
(Signature, name and designation of the authorised signatory)
38
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Annexure B-4
Details of Partners of the Bidder including its Affiliates/Group companies/
member firms working under the common brand name and engaged in similar
activity of Indirect taxes practice viz. Service tax/ GST retainership, GST Audit,
GST implementation etc. at whole organization level
Sr. No. Name of the Member Name of the Membership No. of
Firms/Affiliates/Group Companies Partner Partner with ICAI
(Signature, name and designation of the authorised signatory)
39
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Annexure B-5
Details of full time professional staff of the Bidder including its Affiliates/ Group
companies/ member firms working under the common brand name and engaged
in similar activity of Indirect tax Retainer practice i.e. Service Tax/GST/VAT in the
Banks, Insurance Companies (excluding Cooperative Banks & RRBs) on full-fledged
basis
Sr. No. Name of the Member Firms / Name of the Membership
Affiliates / Group Companies Professional No. with ICAI /
Staff ICWAI
(Signature, name and designation of the authorised signatory)
40
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Annexure B-6
TEAM MEMBER PROFILE
Details of Persons who will constitute the team for the proposed Assignment
1. Name of the Person :
2. Office Address :
3. E-mail ID :
4. Phone Number Office :
Mobile :
5. Date since working in the Firm :
6. Professional Qualifications :
7. Present Designation :
8. Experience :
Sr. Brief Details of Indirect The Organization Period
From To
No. tax Retainer practice i.e. where assignment was
Service Tax/ GST/ VAT in undertaken
the Banks, Insurance
Companies (excluding
Cooperative Banks &
RRBs) on full-fledged basis
undertaken in India/
abroad
Note: -
a) Format is of minimum requirements and is to be compulsorily furnished
b) The Bank will not allow or entertain any changes in the Manager and Team
Members during the course of assignment unless the same agreed upon by the Bank in
writing.
Respondents may furnish additional details, if any
(Signature, name and designation of the authorised signatory)
41
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Annexure-C
COMMERCIAL PROPOSAL
Covering Letter
(On Applicant’s letter head)
The Deputy General Manager,
IDBI Bank Limited,
Finance and Accounts Department – Taxation Cell, 22nd Floor,
IDBI Tower, WTC Complex, Cuffe Parade,
Mumbai – 400005.
Dear Sir,
Subject: Appointment of Retainer for regular review and assistance in Goods and
Service Tax (GST) compliances for FY 2021-22 (9 months), FY 2022-
23 & FY 2023-24 - Financial Bid
With reference to your RFP Document dated ………….., we submit here
below the Commercial Proposal for selection as Retainer for regular review and
assistance in Goods and Service Tax (GST) compliances for above.
(Rupees)
Sr.No Description Financial
Bid
1. Assignments of Retainer for regular review and
assistance in Goods and Service Tax (GST)
compliances as per Term of Reference (Annexure-
E) of RFP
Taxes @
Total Including Taxes
Rupees
I/We agree that this offer shall remain valid for a period of 30 days from the
last date of submission of Proposal or such further period as may be mutually agreed
upon. The above quoted fee is for the entire Contract. We undertake to deliver all the
deliverables as envisaged in the proposal/agreement.
Yours sincerely,
(Signature, name and designation of the authorised signatory)
Date:
Place:
42
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Commercial Bid Annexure-C 1
Sl. No. Particulars (In Rupees)
Amount
1 Retainership Fees including out of pocket expenses
2 GST @ ___% p.a.
Total
Rupees (in words)
Yours sincerely
(Signature, name and designation of the authorised signatory)
Date:
Place:
43
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Annexure-D
Parameter for selection of a GST Retainer.
Sr.No. Parameters Maximum Marks
(Weightage)
1. Technical Parameter 70
Presentation
30
2. Financial Bid
For example:
Three retainers namely A, B and C participated in the bid process and their technical
score are as under:
A=49, B=63, C= 56
After converting them into percentile, we get
A= (49/63)*100 = 77.77
B= (63/63)*100= 100
C= (56/63)*100=88.89
The quoted prices for GST Retainers are as under:
A = Rs.8000/-, B = Rs.9000/-, C = Rs.10000/-
The final cost (lower cost quoted in price bid, in this case it Rs.8000/-) quoted by the
bidders converted into percentile score shall be as under:
A = (8000/8000)*100 = 100
B = (8000/9000)*100 = 89
C = (8000/10000)*100 = 80
As the weightage for technical parameter and cost are 70% and 30% respectively, the
final scores shall be calculated as under:
A = (77.77*0.7) + (100*0.3) = 84.44
B = (100*0.7) + (89*0.3) = 96.7
C = (88.89*0.7) + (80*0.3) = 86.22
Hence, the offer of ‘B’ (being highest score) would be considered as (H1) Bidder and
will be called for the negotiation before awarding the contract. The Bank reserves
the right to reject even H1 Bid without assigning any reason whatsoever.
Note:
Bank may at it sole discretion, decide to seek more information from the Bidders in
order to normalize the bids. However, Bidders will be notified separately, if such
normalization exercise (as part of technical evaluation) is resorted to.
44
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Annexure-E
Terms of Reference
Detailed Scope of Work:
a) General
i)
ii) Regular review of the existing system, policies and procedures relating to
iii) Goods and Service Tax (GST) of the Bank and submitting timely reports
iv) thereon.
v) Regularly review, analyze GST implications, identify potential risks and make
vi) changes in operating structure and business transactions under Indirect Tax
vii) Structure including KYC norms and all other documents required & records to
viii) be maintained.
Regularly review and suggest changes to be made in the contracts/
ix) documents etc. issued to the clients / vendors / contactors / customers / B2B
/ B2C customers, suggesting suitable communication to be sent out to
ensure the compliance of GST.
Reviewing the transactions that attract CGST / IGST / SGST even
without consideration such as inter-branch transactions, Centralised function of
the Bank at HO, Zonal Offices, Regional Offices, Clearing Houses etc.
Analyze & review the applicability of anti-profiteering measures proposed in
the Bank. Further, advise and provide the required system to the top
management for compliance under anti-profiteering measures proposed under
CGST/ IGST/ SGST.
Regular review and suggest suitable policies to be framed by various
departments of the Corporate Centre/ Branches/ access points in complying
with various taxes and the related regulations upon specific requests by bank to
comply with GST.
Regular review of the business processes to reduce GST compliance cost
including but not limited to inadmissible Input Credit and suggesting suitable
changes to minimize such compliance cost.
Depute, on a permanent basis, sufficient CA qualified staff and other staff, on
the payroll of the bidder, to GST Cell of the Bank, to carry out the work
outlined in this RFP. The deputed qualified staff should be having experience
in Indirect tax of more than 2 years. The deputed staff of the bidder shall
work under the supervision of Project Manager and also be supported by
senior Indirect tax experts i.e. Partners / Directors / Senior Managers who are
working as full time employees with the bidder. The deputed staff for this
task shall be working at the Corporate Office, Mumbai premises of the Bank.
Provide verbal and written opinions/ comments/ clarifications on all GST /
Service Tax matters raised by the Branches/Offices.
41
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
x) Guidance, vetting and drafting of various circulars and other notifications to be
issued by the Bank for the information of the Zones/ branches/ offices in
xi) respect of GST/ IGST/ SGST/ UGST and related matters and also suggest
xii) suitable circulars to be issued.
xiii) Advise the Bank about accounting system & ledgers to comply with GST
Rules.
xiv) Review of the E-Way bill process being used by the bank and to suggest
methods to smoothen the process for avoiding delays and confiscation of
xv) goods.
xvi) Regularly review and implement the system on valuation and taxability of
xvii) various income streams such as interest charges, commissions and all other
xviii) type of services like inter branch transfer, removal of capital goods, employee
xix) benefits, support function cost etc. with respect to GST/ SGST/ IGST/
xx) UGST, suggest suitable changes if any in compliance with the extant
xxi) provisions/notifications/role of the GST law as and when notified.
Work with the Bank and regularly review and implement the system on
valuation and taxability of Forex transactions/ interbank transaction/
actionable claims/ securities and derivative transactions/ Exchange of Foreign
currencies and such other transaction required/dealt with under GST/ IGST/
SGST/ UGST laws, suggest suitable changes if any.
Advise on budget suggestions required by Ministry of Finance and any other
regulatory authorities, e.g. RBI, etc.
Provide write-ups on matters to be posted to Ministries, various other
authorities through IBA, including matters to be posted to IBA only.
Provide opinion on valuation and taxability of import and export of services;
Assist in preparation, review and validation of any new return which may be
prescribed in future.
The information received from Bank as well as various reports / information
pertaining to the Bank shall be strictly kept confidential and shall not be shared
with any other person without written permission of the Bank.
The contract can be terminated by either party by giving one month’s
written notice.
The contract would be valid for a period of two years and nine months till
March 31, 2024.
b) Compliance
i) Provide end to end services for filing various statutory returns required to be
filed under GST and validate the entire data to be uploaded on GSTN portal.
ii) Advising the bank in replies to be filed/course of action to be taken in
response to survey/ investigation/ show cause done by the GST
department, compiling the data to be furnished to the department.
42
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
iii) Advise on the maintenance of statutory registers and details to be
maintained under GST law, legal formalities w.r.t. registrations, amendment
thereof, application for refunds on GSTN etc.
iv) Work with GST Cell at Corporate office to comply with the GST provisions
including preparation, deposit and filing of GST returns centrally at corporate
level for GST registrations in all States / UTs. Review/ assist/ provide/
monitor filing of all GST returns centrally through corporate office for all
States / UTs wise registration including reconciliation with books/ Trial
balance on monthly basis.
v) Advise and prepare / workout the calculation for payment of GST liability
based on the GST payable register and the ITC register of the Bank.
vi) Represent the Bank before the Service Tax / GST authorities in connection
with any enquiry or the assessment proceedings for smooth resolution of
issues/ queries raised by them.
vii) Provide opinion / draft replies on the issues/ observations/ queries raised in
various audits conducted by various Regulatory Authorities viz. Central Excise
Revenue Audit (CERA), Service Tax / GST Department etc. along with data
compilation and validation.
viii) Draft replies / communications along with data compilation and validation in
relation to various letters, enquiries, demand cum show-cause notices or any
notices received by the Bank in relation to GST/Service tax.
ix) Briefing the Counsel for appearing before CESTAT / other Appellate Tribunal
as well as High Court and Supreme Court and drafting the case stating the facts
and minutizing the discussion held with advocate or senior counsel.
x) Review of orders passed by the various Revenue/Tax authorities, preparation
of suitable responses and detailed computation of interest levied or granted by
the Assessing Officer/s.
xi) Review of Tax orders passed by the High Court or Supreme Court for various
assessment years.
xii) Assistance in all aspects of GST including annual return whatsoever, for the
period till end of FY 2023-24 irrespective of the fact that the due dates for that
year are falling after March 2024 including reconciliation of revenue/expenses
as per books and submitting the monthly compliance report as advised by the
bank.
xiii) Preparation, in all aspects, of GSTR 9 & 9C (or any new form notified for
annual compliance) whatsoever for the period starting from FY 2020-2021 till
FY 2023-24 irrespective of the fact that the due dates are falling after March
2024.
43
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
xiv) Reconciliation of GST payable as per GST returns vis-a-vis books of accounts
on monthly basis at transaction level. GST Retainer shall provide necessary
reports & advise as well as assist for necessary actionable.
xv) Reconciliation of GST TDS available on GST portal vis-a-vis books of
accounts on monthly basis at transaction level. GST Retainer shall provide
necessary reports & advise as well as assist for necessary actionable.
c) Input Compliance
i) State wise / UT wise verification of Input Tax Credit (ITC) compiled by
the Bank Expense Payable Unit as per the provisions of Central Goods and
Services Tax (CGST) rules, 2017 and other GST Act / Laws / Rules /
Notifications / Press releases erstwhile Service Tax rules etc.
ii) To undertake and review of GST Inputs and Input Service including RCM
working (Both Domestic & Foreign) of the Bank at its Centralised
Office located at Mumbai.
iii) Verification and reporting to Taxation Cell of the eligible ITC attributable to
fixed assets of the Bank in accordance with Notified ITC provision on Capital
Goods under GST law including reversals if any. You shall guide Bank with
inputs for developing necessary reports on safeguards/ monitoring tools to be
adopted by the respective dealing groups for proper availment of ITC on
eligible Capital goods.
iv) Review of the expense heads in Trial Balances (both Existing/Newly opened)
on a monthly basis to analyse the applicability of GST and do the
classification of the total ITC booked as per Tax Audit requirements as
follows:-
A. Expenditure in respect of entities registered under GST.
B. Relating to goods or services exempt from GST.
C. Relating to entities falling under composition scheme.
D. Relating to other registered entities.
E. Total payment to registered entities.
F. Expenditure relating to entities not registered under GST.
Necessary guidance/ inputs to be given to the respective dealing teams so that
the process can be automated wherever feasible.
v) Your team would be based at the Bank’s premises at Belapur, Navi Mumbai
and Head Office or such other place where the Bank’s payment booking teams
will be located.
vi) Your team would be reviewing the GST eligible ITC documents and based on
the evidences the verification would be conducted.
vii) You would be allowed access to the Bank’s Oracle System (view mode) and
based on the data as provided by the Accounts Payable Unit [APU] /
Centralised Operations/ CPU of the Bank Limited (Bank)/ any other Expense
44
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Payable Unit, which could be in excel or any other format. You shall be
submitting the Compliance Report (hard copy duly signed by the authorised
signatory) for the Cenvatable inputs (ITC Credits) available as per the law and
liability under RCM both for Notified Services as well as Unregistered Dealers
(URD) purchase- if applicable based on the prevalent notification/ rules/
Laws issued by CBIC latest by 10th of the subsequent month to which it relates
with.
viii) Advise Reversal of ITC as per the ITC rules including in the event of non-
payment as may be applicable.
ix) A monthly Compliance report (hard copy duly signed) would be submitted to
the management within the specific deadline i.e. latest by 15th of the next
month and update Bank on recent changes and its impact on the GST
workings. Your monthly compliance report shall clearly indicate :-
a) Eligible ITC as per GST Act 2017.
b) Inward supplies liable to RCM (for Notified service and Unregistered
Dealer as and when made effective by GOI/CBIC)
c) T1/T2/T3/T4 classification as envisaged in ITC rules notified under GST
Act.
d) Ineligible ITC U/s 17(5) of CGST Act, 2017.
e) Ineligible ITC under any other category.
f) Value of exempt supplies, Nil Rated and Non GST inward supplies from
composition dealer.
g) Availment and reversal of ITC on capital goods
h) Reversal of Regular ITC, RCM, Capital goods (both in the event of
removal and/or transfer of goods between 2 branches across states/ UTs)
i) Such other items as and when specified considering the requirements of the
GST Act and the Bank.
j) Reconciliation report between GSTR2A & / or GSTR2B and GSTR3B for
the given period.
x) Facilitate the Bank to deal with mismatches between GSTR2A & / or GSTR2B
and GSTR3B.
xi) Necessary follow ups with the Bank’s Vendors for optimum ITC availment
and minimizing the mismatches between the Bank’s Purchase Register and
GSTR2A & / or GSTR2B within the related statutory timelines.
xii) Guide the officials of the Bank on capturing, accounting and maintenance of
ITC records/ Bills/ Invoices etc. for optimum availment and utilization of ITC
and also advice various tax planning techniques which may be substantiated
with proper reasoning and backup data. Opinions in email may be provided
wherever desired.
xiii) All bills / tax invoices (online or physical) and related documents shall be
verified/ vouched by the Retainer on materiality basis i.e. all bills having value
equal to or greater than Rs.75,000/- shall be fully vouched and the invoices
45
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
having value less than Rs.75,000/- shall be checked fully for smaller States
(which will be identified by the Bank) and on sampling basis for other States,
with assumptions duly recorded in their report.
xiv) Assist the Bank in identifying the expenses where cross charging of expenses
between branches may be involved & provide guidance on the basis for such
cross charge and the accounting entries to be passed in this regard.
xv) Reply to queries raised by the Bank on ITC, prepare written submissions to
the GST/ Service Tax Authorities on queries raised, if any, on availment and
utilization of ITC based on the monthly report.
xvi) Update the Bank on recent changes in Law in related areas and its impact on
the GST ITC related workings. You shall report to Bank’s obligation on
account of Bank’s RCM and interest thereon (if any), for ongoing
payments of bills pertaining to erstwhile Service Tax Regime.
xvii) Reconciliation of ITC on Monthly and Annual basis in financial books and in
GSTR-3B.
d) Techno Functional
i) Review the alignment of diversified Income Booking activity and
corresponding GST payable accounting in the Bank’s CBS (Finacle 10x
version) in a uniform manner and suggest suitable solutions for any deviations
and implement the solution in CBS.
ii) Review the existing Systems for full compliance with CGST/ IGST/ SGST/
UGST laws/ rules/ notifications and suggest changes if any.
iii) Guide & Validate the existing / proposed software developers/ vendors/ IT
department to ensure that the software developed is in full compliance with
CGST/ IGST/ SGST/ UGST laws/ rules/ notifications and such software takes
the existing data from CBS / any other solution and provides the data in the
format required to be uploaded in the GSTN with required validations with the
help of Techno Functional resource.
iv) Review and implement checks to ensure integrity of data being received at the
centralized platform, suggest suitable changes if any.
v) Regularly review the documents and records maintained by the bank under
GST regime. Assist in User Acceptance Testing (UAT) or end user testing and
also review the UAT or end user testing, if any, done by the bank to enable to
comment on the degree and extent of integration into the GST Network
(GSTN) i.e. the Registration, Payment, Returns and Refunds processes
instituted by the government for the GST administration.
vi) Guide and advise for developing necessary tools for review, monitoring,
reporting and compliance with reports required in GST regime.
vii) Study all systems used by IDBI Bank for calculation of various GST liabilities
and ITC claim of the Bank.
viii) Interact and co-ordinate independently on exhaustive basis with various
46
Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
departments of the bank to discuss, analyze, understand respective systems
used by those departments to prepare and implement suitable architecture to
extract data for GST return filing and compliances with use of suitable
technology. The bidder will prepare UAT test cases; get the same executed for
seamless GST return filing.
ix) Co-ordinate and work independently in close interaction with IDBI Intech
Limited (Technology subsidiary of IDBI Bank) and Information Technology
Department (ITD) of IDBI Bank, or any other stakeholder of the Bank to
ensure complete GST Compliance.
x) Continuously review on a monthly basis and advise on the amendments /
developments required in the software platforms / applications, including
Finacle CBS, tax determination platform or any other software being used by
the Bank for ensuring compliance with GST.
Timelines
The above scope of work & deliverables have to be designed and executed to the
Bank’s satisfaction within timelines as may be required by the bank, within the
overarching timelines that may be prescribed by the GOI/ CBIC, and
communicated to the Retainer from time to time during the course of assistance for
smooth and timely Compliance of GST.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Annexure-F
Payment terms
1. Bidders have to quote the total fees for the assignment. The fees quoted shall
state the fee and taxes applicable at the present rate (Taxes applicable will be
paid as per rate prevailing at the time of actual payment). GST will have to
be quoted separately in the invoice .All out of pocket expenses, travelling,
boarding, accommodation and lodging expenses which may be incurred by
the GST Retainer and/or its officials in connection with the Contract shall be
borne and payable by the GST Retainer alone and the Bank shall not be
bound to make payment of any amounts in this regard to the GST Retainer.
2. Payment will be made after deducting tax deductible at source as per applicable
tax laws.
3. Payment of Retainership Fees shall be billed on an equated monthly frequency
during the period of the contract and the payments towards the Assignments of
the GST Retainer for regular review and assistance in Goods and Service Tax
(GST) compliances as per Term of Reference (Annexure-E) of RFP shall be
made subject to performance of the GST Retainer as per the RFP terms to the
satisfaction of the Bank.
4. The Fees shall be subject to deduction of penalties and applicable GST thereon
if any, levied on the GST Retainer by the Bank in accordance with the
provisions of this Agreement. All payment of Fees shall be made after
deduction of the applicable taxes if any and payment shall be made in Indian
Rupees only.
5. Amounts/ Fees payable to the GST Retainer as mentioned above shall not be
liable for upward revision during the Term of this Agreement irrespective of
reasons whatsoever including, increase or imposition of new taxes, duties,
levies, octroi, charges etc. All undisputed payments shall be made by the Bank
by direct credit to the GST Retainer Account Number through NEFT/RTGS
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
payment mode, within 30 working days of the date on which the payments fall
due in respect of an undisputed invoice or within 30 days of receipt of
undisputed invoice, whichever is later.
6. Notwithstanding anything contained in this Agreement or the RFP where the
GST Retainer is liable to pay any amount to the Bank, on account of penalties
under this agreement or on account of discrepancies in the invoices, invocation
of indemnity by the Bank, for third party claims, statutory dues or for any other
reason the Bank shall without prejudice to its other rights be within rights to
adjust such amounts from the Fees payable to the GST Retainer and raise a
demand on the GST Retainer for the balance amount if any and the GST
Retainer shall pay such amount to the Bank within 10 working days of receipt
of such demand.
7. The Commercial proposal shall not include any conditions attached to it. Any
such conditional Commercial proposal shall be liable for rejection.
8. The Bidder recognizes that all payments to the bidder under this RFP and
subsequent agreement are linked to and dependent on successful achievement
and acceptance of milestones/ deliverables/ activities set out in the scope of
work of the GST retainer assignments and therefore any delay in achievement of
such milestones/ deliverables/ activities shall automatically result in delay of
such corresponding payment.
9. The reasons like non-familiarity with the GST site conditions and/ or existing
IT infrastructure will not be considered as a reason for any delay or extra
claims whatsoever.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Annexure-G
The parameters used for technical evaluation:
Sr. Parameters (*) Maximum Criteria
No. Marks
Part (A)
1 No of years of 10 Five Marks for minimum 5 years and
practicing in India one mark for each completed additional
as on 31.03.2021 year maximum ten marks.
2 Adequacy of 15 For Key resources in India as follows:
manpower to take For 15 professional staff 5
care of Bank’s including 5 full time Partners
requirements for in India
regular review and 1 mark for each of 5
assistance in GST
Compliances Additional Partner /
professional staff in India
1 mark for each of 5
Qualified IT professional staff
in India having experience in
Techno Functional Role for
Banks / Insurance Companies.
Professional Staff” means full-time
staff, engaged in Indirect taxes and
other related matter who are on the
payroll of the bidder including partners.
3 Experience as 30 For one such 10
Indirect tax Retainer assignment i.e.,
practice i.e. Service Experience as
Tax/ GST/ VAT in Indirect tax Retainer
the Scheduled i.e. practice in Service
Commercial Banks Tax/ GST/ VAT in
the Scheduled
(excluding Commercial Banks/
Cooperative Banks Insurance Companies
& RRBs) on full- (excluding
fledged basis Cooperative Banks &
RRBs) on full-
fledged basis.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
For additional such 5 (For each
assignment)
assignment i.e.
Experience as
Indirect tax Retainer
practice i.e. Service
Tax/GST/VAT in the
Scheduled
Commercial Banks/
Insurance Companies
(excluding
Cooperative Banks &
RRBs) on full-
fledged basis.
4 Domain Knowledge 5 At least 1 Partners 5
in Information /Qualified CA’s Staff
technology should have passed
DISA/CISA and have
adequate knowledge
in information used
in Banks
5 Average turnover of 10 For Average Turnover of the firm in India
the firm during
preceding 3 years Upto Rs.10 crore 5
Above Rs.10 crore upto 2
Rs.15 crore
Above Rs.15 crore 3
Part (B)
6 Presentation 30 Shall be evaluated by an Internal
committee identified for the purpose.
Grand Total of Part IDBI Bank shall call the bidders for
(A+B) formal presentations on the methodology
and service model proposed for a
duration of about 30-45 minutes.
100
(*) The bidder shall include the Bidder along with its Affiliates / Group companies/
member firms working under the common brand name and engaged in similar activity
of accounting advisory/ financial services, registered in India.
Firms fulfilling all the eligibility criteria mentioned in Annexure A would only be
considered for scoring given above.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Annexure-H
Format of Performance Security
Bank Guarantee No. __________________________________
Bank Guarantee Amount
Expiry Date
Claim Amount
Account M/s.
GUARANTEE FOR PERFORMANCE OF CONTRACT
THIS GUARANTEE AGREEMENT executed at this ____ day
of _______ Two Thousand Twenty One
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:
IDBI BANK LIMITED, a company registered under the Companies Act, 1956 (1 of
1956) and a banking company within the meaning of Section 5 (c) of the Banking
Regulation Act, 1949 (10 of 1949) and having its registered office at IDBI Tower,
WTC Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter referred to as “IDBI
Bank” or “the Bank” which expression shall unless it be repugnant to the subject,
meaning or context thereof, be deemed to mean and include its successors and
assigns),
WHEREAS, Bank, vide its RFP No. [ ] dated [ ] (RFP), had called for the bids for
engagement of GST Retainer to implement [ ] and for the purposes M/s. [ ] have
been appointed as the GST Retainer (hereinafter referred to as “Successful Bidder").
The Successful Bidder has entered into Agreement on [ ] (the Contract) with IDBI
Bank,
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
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”,
(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 IDBI Bank, from a bank acceptable to IDBI Bank for
towards the faithful observance and performance by the Successful
Bidder of the terms, conditions, covenants, stipulations, provisions of the said
documents.
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
(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 IDBI
case may be, as aforesaid due to IDBI Bank from the Successful Bidder, towards any
loss, costs, damages, etc. suffered by IDBI Bank 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 IDBI Bank, on the Guarantor shall be
final, conclusive and binding notwithstanding any difference or any dispute between
IDBI Bank and the Successful Bidder or any dispute between IDBI Bank 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
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
IDBI Bank and further agrees that the Guarantee herein contained shall continue to be
enforceable until and unless it is discharged earlier by IDBI Bank, in writing.
3. IDBI Bank 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 IDBI Bank
under this Guarantee. The decision of IDBI Bank in this behalf shall be final,
conclusive and binding on the Guarantor and the Guarantor shall not be entitled to
require IDBI Bank 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 IDBI Bank 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 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. IDBI Bank shall be at liberty to make any modification or otherwise vary or
alter the said terms & 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
6. Any act or omission, time or indulgence granted by IDBI Bank 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 IDBI Bank, the
Guarantee hereby furnished shall remain in full force and effect until the ultimate
balance of the entire dues of IDBI Bank 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
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
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 IDBI Bank 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.
claim under this Guarantee must be received by the Guarantor within a period of 90
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 days after the expiry of the
validity period, then all the rights of the Bank 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 IDBI Bank 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 days after the
expiry of Validity Period of Bank guarantee)
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 [●]
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 Shri. ,
its authorised official.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Annexure-I
DRAFT AGREEMENT
============================================================
THE AGREEMENT BETWEEN THE BANK AND THE RETAINER FOR
REGULAR REVIEW AND ASSISTANCE IN GOODS & SERVICE TAX (GST)
COMPLIANCES
============================================================
This Agreement is executed at……………….on this …………….day of
………….. Two Thousand Twenty One
BETWEEN
IDBI Bank Limited, a company incorporated and registered under Companies Act,
1956 (1 of 1956), a company within the meaning of Section 2 (20) of the Companies
Act, 2013 (18 of 2013) and a banking company within the meaning of Section 5 (c) of
the Banking Regulation Act, 1949 (10 of 1949), with Corporate Identity No.
L65190MH2004GOI148838 and having its Registered Office at IDBI Tower, WTC
Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter referred to as the "the Bank/
IDBI Bank" or "IDBI" which expression shall include its successors and assigns) of
the ONE PART
AND
M/s ------------------------------------------------ registered under the Companies Act,
1956 / 2013/ a Partnership firm registered under the Indian Partnership Act 1932/
LLP/ Proprietorship firm having its registered/principal office at --------------------------
------------------------------------(hereinafter referred to as the "Retainer" which
expression shall include its partners present and future, their respective heirs, legal
representatives, administrators, successors and permitted assigns as the case may be)
of the other part.
(Wherever the context so requires the “the Bank” or “IDBI” or “IDBI Bank” and the
Retainer are individually referred to as the “Party” and collectively as “Parties”)
WHEREAS
A) The Bank proposes to appoint a Retainer for regular review and assistance in
‘Goods and Services Tax (GST)’ details of which are mentioned in the Article
2 hereunder written (hereinafter referred to as the "said Assignment").
B) The Bank is desirous of appointing a GST retainer for the said Asignment
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
and floated Request for Proposal bearing no………………… dated
…………. (hereinafter referred to as the “RFP”). The Retainer has
responded by submitting its proposal dated………………………(hereinafter
referred to as “the Proposal”)
C) Based on the representations and warranties of the Retainer made in its said
Proposal, the Bank has shortlisted the name of the Retainer and decided to
engage the services of the GST Retainer for the said Assignment on the terms
and conditions contained herein and the RFP.
D) The Bank and the Retainer have agreed to set out in writing the terms and
conditions in respect of the engagement of the Retainer for the said
Assignment.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and promises contained herein and other good and valuable consideration the receipt
and adequacy of which is hereby acknowledged, the Parties intending to be bound
legally, agree as follows:
ARTICLE-1
DEFINITIONS AND INTERPRETATION
1.1 Definitions:-
a) “Agreement” shall mean this agreement, together with the Letter of
Engagement No……dated……issued by the Bank to the Retainer read with
terms of RFP dated --------------, Schedules and the Annexures to this
Agreement and any mutually agreed modifications in writing to this
Agreement.
b) “Assignment” shall mean regular review and assistance in Goods and
services Tax (GST) compliances, details of which are more fully mentioned
in ARTICLE 2 - SCOPE OF SERVICES given hereunder.
c) “Letter of Engagement” shall mean the Letter No……..dated…..issued by the
Bank to the Retainer which is attached herewith as Annexure A.
d) “Event of Force Majeure” shall mean act of God including earthquake,
invasion, war, tsunami, rebellion, or other acts including the acts of
government generally beyond the control of the Parties and affecting
performance of this Agreement.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
e) “Payments” or “Fees” means all payments to be made by the Bank to the
Retainer as per the Payment Terms stated in Article 3 of this Agreement
hereto.
f) “Services” means all the services to be provided/ performed by the GST
Retainer to the Bank under this Agreement which are more particularly stated
in this Agreement and in the Letter of Engagement.
g) “Taxes” means all taxes including but not limited to service tax, education
cess, higher education cess, levies, surcharges, or withholdings assessed by any
Central, State or local authority as a result of the provision of the Services by
Retainer to the Bank.
1.2 Interpretation
a) Any reference in this Agreement to any statute or statutory provision shall be
construed as including a reference to that statute or statutory provision as from
time to time amended, modified, extended or re-enacted whether before or after
the date of this Agreement and to all statutory instruments orders and
regulations for the time being made pursuant to it or deriving validity from it.
The meanings set forth for defined terms in this Article and all pronouns shall
be equally applicable to both the singular and plural masculine, feminine or
neutral forms as the context may require.
b) All references in this Agreement to Articles are to articles in or to this
Agreement unless otherwise specified therein. The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement. The words “include”, “including” and “among other things”
shall be deemed to be followed by “without limitation” or “but not limited to”
whether or not they are followed by such phrases or words of like import.
c) References in this Agreement to any document or agreement shall be deemed
to include references to such document or agreement as amended, varied,
restated, supplemented or replaced from time to time in accordance with the
terms thereof and to include any letters of the parties executed in connection
therewith, except as otherwise provided in this Agreement.
d) The headings of the several Articles and sub-clauses of this Agreement are
intended for convenience only and shall not in any way affect the meaning or
construction of any provision therein.
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
e) The annexure and schedules of this agreement shall be deemed and
construed as part of the operative portion of the agreement as if incorporated
in verbatim.
ARTICLE 2
SCOPE OF SERVICES
The GST Retainer agrees and undertakes to provide the following services in
connection with the Assignment for regular review and assistance in Goods &
Service Tax (GST) Compliances
The GST Retainer agrees and undertakes that the overall approach would
be complemented with detailed tasks and procedures elaborated herein below-
Scope of GST Retainer:
a) General
i) Regular review of the existing system, policies and procedures relating
to Goods and Service Tax (GST) of the Bank and submitting timely
reports thereon.
ii) Regularly review, analyze GST implications, identify potential risks and
make changes in operating structure and business transactions under
Indirect Tax Structure including KYC norms and all other documents
required & records to be maintained.
iii) Regularly review and suggest changes to be made in the contracts/
documents etc. issued to the clients / vendors / contactors / customers /
B2B / B2C customers, suggesting suitable communication to be sent out
to ensure the compliance of GST.
iv) Reviewing the transactions that attract CGST / IGST / SGST even
without consideration such as inter-branch transactions, Centralised function
of the Bank at HO, Zonal Offices, Regional Offices, Clearing Houses etc.
v) Analyze & review the applicability of anti-profiteering measures proposed
in the Bank. Further, advise and provide the required system to the top
management for compliance under anti-profiteering measures proposed
under CGST/ IGST/ SGST.
vi) Regular review and suggest suitable policies to be framed by various
departments of the Corporate Centre/ Branches/ access points in complying
with various taxes and the related regulations upon specific requests by bank
to comply with GST.
vii) Regular review of the business processes to reduce GST compliance
cost including but not limited to inadmissible Input Credit and suggesting
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
suitable changes to minimize such compliance cost.
viii) Depute, on a permanent basis, sufficient CA qualified staff and other staff,
on the payroll of the bidder, to GST Cell of the Bank, to carry out the work
outlined in this RFP. The deputed qualified staff should be having
experience in Indirect tax of more than 2 years. The deputed staff of the
bidder shall work under the supervision of Project Manager and also be
supported by senior Indirect tax experts i.e. Partners / Directors / Senior
Managers who are working as full time employees with the bidder. The
deputed staff for this task shall be working at the Corporate Office,
Mumbai premises of the Bank.
ix) Provide verbal and written opinions/ comments/ clarifications on all GST /
Service Tax matters raised by the Branches/Offices.
x) Guidance, vetting and drafting of various circulars and other notifications to
be issued by the Bank for the information of the Zones/ branches/ offices in
respect of GST/ IGST/ SGST/ UGST and related matters and also suggest
suitable circulars to be issued.
xi) Advise the Bank about accounting system & ledgers to comply with GST
Rules.
xii) Review of the E-Way bill process being used by the bank and to
suggest methods to smoothen the process for avoiding delays and
confiscation of goods.
xiii) Regularly review and implement the system on valuation and taxability
of various income streams such as interest charges, commissions and all
other type of services like inter branch transfer, removal of capital goods,
employee benefits, support function cost etc. with respect to GST/ SGST/
IGST/ UGST, suggest suitable changes if any in compliance with the
extant provisions/notifications/role of the GST law as and when notified.
xiv) Work with the Bank and regularly review and implement the system on
valuation and taxability of Forex transactions/ interbank transaction/
actionable claims/ securities and derivative transactions/ Exchange of
Foreign currencies and such other transaction required/dealt with under
GST/ IGST/ SGST/ UGST laws, suggest suitable changes if any.
xv) Advise on budget suggestions required by Ministry of Finance and any other
regulatory authorities, e.g. RBI, etc.
xvi) Provide write-ups on matters to be posted to Ministries, various other
authorities through IBA, including matters to be posted to IBA only.
xvii) Provide opinion on valuation and taxability of import and export of services;
xviii) Assist in preparation, review and validation of any new return which may be
prescribed in future.
xix) The information received from Bank as well as various reports /
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
information pertaining to the Bank shall be strictly kept confidential and
shall not be shared with any other person without written permission of the
Bank.
xx) The contract can be terminated by either party by giving one month’s
written notice.
xxi) The contract would be valid for a period of two years and nine months till
March 31, 2024.
b) Compliance
i) Provide end to end services for filing various statutory returns required to
be filed under GST and validate the entire data to be uploaded on GSTN
portal.
ii) Advising the bank in replies to be filed/course of action to be taken in
response to survey/ investigation/ show cause done by the GST
department, compiling the data to be furnished to the department.
iii) Advise on the maintenance of statutory registers and details to be
maintained under GST law, legal formalities w.r.t. registrations,
amendment thereof, application for refunds on GSTN etc.
iv) Work with GST Cell at Corporate office to comply with the GST provisions
including preparation, deposit and filing of GST returns centrally at
corporate level for GST registrations in all States / UTs. Review/ assist/
provide/ monitor filing of all GST returns centrally through corporate office
for all States / UTs wise registration including reconciliation with books/
Trial balance on monthly basis.
v) Advise and prepare / workout the calculation for payment of GST liability
based on the GST payable register and the ITC register of the Bank.
vi) Represent the Bank before the Service Tax / GST authorities in connection
with any enquiry or the assessment proceedings for smooth resolution of
issues/ queries raised by them.
vii) Provide opinion / draft replies on the issues/ observations/ queries raised in
various audits conducted by various Regulatory Authorities viz. Central
Excise Revenue Audit (CERA), Service Tax / GST Department etc. along
with data compilation and validation.
viii) Draft replies / communications along with data compilation and validation
in relation to various letters, enquiries, demand cum show-cause notices or
any notices received by the Bank in relation to GST/Service tax.
ix) Briefing the Counsel for appearing before CESTAT / other Appellate
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
Tribunal as well as High Court and Supreme Court and drafting the case
stating the facts and minutizing the discussion held with advocate or senior
counsel.
x) Review of orders passed by the various Revenue/Tax authorities,
preparation of suitable responses and detailed computation of interest levied
or granted by the Assessing Officer/s.
xi) Review of Tax orders passed by the High Court or Supreme Court for
various assessment years.
xii) Assistance in all aspects of GST including annual return whatsoever, for the
period till end of FY 2023-24 irrespective of the fact that the due dates for
that year are falling after March 2024 including reconciliation of
revenue/expenses as per books and submitting the monthly compliance
report as advised by the bank.
xiii) Preparation, in all aspects, of GSTR 9 & 9C (or any new form notified for
annual compliance) whatsoever for the period starting from FY 2020-2021
till FY 2023-24 irrespective of the fact that the due dates are falling after
March 2024.
xiv) Reconciliation of GST payable as per GST returns vis-a-vis books of
accounts on monthly basis at transaction level. GST Retainer shall provide
necessary reports & advise as well as assist for necessary actionable.
xv) Reconciliation of GST TDS available on GST portal vis-a-vis books of
accounts on monthly basis at transaction level. GST Retainer shall provide
necessary reports & advise as well as assist for necessary actionable.
c) Input Compliance
i) State wise / UT wise verification of Input Tax Credit (ITC) compiled by
the Bank Expense Payable Unit as per the provisions of Central Goods and
Services Tax (CGST) rules, 2017 and other GST Act / Laws / Rules
/ Notifications / Press releases erstwhile Service Tax rules etc.
ii) To undertake and review of GST Inputs and Input Service including
RCM working (Both Domestic & Foreign) of the Bank at its
Centralised Office located at Mumbai.
iii) Verification and reporting to Taxation Cell of the eligible ITC attributable
to fixed assets of the Bank in accordance with Notified ITC provision on
Capital Goods under GST law including reversals if any. You shall guide
Bank with inputs for developing necessary reports on safeguards/
monitoring tools to be adopted by the respective dealing groups for
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Request for Proposal for Appointment of Retainer for regular review
and assistance in Goods & Service Tax (GST) Compliances
proper availment of ITC on eligible Capital goods.
iv) Review of the expense heads in Trial Balances (both Existing/Newly
opened) on a monthly basis to analyse the applicability of GST and do the
classification of the total ITC booked as per Tax Audit requirements as
follows:-
A. Expenditure in respect of entities registered under GST.
B. Relating to goods or services exempt from GST.
C. Relating to entities falling under composition scheme.
D. Relating to other registered entities.
E. Total payment to registered entities.
F. Expenditure relating to entities not registered under GST.
Necessary guidance/ inputs to be given to the respective dealing teams so
that the process can be automated wherever feasible.
v) Your team would be based at the Bank’s premises at Belapur, Navi Mumbai
and Head Office or such other place where the Bank’s payment booking
teams will be located.
vi) Your team would be reviewing the GST eligible ITC documents and based
on the evidences the verification would be conducted.
vii) You would be allowed access to the Bank’s Oracle System (view mode)
and based on the data as provided by the Accounts Payable Unit [APU] /
Centralised Operations/ CPU of the Bank Limited (Bank)/ any other
Expense Payable Unit, which could be in excel or any other format.
You shall be submitting the Compliance Report (hard copy duly signed
by the authorised signatory) for the Cenvatable inputs (ITC Credits)
available as per the law and liability under RCM both for Notified Services
as well as Unregistered Dealers (URD) purchase- if applicable based on the
prevalent notification/ rules/ Laws issued by CBIC latest by 10th of the
subsequent month to which it relates with.
viii) Advise Reversal of ITC as per the ITC rules including in the event of
non- payment as may be applicable.
ix) A monthly Compliance report (hard copy duly signed) would be submitted
to the management within the specific deadline i.e. latest by 15th of the
next month and update Bank on recent changes and its impact on the GST
workings. Your monthly compliance report shall clearly indicate :-
a) Eligible ITC as per GST Act 2017.
b) Inward supplies liable to RCM (for Notified service and Unregistered
Dealer as and when made effective by GOI/CBIC)
c) T1/T2/T3/T4 classification as envisaged in ITC rules notified under
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GST Act.
d) Ineligible ITC U/s 17(5) of CGST Act, 2017.
e) Ineligible ITC under any other category.
f) Value of exempt supplies, Nil Rated and Non GST inward supplies
from composition dealer.
g) Availment and reversal of ITC on capital goods
h) Reversal of Regular ITC, RCM, Capital goods (both in the event of
removal and/or transfer of goods between 2 branches across states/ UTs)
i) Such other items as and when specified considering the requirements of
the GST Act and the Bank.
j) Reconciliation report between GSTR2A & / or GSTR2B and GSTR3B
for the given period.
x) Facilitate the Bank to deal with mismatches between GSTR2A & / or
GSTR2B and GSTR3B.
xi) Necessary follow ups with the Bank’s Vendors for optimum ITC availment
and minimizing the mismatches between the Bank’s Purchase Register and
GSTR2A & / or GSTR2B within the related statutory timelines.
xii) Guide the officials of the Bank on capturing, accounting and maintenance of
ITC records/ Bills/ Invoices etc. for optimum availment and utilization of
ITC and also advice various tax planning techniques which may be
substantiated with proper reasoning and backup data. Opinions in email may
be provided wherever desired.
xiii) All bills / tax invoices (online or physical) and related documents shall be
verified/ vouched by the Retainer on materiality basis i.e. all bills having
value equal to or greater than Rs.75,000/- shall be fully vouched and the
invoices having value less than Rs.75,000/- shall be checked fully for
smaller States (which will be identified by the Bank) and on sampling basis
for other States, with assumptions duly recorded in their report.
xiv) Assist the Bank in identifying the expenses where cross charging of
expenses between branches may be involved & provide guidance on the
basis for such cross charge and the accounting entries to be passed in this
regard.
xv) Reply to queries raised by the Bank on ITC, prepare written submissions
to the GST/ Service Tax Authorities on queries raised, if any, on
availment and utilization of ITC based on the monthly report.
xvi) Update the Bank on recent changes in Law in related areas and its impact on
the GST ITC related workings. You shall report to Bank’s obligation on
account of Bank’s RCM and interest thereon (if any), for ongoing
payments of bills pertaining to erstwhile Service Tax Regime.
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xvii) Reconciliation of ITC on Monthly and Annual basis in financial books and
in GSTR-3B.
d) Techno Functional
i) Review the alignment of diversified Income Booking activity and
corresponding GST payable accounting in the Bank’s CBS (Finacle 10x
version) in a uniform manner and suggest suitable solutions for any
deviations and implement the solution in CBS.
ii) Review the existing Systems for full compliance with CGST/ IGST/
SGST/ UGST laws/ rules/ notifications and suggest changes if any.
iii) Guide & Validate the existing / proposed software developers/ vendors/ IT
department to ensure that the software developed is in full compliance
with CGST/ IGST/ SGST/ UGST laws/ rules/ notifications and such
software takes the existing data from CBS / any other solution and provides
the data in the format required to be uploaded in the GSTN with required
validations with the help of Techno Functional resource.
iv) Review and implement checks to ensure integrity of data being received at
the centralized platform, suggest suitable changes if any.
v) Regularly review the documents and records maintained by the bank
under GST regime. Assist in User Acceptance Testing (UAT) or end user
testing and also review the UAT or end user testing, if any, done by the
bank to enable to comment on the degree and extent of integration into the
GST Network (GSTN) i.e. the Registration, Payment, Returns and
Refunds processes instituted by the government for the GST administration.
vi) Guide and advise for developing necessary tools for review, monitoring,
reporting and compliance with reports required in GST regime.
vii) Study all systems used by IDBI Bank for calculation of various GST
liabilities and ITC claim of the Bank.
viii) Interact and co-ordinate independently on exhaustive basis with various
departments of the bank to discuss, analyze, understand respective systems
used by those departments to prepare and implement suitable architecture to
extract data for GST return filing and compliances with use of suitable
technology. The bidder will prepare UAT test cases; get the same executed
for seamless GST return filing.
ix) Co-ordinate and work independently in close interaction with IDBI Intech
Limited (Technology subsidiary of IDBI Bank) and Information Technology
Department (ITD) of IDBI Bank, or any other stakeholder of the Bank to
ensure complete GST Compliance.
x) Continuously review on a monthly basis and advise on the amendments /
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and assistance in Goods & Service Tax (GST) Compliances
developments required in the software platforms / applications, including
Finacle CBS, tax determination platform or any other software being used
by the Bank for ensuring compliance with GST.
(The above list is inclusive and not exhaustive i.e. Terms of reference shall include
providing professional assistance for all activities required for due compliance
with applicable Service Tax and GST Rules / provisions).
Further, as proposed under GST Regime, compliance is required to be done at
State / UT Level. Therefore, the selected consultant is expected to carry out all
above functions for each registration that the Bank has obtained or will obtain (i.e.
for new State / UT / Vertical) in future.
2.1 The GST Retainer shall, for the purpose of rendering the services as aforesaid,
employ or engage adequate number of qualified and experienced Chartered
Accountants at their own cost. A provisional and indicative list of Minimum
Professional staff deployment by Retainer will be as under:-
a) One Senior Partner for overall control, coordination, liaison for the said
Assignment. He shall have minimum 10 years post qualification experience and
successfully handled Indirect taxes (Service tax/VAT) / Goods and services
Tax (GST) assignments. He shall visit the Head Office of the Bank at least
once in 15 days or as more frequently as may be necessary to evaluate the
progress of the work and advise remedial measures if required.
b) i) Two or more Qualified Chartered Accountants for overall control,
coordination, liaison of the said Assignment. They shall have minimum 2 years
post qualification experience and practicing Indirect Tax matters (Service
tax/VAT/ Goods and services Tax (GST). They shall be continuously/as per
need available at IDBI Office for executing the Assignment.
ii) One person preferably with IT background to assist in developing MIS and
integration with GST Network and also in assisting right kind of software/ IT
Solution.
c) The decision regarding the structure and tenure/period of deployment of other
staff depending on the volume and scope of work will be decided by IDBI and
the Retainer mutually which shall be binding on the Retainer.
d) The Retainer agrees that the above requirements are, however, only indicative
and as assessed by IDBI Bank. More staff as may be considered necessary by
Bank for satisfactory management, execution and completion of the
Assignment have to be deputed by the retainer when called upon to do so
by the Bank. The decision of IDBI Bank in this regard shall be final and
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binding on the Retainer.
e) The Retainer specifically agrees that IDBI Bank shall have no responsibility
for any staff engaged by the Retainer and the said retainer alone shall be
responsible as their employer and the said staff shall never claim or hold out
themselves as employees of IDBI.
ARTICLE 3
PAYMENT AND PAYMENT TERMS
3.1 In consideration of the performance of the Contract, IDBI Bank shall pay the
Retainer fee of Rupees…………….plus GST and related taxes for which
Retainer’s services have been taken.
a) The fee quoted shall state the fee and taxes applicable with present rate (Taxes
applicable will be paid as per rate prevailing at the time of actual payment). All
out of pocket expenses, travelling, boarding, accommodation and lodging
expenses which may be incurred by the Retainer and/or its officials in
connection with the Contract shall be borne and payable by the Retainer alone
and the Bank shall not be bound to make payment of any amounts in this
regard to the Retainer.
b) Payment towards the Invoices will be made after deducting tax deductible at
source as per applicable tax laws.
c) The Fees shall be subject to deduction of penalties if any, levied on the
Retainer by the Bank in accordance with the provisions of this Agreement. All
payment of Fees shall be made after deduction of the applicable taxes if any
and payment shall be made in Indian Rupees only.
d) Amounts/ Fees payable to the Retainer as mentioned above shall not be liable
for upward revision during the Term of this Agreement irrespective of reasons
whatsoever including, increase or imposition of new taxes, duties, levies,
octroi, charges etc. All undisputed payments shall be made by the Bank by
direct credit to the Retainer’s Account Number IFS Code No.
_with Branch of Bank, through
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NEFT / RTGS payment mode, within 15 working days of the date on which
the payments fall due in respect of an undisputed invoice or within 15
days of receipt of undisputed invoice, whichever is later.
e) Notwithstanding anything contained in this Agreement or the RFP where the
Retainer is liable to pay any amount to the Bank, on account of penalties under
this agreement or on account of discrepancies in the invoices, invocation of
indemnity by the Bank, for third party claims, statutory dues or for any other
reason the Bank shall without prejudice to its other rights be within rights to
adjust such amounts from the Fees payable to the Retainer and raise a demand
on the Retainer for the balance amount if any and the Retainer shall pay such
amount to the Bank within 10 working days of receipt of such demand.
3.2 Penalty / Liquidated Damages:
Any delay or deviation by the Retainer due to reasons attributable to the
Retainer, from the timelines mentioned in ……………… of this Agreement,
shall attract liquidated damages/penalty at the rate of 1% of the total Fee payable
under this Agreement per day or part thereof of the delay/deviation till the actual
completion of the work in accordance with this Agreement and the Retainer shall
promptly pay the same to the Bank. The Bank shall be within its right to deduct
such amounts from the fee payable to the Retainer. In such cases, the Bank shall
also have the right to terminate the contract in addition to invoking the
performance guarantee at the discretion of Bank.
3.3 Performance Guarantee
The Retainer shall submit a Performance Bank guarantee for an amount
equivalent to 20% of the Order being Rs………………
(Rupees……………only) within 15 days valid for 2 years from the date of
acceptance which may be extended with mutual consultation, from any
Scheduled Commercial Bank in India other than IDBI Bank Ltd. and
acceptable to the Bank towards performance of the contract. The Bank shall be
within its rights to invoke the performance guarantee without any notice to the
Retainer, if the Retainer, in the opinion of the Bank, has failed/fails to perform
the assignments under the Agreement/RFP to the satisfaction of the Bank, or in
the event of the Bank terminating the Agreement due to non-performance and/or
unsatisfactory performance of the Retainer and/or the Retainer failing to pay the
Penalty /Liquidated Damages payable to the Bank.
3.4 Taxes and Duties
(a) The Retainer will be solely responsible for payment of all applicable Taxes,
levies, charges, license fees (if any), royalties (if any) etc., that may be
imposed by State/Central Government or any local body, payable as per the
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existing laws, in connection with the provision of Services by Retainer under
this Contract. The Bank’s liability is restricted to the payment of undisputed
fees to the Retainer as stated in this Agreement.
(b) The GST Retainer shall also be liable to pay all corporate tax, income tax and
any other applicable taxes that shall be levied on according to the laws and
regulations applicable from time to time on the Fees paid to the Retainer.
No costs/expenses shall be payable by the Bank for traveling (including
local conveyance), boarding, lodging, out-of-pocket expenses, liaison, etc.
during the validity of the contract.
(c) Wherever the laws and regulations require deduction of any Taxes at the
source of payment, the Bank shall be entitled to effect such deductions from
the payment due to the Retainer and make remittance to the competent
authority. A certificate evidencing such deductions shall be promptly provided
by Bank to the Retainer to this effect.
(d) The Retainer’s staff, personnel and labour will be liable to pay personal
income taxes in respect of such of their salaries and wages as are chargeable
under the laws and regulations for the time being in force, and the Retainer
shall perform such duties in regard to such deductions thereof as may be
imposed on the Retainer by such laws and regulations. The Retainer further
undertakes to obtain such licenses, permit etc. renewal from time to time and it
shall be solely responsible in the event of contravention of any Act, Laws or
rules in this regard.
(e) The Retainer shall pay all the taxes, rates, charges, levies, claims whatsoever
that may be imposed by State / Central Government or any local body for the
said purposes and for employing such persons for the Services and shall
provide proof thereof as and when required by the Bank.
ARTICLE 4
PROJECT COMMITTEE
4.1 The Bank may constitute a Project Committee for assessing and reviewing the
progress of the work on the Project and to issue instructions or directions from
time to time which shall be observed and strictly followed by the Retainer.
4.2 The Retainer shall apprise the Chairman of the Committee with the information
relating to implementation, compliance and execution of the Committee decision
and also the usual progress of the Project work weekly.
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ARTICLE 5
OBLIGATION OF RETAINER
5.1 The Retainer shall have the following obligations otherwise expressly prevented /
prohibited by IDBI Bank:
a) To do diagnostic analysis of differences between the current Indirect Taxes
regime and proposed Goods and services Tax Law. These should specifically
include analysis of taxable services of the Bank, place of supply provisions,
valuation provisions, Registration, Returns, Tax payments, IT Modifications
etc. To recommend a way forward in implementation of Goods and Services Tax
(GST) in the Bank focusing specifically on operational issues, resources
requirement and finalisation of Project Management framework followed by
submission of report for Bank’s consideration.
b) To identify first time application issues and also the potential surprises
consequent to implementation of GST Act.
c) To conduct GST impact assessment from the perspective of changes required in
IT/ information system used by bank and also carry out assessment of processes
requiring changes.
d) To present before Steering Committee/ Audit Committee of the Board/ Board of
Directors on the progress of GST implementation status.
e) To validate the MIS output and overall integration to meet the requirements
under the GST law as at Phase III above and presentation to the Top
management/ Board.
f) To interact with and making presentation to the Steering Committee/ Top
management/ Board as and when required.
g) To assist the bank in taking significant accounting policy/taxation decisions
impacting revenue /expenses and taxes thereon. Assist bank in preparation of
benchmark taxation policies and in defining Business Model
h) To assist the Bank in formulation and validation of policies and processes
compliant with GST requirements which includes amongst others;
- Implementation of GST Act in entirety (CGST, SGST, IGST) in the Bank
- Recommend first time adoption exemptions/options.
- For the said agreement Service Tax, shall mean any other similar law
which may be in force in future such as but not limited to GST.
i) Assist the Bank in replying to the queries, if any, raised by the Statutory
Auditors/ Regulatory Authorities in the context of GST Implementation.
j) To do such other actions as may be required for the said Assignment and/ or as
may be required by the Bank.
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5.2 Rights and Obligations of Parties:
Apart from other rights and obligations mentioned elsewhere in this Agreement it is
agreed by the Parties the following:-
a) For the purpose of supervision, the Retainer agrees that the Assignment will
be under the charge of a competent Chartered Accountant (a Partner) who will be
in constant charge of the said Assignment entrusted to the Retainer. The
Retainer agrees to engage and retain at its own cost and expense, adequate
number of competent staff for the execution of the Assignment. These staff
depending upon the requirement (as determined by IDBI at its sole
discretion) should be available until the Assignment as entrusted to the
Retainer is completed. Their appointment, dismissal, retrenchment, the
condition of services and the rate of remuneration will be determined by the
Retainer and shall be at the Retainer’s entire discretion and the said staff at all
times shall work under the orders and sole control of the Retainer. IDBI shall,
however, have the right to direct the Retainer without assigning any reasons to
remove any staffs that is/are considered by IDBI as undesirable, which shall be
complied by the Retainer immediately and shall be substituted by the Retainer
with employee of equal experience. The staff of the Retainer will work in
cooperation with IDBI staff and carry out their instructions.
b) The Bank may also maintain, depute its own employees, etc., to oversee the
work of the Retainer and for overall management of the Assignment.
c) The Retainer shall perform its duties under these presents and will do
everything in its power and authority to ensure the completion of the said
Assignment according to the specifications and in given time schedule.
d) The Retainer shall promptly notify IDBI of any changes in the constitution of its
firm/Retainer. It shall be open to IDBI to terminate the agreement on the death,
retirement, insanity or insolvency of any person/s being director/s or partner/s
in the Retainer/firm, or on the addition or introduction of a new
partner/Director without the previous approval in writing of IDBI or in the
event of any dispute between the Partners/Directors of the Retainer. In case of
such termination aforesaid, the Retainer shall be liable for all the accrued
liability of the Bank. But in absence of and until its termination by IDBI as
aforesaid, this Agreement shall continue to be of full force and effect
notwithstanding any changes in the constitution of the firm, by death,
retirement, insanity or insolvency of any of its partners or the addition or
introduction of any new partner. In case of retirement/death, the surviving or
remaining partners of the firm shall be jointly and severally liable for the due
and satisfactory performance of the terms and conditions of the Agreement.
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e) The Retainer agrees to perform its duties as stated in this Agreement so as to
cause the completion of the work/Assignment as proposed and of other work
as may be entrusted to it and everything necessary render the same according to
the contract as also the completion of the several stages (Milestones). The
extension of the time limit if any, given by CBIC/GOI, will have no
consequential effects on the Retainer’s time schedule in respect of work to be
completed till then. However, any Services provided during such extension of the
time limit shall not entitle the Retainer for any additional fee/charges and the
same shall be construed as part of the Assignment /Services.
f) It is agreed that the Bank and the Retainer shall work jointly as a team in good
spirit with a view to getting the Assignment completed in the best possible
manner within the stipulated time. The Bank shall have right to oversee; differ
with the Retainer’s opinion without affecting the Bank’s interest. However, in
the event of any dispute arising out due to difference between the opinion of the
Retainer and the Bank, the decision of the Bank’s Chief General Manager in
charge of Finance & Accounts Dept. shall be final and binding on the Retainer.
g) In case the Retainer is required to travel/visit any place or go out of Mumbai for
proper discharge of any of its duties enumerated herein then it shall be
without any extra charge of fees.
h) In case of any differences in opinions by the Statutory Central Auditors/
CBIC/GOI arising at any point of time on the said Assignment, the Retainer
shall assist the Bank from time to time by drafting suitable replies and
make representations and protect the interest of the Bank.
ARTICLE – 6
REPRESENTATION & WARRANTIES BY THE RETAINER
6.1 The Retainer hereby agrees, declares and warrants that:
a) The GST Retainer has the necessary capacity, expertise and infrastructure
etc., to provide professional services of a high standard of its profession to
the best of its ability and to the satisfaction of the Bank;
b) The Retainer shall not give or take discounts, commissions, gifts or other
inducements for the introduction of Clients/outsiders dealing with the said
Assignment;
c) The Retainer shall act with fairness and impartiality when executing the
said Assignment and maintain a high standard of integrity;
d) The Deliverables & Services shall be provided by the Retainer in a highly
professional and competent manner in accordance with the professional
standards in industry, and shall meet the descriptions, specifications and the
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and assistance in Goods & Service Tax (GST) Compliances
performance standards stated in this Agreement.
e) The Retainer has all the permissions, licenses, authorities whatever required
from the appropriate Government, Statutory/Regulatory authorities to render
the Service stated herein to the Bank.
f) If the Retainer is a Company/Firm/LLP, the Retainer shall not affect any
change in its constitution which includes reconstitution of the Retainer,
mergers, reverse mergers, acquisition and amalgamations during the
currency of the Contract period without prior written permission of the
Bank,
g) The Retainer is association of persons, it is duly incorporated, registered,
validly existing and in good standing as per the laws of India.
h) The Retainer has the power and authority to enter into this Agreement and
perform its obligations hereunder. The execution, delivery and performance
of this Agreement by the Retainer and the performance of its obligations
hereunder have been duly authorized and approved by all necessary actions
and no other action on the part the Retainer is necessary to authorize the
execution, delivery and performance of this Agreement.
i) The execution, delivery and performance of this Agreement by the Retainer:-
I. Shall not violate or contravene any provision of its constitutional
documents;
II. Shall not violate or contravene any law, statute, rule, regulation, licensing
requirement, order, writ, injunction or decree of any court, governmental
instrumentality or other regulatory, governmental or public body, agency
or authority by which it is bound or by which any of its properties or
assets are bound;
III. Except to the extent that the same have been duly and properly completed
or obtained, will not require any filing with, or permit, consent or
approval of or license from, or the giving of any notice to, any court,
governmental instrumentality or other statutory/regulatory, governmental
or public body, agency or authority, joint venture party, or any other
entity or person whatsoever;
IV. No representation or warranty by the Retainer in this Agreement, and no
document furnished or to be furnished to the Bank, in connection
herewith or the RFP or with the transactions/obligations contemplated
hereby, contains or will contain any untrue or misleading statement or
omits or will omit any material fact. There have been no events or
transactions, or facts or information which has come to, or upon
reasonable diligence, should have come to the attention of the Retainer
and which have not been disclosed herein or in a schedule hereto, having
a direct impact on the transactions/obligations contemplated in these
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presents.
ARTICLE- 7
TERMS & TERMINATION OF AGREEMENT
7.1 This Agreement shall commence from the date of its execution and shall remain
valid till March 31, 2024 unless it is terminated as per the provisions of these
presents.
7.2 The Bank shall be within its right at its sole discretion to terminate this Agreement
without giving any notice in the event of:-
i. Closure of the business by the Retainer or any winding up proceedings are
commenced/initiated against the Retainer or if in the case of a partnership firm,
if the firm is dissolved or in the event of death or resignation of one or more
partners or reorganisation of the firm and/or;
ii. In case there is any change in the constitution of the Retainer / firm of the
Retainer for any reason whatsoever and/or;
iii. The Retainer fails to perform its duties and obligations under this Agreement to
the satisfaction of the Bank and/or
iv. In the event of dispute between the Proprietor/Partners/ Directors of the
Retainer.
7.3 Bank shall also be within its right to terminate this Agreement by giving 30 days’
notice in writing and without assigning any reasons to the Retainer.
7.4 The Retainer shall not terminate this Agreement unless there is failure on the part
of the Bank to make payment of any undisputed fees to the Retainer after serving a
notice of 60 days to the Bank.
7.5 Even after the termination of the Agreement the Retainer shall remain liable and
shall be responsible in respect of the work executed before the termination of the
Retainer’s appointment and consequences thereof. No additional fees will be paid
by the Bank for this to the Retainer.
ARTICLE-8
INDEMNITY
8.1 The Retainer does hereby indemnify the Bank, and shall keep indemnified and
hold the Bank harmless from and against any and all losses, liabilities, claims,
actions, costs and expenses (including attorneys' fees) and also relating to,
resulting from or in any way arising out of any claim, suit or proceeding brought
against the Bank including by a third party as a result of:
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a) An act or omission of the Retainer, its employees, its agents, sub-contractors
in the performance of the obligations of the Retainer under this Agreement
and/ or
b) Claims against the Bank and/or any legal proceedings made by employees or
other persons who are deployed by the Retainer and/or by any
statutory/regulatory/ govt. authority and/or
c) Breach of any of the material term of this Agreement or breach of any
representation or warranty of the Retainer under this Agreement, or
d) Violation of the Confidentiality obligations by the Retainer and/or its
officials/employees or any other person employed by them in connection
with the services under this Agreement.
8.2 The provisions of this Article shall survive notwithstanding the expiration or
termination of this Agreement for any reason whatsoever.
ARTICLE 9
CONFIDENTIALITY
a) The Retainer acknowledges that in the course of performing their obligations under
this Agreement, the Retainer shall be exposed to or acquire Confidential Information
of the Bank or its constituents. The Retainer understands and acknowledges that it will
be given access to such Confidential Information solely as a consequence of and
pursuant to this Agreement.
b) The Retainer will, at all times, maintain confidentiality of the Confidential
Information and of this Agreement, Information of Bank including of the Bank’s
customer, any business, technical, financial information / data or any other
information disclosed or accessible to the Retainer for this Assignment whether at the
time of disclosure, designated in writing as confidential or not.
c) The Retainer agrees to keep in confidence and not disclose to any third party and all
Confidential Information available to the Retainer and whether such information is
given in writing or oral or visual, and whether such writing is marked to indicate the
claims of ownership and/or secrecy or otherwise. The Retainer agrees that it shall not
use, nor reproduce for use in any way, any Confidential Information of the Bank
except to the extent required to fulfill its obligations under the Agreement. The
Retainer agrees to protect the Confidential Information of the Bank with at least the
same standard of care and procedures used by to protect its own Confidential
Information of similar importance but at all times using at least a reasonable degree of
care.
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d) The Retainer shall also ensure that its officials/employees and if Retainer is
permitted by the Bank in writing to assign, delegate or hire another person to assist it
in the performance of its obligations under this Agreement, such person also shall
maintain the confidentiality of the Confidential Information in the same manner as the
Retainer is bound to maintain the confidentiality.
e) The provisions of this Article shall survive notwithstanding the expiration or
termination of this Agreement for any reason whatsoever.
For the purpose of this Agreement, Confidential information of the Bank shall mean
and include all non-public information, of the Bank including details of the Bank’s
critical assets held by the Bank which is accessible by or is available to the GST
Retainer, and in writing whether in graphic, visual or any other tangible, intangible or
electronic form including, without limitation, customer data, Banks’ data any and all
information relating to the Bank’s customers, the software and hardware vendors
and/or its client’s (whether past, present, or future), financial data, financial results
and projections, employees (past, present or prospective), technologies, technical and
business strategies, computer programs, software tools, source codes, object codes,
protocols, product descriptions, trade secrets or know how, customer information and
intellectual property rights as well as any such information not generally known to
third parties, that the Retainer is reasonably expected to treat as confidential. It is
clarified that all non-public data available on the Bank’s existing system shall be
treated as Confidential Information for the purposes of this Agreement.
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ARTICLE 10
MISCELLANEOUS
10.1 Notices
a) Any notice and other communications provided for in this Agreement shall be in
writing and shall be first transmitted by facsimile transmission or by postage
prepaid registered post with acknowledgement due or by a reputed courier
service, by e-mail, in the manner as elected by the Party giving such notice.
In case of notices to the Bank:
Department: IDBI Bank Limited, Corporate Office, Finance & Accounts
Address: Department – Taxation Cell
22nd Floor, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai-
400005
Phone Number:
Fax Number:
E Mail:
For attention of: Mr. Deputy General Manager,
In case of notices to the Retainer:
………………………………….
…………………………………
b) All notices shall be deemed to have been validly given if sent to the registered
office/principal office address and on (i) the business date immediately after the
date of transmission with confirmed answer back, if transmitted by facsimile
transmission, or (ii) the expiry of three days after posting if sent by registered
post/courier, or (iii) the business date of receipt, if sent by ordinary post.
c) Any Party may, from time to time, change its address or representative for
receipt of notices provided for in this Agreement by giving to the other not less
than fifteen days prior written notice.
10.2 Entire Agreement
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This Agreement together with the RFP and Letter of Engagement constitutes the entire
understanding between the Parties with respect to the subject matter hereof and
supersedes prior negotiations, representations, or agreements, either written or oral.
Should there be a provision, obligation or a condition contained in the RFP and/or the
Letter of Engagement which are not included in this Agreement, such provision,
obligation or condition shall be deemed to be incorporated in this Agreement.
10.3 Publicity
Any publicity by the Retainer in which the name of the Bank is to be used should be
done only with the explicit prior written permission of the Bank. The Bank shall be
entitled to impose such conditions or restrictions in relation to the manner of use of
the name of the Bank in any publicity material used by the Retainer.
10.4 Waiver
No failure or delay on the part of the Bank relating to the exercise of any right, power,
privilege or remedy provided under this Agreement shall operate as a waiver of such
right, power, privilege or remedy or as a waiver of any preceding or succeeding
breach by the Retainer nor shall any single or partial exercise of any right, power,
privilege or remedy preclude any other or further exercise of such or any other right,
power, privilege or remedy provided in this Agreement all of which, unless expressly
stated otherwise, are several and cumulative and are not exclusive of each other or of
any other rights or remedies otherwise available to the Bank at law or in equity.
10.5 Violation of terms
The Retainer agrees that the Bank shall be entitled to an injunction, restraining order,
right for recovery, suit for specific performance or such other equitable relief as a
court of competent jurisdiction may deem necessary or appropriate to restrain the
Retainer from committing any violation or enforce the performance of the covenants,
obligations and representations contained in this Agreement. These injunctive
remedies are cumulative and are in addition to any other rights and remedies the Bank
may have at law or in equity, including without limitation a right for recovery of the
amounts due under this Agreement and related costs and a right for damages.
10.6 Force Majeure
Should either Party be prevented from performing any of its responsibilities (as
mentioned in the agreement) by reasons of Force Majeure i.e. caused by an act of God
or any cause beyond its reasonable control including the acts of government, the time
for performance shall be extended until the operation or such cause has ceased. If a
Force Majeure situation arises, the Retainer shall immediately notify the Bank in
writing of such conditions and the cause thereof . Unless otherwise directed by the
Bank in writing, the Retainer shall continue to perform its obligations under the
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Contract as far as it is reasonably practical, and shall seek all reasonable alternative
means for performance not prevented by the Force Majeure event. In such a case, the
time for performance shall be extended by a period(s) not less than the duration of
such delay. If the duration of delay continues beyond a period of 1 week, the Bank
shall be within its right to terminate the Contract and the decision of the Bank shall be
final and binding on the Retainer in this regard. Under such circumstances, the Bank
shall be required to pay the Retainer only such amounts as due to it on account of
completed items. The Retainer shall not be liable for any loss, damage or claims under
this Agreement for termination due to Force Majeure clause.
10.7 Transfer of Interests
a) The Retainer shall not assign or transfer its duties and obligations under this
Agreement, without the prior written consent of the Bank.
b) If the Retainer is a partnership firm or a company, no change in the
constitution of Board of Directors/partners of the Retainer/firm shall be
made without the prior written approval of the Bank.
10.8 No Agency
i. The Retainer shall perform its obligations under this Agreement as an
independent contractor. Neither this Agreement nor the Retainer's performance
of obligations under this Agreement thereunder shall create an association,
partnership, joint venture, or relationship of principal and agent, master and
servant, or employer and employee, between the Bank and the Retainer or its
employees and neither Party shall have the right, power or authority (whether
expressed or implied) to enter into or assume any duty or obligation on behalf
of the other party.
ii. The Retainer shall solely be responsible for all wages and payments
(including any statutory payments) to its employees and shall ensure that at no
time shall its employees, personnel or agents hold themselves out as employees
or agents of the Bank, nor seek to be treated as employees of the Bank for any
purpose. The Retainer shall be liable to make all payments to its employees
including salary and other allowances and for any kind of income, taxes or
benefits. The Retainer alone shall file all applicable tax returns for all of its
personnel assigned hereunder in a manner consistent with its status as an
independent contractor of services; and the Retainer will make all required
payments and deposits of taxes in a timely manner. The Retainer also
represents that it has taken all necessary permissions/registrations under the
laws in force including the Contract Labour Regulation Act for employing the
people and further undertakes to make all statutory payments to competent
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authorities required to be made in connection with its employees / personnel
engaged.
iii. The Bank shall have no liability whatsoever for any loss of life/injury to
Retainer’s partners, directors, Retainers, employees, agents or representatives
suffered while on duty or in the Bank premises or anywhere else and including,
without limitation of liability or any damages suffered which results from the
malfunction of any equipment in the premises. All such claims shall be settled
by Retainer itself. In the interest of Retainer, the Retainer shall take suitable
insurance cover for the risks associated with this Assignment.
10.9 Amendments
No change or modification of this Agreement shall be valid unless the same shall be in
writing and signed by both Parties.
10.10 Counterparts
This Agreement may be signed in two counterparts, each of which is an original and
both of which, taken together, constitutes one and the same instrument.
10.11 Severability
a. If any of the provisions of this Agreement may be constructed in more than one
way, the interpretation, which would render the provision legal or otherwise
enforceable, shall be accepted.
b. In the event any Court or other government authority shall determine any
provisions in this Agreement is not enforceable as written, the Parties agree that
the provision shall be amended so that it is enforceable to the fullest extent
permissible under the laws and public policies of the jurisdiction in which
enforcement is sought, and affords the Parties the same basic rights and
obligations and has the same economic effect as prior to amendment.
c. In the event that any of the provisions of this Agreement shall be found to be
void, but would be valid if some part thereof was deleted or the scope, period
or area of application were reduced, then parties shall on mutual consent in
writing agree that such provision shall apply with the deletion of such words or
such reduction of scope, period or area of application as may be required to
make such provisions valid and effective; provided however, that on the
revocation, removal or diminution of the law or provisions, as the case may be,
by virtue of which such provisions contained in this Agreement were limited as
provided hereinabove, the original provisions would stand renewed and be
effective to their original extent, as if they had not been limited by the law or
provisions revoked. Notwithstanding the limitation of this provision by any law
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for the time being in force, the Parties undertake to, at all times observe and be
bound by the spirit of this Agreement.
10.12 Arbitration
i.If any dispute, difference or disagreement shall at any time arise between the
Retainer and the Bank as to the interpretation of this Agreement or concerning
anything herein contained or arising out of this Agreement or as to the rights,
liabilities and duties of the said Parties hereunder, or as to the execution of the
said Assignment, except in respect of the matters for which it is provided herein
that the decision of the Bank shall be final and binding as the Retainer, the same
shall be referred to the Chief General Manager in-charge of Finance
Department of the Bank for settlement. In case the dispute / disagreement
continues, the matter shall be referred to the Arbitration and final decision of
the Mumbai based sole Arbitrator to be appointed by the both the parties after
adopting and following the fast track procedure as laid down in Section 29 B
of the Arbitration and Conciliation Act, 1996.
ii.The work under the Agreement contract shall, however, has to continue
during the Arbitration proceedings or otherwise. No payment due or payable to
the Retainer shall be withheld on account of such proceedings except the
disputed payment of fees on account of other provisions in this Agreement.
iii.The fees, if any, of the Arbitrator shall, if required to be paid before the
award is made and published, be paid half and half by each of the parties.
iv.Arbitration proceedings shall be held at Mumbai, India, and the language of the
arbitration proceedings and that of all documents and communications between
the parties shall be English.
10.13 Expenses & Stamp Duty
All the expenses including stamp duty, levies and other monies payable in connection
with the execution of this Agreement shall be borne by the Retainer.
This Agreement executed at ……………..the day and year first written above.
For the RETAINERS
(SHRI
NAME:
OFFICE ADDRESS:
WITNESS: (1) WITNESS: (2)
NAME: NAME:
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ADDRESS: ADDRESS:
FOR IDBI Bank
IDBI Bank Limited,
FINANCE & ACCOUNT DEPARTMENT, CORPORATE OFFICE
22nd FLOOR, IDBI TOWER
WTC COMPLEX, CUFFE PARADE
MUMBAI - 400005
WITNESS : (1) WITNESS : (2)
NAME : NAME :
ADDRESS : ADDRESS :
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Annexure - J
Format of Letter of Appointment
In Duplicate
Ref: IDBI/GST Retainer/21-22/ Date :-
To
Appointment of GST Retainer for regular review and assistance in Goods &
Service Tax (GST) Compliances
Dear Sir,
This is in reference to your proposal dated , submitted in
response to RFP Reference No. FAD/ /2021-2022 dated
and replies to the pre-bid queries issued by IDBI Bank Ltd on _
(hereinafter collectively referred to as “RFP”), confirming your acceptance of all the
terms and conditions of RFP. We are pleased to inform you that after evaluation of
technical and commercial proposal submitted by you, your firm has been selected as
GST Retainer for regular review and assistance in Goods & Service Tax (GST)
Compliances in our Bank at a consolidated fees of Rs. /- plus taxes
of Rs. /- aggregating to Rs. /- (Rupees
only) all inclusive. The broad terms of above
payment shall be as mentioned in the Annexure attached herewith. All the terms of
RFP shall be applicable and shall form part of this offer of Contract.
2. This letter is sent in duplicate and in case, you are agreeable to the terms and
conditions contained herein and the Annexure, please send the duplicate of this
Offer of Contract (Offer) duly signed by your authorized signatory under official seal
in token of your absolute, unconditional and unqualified acceptance of the Offer
within 7 days from the date of this Offer. If you fail to return/ deliver the
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acceptance of Offer in writing as aforesaid, the same may result in cancellation of
Offer, as mentioned in RFP.
3. You are aware that in terms of RFP, you are required to submit the performance
bank guarantee /Performances security for an amount equivalent to 20% of the offer
amount, i.e. Rs. /- (Rupees
_____________ Only) which is valid for 2 years from the date of acceptance (refer
Annexure H of RFP), within 15 days from acceptance of this Offer. You are also
required to execute Non-Disclosure Agreement on requisite stamp paper as per the
draft format given in Annexure J of RFP within 15 days from acceptance of this
offer. You may take note of the above and do the needful.
4. We have made arrangements for work relating to regular review and assistance
in Goods & Service Tax (GST) Compliances of all States for 36 GST
Registrations.
5. You are advised to adhere to the terms and conditions mentioned in the RFP.
6. We look forward to your co-operation in regular review and assistance in Goods &
Service Tax (GST) Compliances well within the time schedule mentioned above.
Meanwhile please acknowledge receipt.
Yours faithfully,
( )
General Manager, FAD
Accepted:
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Annexure-K
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement entered into
Between
IDBI Bank Limited, a company incorporated and registered under the Companies Act,
1956 (1 of 1956) (1 of 1956), a company within the meaning of Section 2 (20) of the
Companies Act, 2013 (18 of 2013) and a banking company within the meaning of
Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949), with Corporate Identity
No. L65190MH2004GOI148838 and having its registered office at IDBI Tower, WTC
Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter called “ IDBI Bank” which
expression shall unless it be repugnant to the subject, context or meaning thereof shall be
deemed to mean and include its successors and assigns) of the ONE PART
And
[●] (Name of Successful Bidder) of [●] (please specify the registered office of the
Successful Bidder) (hereinafter called “the Successful Bidder” which expression shall
unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean
and include its successors) of the OTHER PART;
IDBI Bank and Successful Bidder wherever the context so permits, shall hereinafter
collectively refer to as the “Parties” and individually as a “Party
WHEREAS IDBI Bank vide its RFP No. [●] dated [●] (RFP) had invited for the Bids
from eligible Bidders for performing/delivering the Services. The Successful Bidder after
going through the RFP and being interested to perform/deliver the Services participated
in the bidding process and submitted its Bid.
WHEREAS the Successful Bidder had represented that it is engaged in the business of
providing the Services and has all the requisite skills, expertise, experience and necessary
facilitates for providing/rendering/delivering the Service(s) to IDBI Bank.
WHEREAS IDBI Bank based upon the representation and warranties made by the
Successful Bidder had entered into an Agreement dated [●] (the Contract) for the
performance/delivery of Services by the Successful Bidder.
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WHEREAS, the Successful Bidder is aware and confirms that the information, data,
drawings and designs, and other documents made available in the RFP/ the Contract and
thereafter regarding the Services as furnished by IDBI Bank in RFP or otherwise and all
the Confidential Information under the RFP /the Contract is privileged and strictly
confidential and/or proprietary to IDBI Bank.
NOW THEREFORE, in consideration of the foregoing, the Successful Bidder agrees to
all of the following conditions for grant of access to IDBI Bank’s property/information
and other data.
It is hereby agreed as under:
The words and expressions not specifically defined shall have the same meanings as
are respectively assigned to them in the RFP/the Contract.
“Confidential Information” means any information relating to the purpose under this
Agreement disclosed by IDBI Bank to the Successful Bidder whether specifically
marked or not as "Confidential" or “proprietary” and includes the following
information relating to IDBI Bank: (a) corporate information, schematics, techniques,
employee suggestions, computer printouts, computer programs, and manuals, business
strategies, processes, concepts and improvements, information about the customers of
IDBI Bank; (b) information about costs, profits, markets and sales; (c) plans for future
development and new product concepts; and (d) details with respect to IDBI Bank’s
turnover, turnover of specific categories, conversion details and such other connected
information, that have been or will be given to the Successful Bidder by IDBI Bank in
relation to the purposes under this Agreement (hereinafter referred to as the
"Confidential Information"). Any information received by the Successful Bidder
orally from IDBI Bank shall be treated to be confidential whether the same is reduced
in writing or not by IDBI Bank.
a) The Successful Bidder agrees that it shall hold in trust any Confidential
Information received by it , under the Contract and the strictest of confidence shall be
maintained in respect of such Confidential Information. The Successful Bidder also
agrees and undertakes to:
(i) maintain and use the Confidential Information only for the purposes of the
Contract and only as permitted herein;
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(ii) make copies as specifically authorized by the prior written consent of IDBI Bank
the other Party and with the same confidential or proprietary notices as may be
printed or displayed on the original;
(iii) restrict access and disclosure of confidential information to such of its
employees, agents, vendors, and contractors strictly on a "need to know" basis, to
maintain confidentiality of the Confidential Information disclosed to it in
accordance with this clause; and
(iv) treat Confidential Information as confidential for a period of [●] years from the
date of receipt. In the event of earlier termination of this Contract, the Parties
hereby agree to maintain the confidentiality of the Confidential Information for a
further period of [●] years from the date of such termination.
b) Confidential Information does not include information which:
(i) the Successful Bidder knew or had in its possession, prior to disclosure,
without limitation on its confidentiality;
(ii) is independently developed by the Successful Bidder without breach of the
Contract;
(iii) is in the public domain;
(iv) is received from a third party not subject to the obligation of
confidentiality with respect to such information;
(v) is released from confidentiality with the prior written consent of IDBI Bank .
The Successful Bidder shall have the burden of proving hereinabove are applicable to
the information in the possession of the Successful Bidder .
c) Notwithstanding the foregoing, the Successful Bidder acknowledges that the nature
of the Services to be performed under the Contract may require the Successful
Bidder’s personnel to be present on premises of IDBI Bank or may require the
Successful Bidder’s personnel to have access to computer networks and databases of
IDBI Bank while on or off premises of IDBI Bank. It is understood that it would be
impractical for IDBI Bank to monitor all information made available to the Successful
Bidder’s personnel under such circumstances and to provide notice to the Successful
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Bidder’s of the confidentiality of all such information. Therefore, the Successful
Bidder agrees and undertakes that any technical or business or other information of
IDBI Bank that the Successful Bidder’s personnel, or agents acquire while on IDBI
Bank premises, or through access to IDBI Bank computer systems or databases while
on or off IDBI Bank premises, shall be deemed Confidential Information.
d) Confidential Information shall at all times remain the sole and exclusive property of
IDBI Bank . Upon termination of the Contract, confidential information shall be
returned to IDBI Bank or destroyed, if incapable of return. The destruction shall be
witnessed and so recorded, in writing, by an authorised representative of each of the
Parties. Nothing contained herein shall in any manner impair or affect rights of IDBI
Bank in respect of the Confidential Information.
e) Successful Bidder limit the access to the Confidential Information on need to know
basis solely to those of its directors, officials or employees or representatives who
have reason to require access to the same.
f) In the event that any of the Successful Bidder hereto becomes legally compelled to
disclose any Confidential Information, it shall give sufficient notice to IDBI Bank to
enable IDBI Bank to prevent or minimize to the extent possible, such disclosure.
Successful Bidder shall not disclose to a third Party any Confidential Information or
the contents of this Contract without the prior written consent of IDBI Bank . The
obligations of this Clause shall be satisfied by handling Confidential Information with
the same degree of care, which the Successful Bidder applies to its own similar
confidential information but in no event less than reasonable care. The obligations of
this clause shall survive the expiration, cancellation or termination of the Contract.
g) Reverse Engineering (to be retained, if applicable)
The Successful Bidder acknowledges that during the course of performance of
Services/its obligations under the Contract/RFP, it may get an access to the
software(s) owned by /licensed to IDBI Bank. Successful Bidder warrants that it shall
use such software only for the purpose of the Contract/this RFP and shall not do the
following:
(i) reverse engineer, decompile, decode, decrypt, disassemble, or in any way
derive its source code;
(ii) modify, translate, adapt, alter, or create derivative works from it;
(iii) copy, distribute, publicly display, transmit, sell, rent, lease or otherwise
exploit it; or
(iv) distribute, sub license, rent, lease, loan it to any third party
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g) The provisions hereunder shall survive termination of the Contract.
Authorised Signatory:
Name:
Designation :
Office Seal :
Place :
Date :
Accepted –
Bank
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Annexure - L
INTEGRITY PACT
(To be submitted by all the Bidders on stamp paper of Rs. 500/-)
This pre-bid pre-contract Agreement (hereinafter called the Integrity Pact) is
made on ____________day of the month of ___________ 2021, between, IDBI Bank Ltd.
incorporated and registered under the Companies Act, 1956(1 of 1956) and a Company
and a company within the meaning of Section 2(20) of the Companies Act, 2013 (18 of
2013) and a Banking company within the meaning of Section 5 (c) of the Banking
Regulation Act, 1949 (10 of 1949), with Corporate Identity No.
L65190MH2004GOI148838 and having its registered office at IDBI Tower, WTC
Complex, Cuffe Parade, Mumbai 400005 through its _______________ Department/
Office at ___________, _________, (hereinafter called the "PRINCIPAL'', which
expression shall mean and include, unless the context otherwise requires, its successors)
of the First Part
And
M/s ______________represented by Smt/ Shri___________________________, MD/
CEO/ CMD (hereinafter called the "BIDDER/ Seller which expression shall mean and
include, unless the context otherwise requires, its/ his successors and permitted assigns)
of the Second Part.
WHEREAS the PRINCIPAL proposes to procure (_____________________) and
BIDDER/ Seller is willing to offer/ has offered the same to the Principal.
WHEREAS the BIDDER is a private company/ public company/ Government
undertaking/ partnership/ registered export agency, constituted in accordance with the
relevant law in the matter and the PRINCIPAL is an Office/ Department of IDBI Bank
Ltd performing its functions on behalf of IDBI Bank Ltd.
NOW, THEREFORE,
To avoid all forms of corruption by following a system that is fair, transparent and
free from any influence/ prejudiced dealings prior to, during and subsequent to the
currency of the contract to be· entered into with a view to:
Enabling the PRINCIPAL to obtain the desired service/ product at a
competitive price in conformity with the defined specifications by avoiding the
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high cost and the distortionary impact of corruption on public procurement;
and
Enabling BIDDERs to abstain from bribing or indulging in any corrupt
practice in order to secure the contract by providing assurance to them that
their competitors will also abstain from bribing and other corrupt practices and
the PRINCIPAL will commit to prevent corruption, in any form, by its
officials by following transparent procedures.
The parties hereto hereby agree to enter into this Integrity Pact and agree as follows:
1. Commitments of the PRINCIPAL
1.1 The PRINCIPAL undertakes that no official of the PRINCIPAL, connected
directly or indirectly with the contract, will demand, take a promise for or accept
directly or through intermediaries, any bribe, consideration, gift, reward, favour or
any material or immaterial benefit or any other advantage from the BIDDER, either
for themselves or for any person, organization or third party (which is not available
legally) related to the contract in exchange for an advantage in the bidding process,
bid evaluation, contracting or implementation process related to the contract.
1.2 The PRINCIPAL will, during the pre-contract stage, treat all BIDDERs alike, and
will provide to all BIDDERs the same information and will not provide any such
information to any particular BIDDER which could afford an advantage to that
particular BIDDER in comparison to other BIDDERs.
1.3 All the officials of the PRINCIPAL will report to the appropriate authority any
attempted or completed breaches of the above commitments as well as any substantial
suspicion of such a breach.
2. In case any such preceding misconduct on the part of such official(s) is reported
by the BIDDER to the PRINCIPAL with full and verifiable facts and the same is prima
facie found to be correct by the PRINCIPAL, necessary disciplinary proceedings, or any
other action as deemed fit, including criminal proceedings may be initiated by the
PRINCIPAL and such a person shall be debarred from further dealings related to the
contract process. In such a case while an enquiry is being conducted by the PRINCIPAL
the proceedings under the contract would not be stalled.
3. Commitments of the BIDDERs
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The BIDDER commits itself to take all measures necessary to prevent corrupt practices,
unfair means and illegal activities during any stage of its bid or during any pre-contract
or post-contract stage in order to secure the contract or in furtherance to secure it and in
particular commit itself to the following:
3.1 The BIDDER will not offer, directly or through intermediaries, any bribe, gift,
consideration, reward, favour, any material or immaterial benefit or other advantage
commission, fees brokerage or inducement to any official of the PRINCIPAL,
connected directly or indirectly with the bidding process, or to any person,
organization or third party related to the contract in exchange for any advantage in the
bidding, evaluation, contracting and implementation of the contract.
3.2 The BIDDER further undertakes that it has not given, offered or promised to
give, directly or indirectly any bribe, gift, consideration, reward, favour, any material
or immaterial benefit or other advantage, commission, fees, brokerage or inducement
(not available legally) to any official of the PRINCIPAL or otherwise in procuring
the Contract or forbearing to do or having done any act in relation to the obtaining or
execution of the contract or any other contract with IDBI Bank Ltd for showing or
forbearing to show favour or disfavor to any person in relation to the contract or any
other contract with IDBI Bank Ltd.
3.3 The BIDDER confirms and declares that they have not made any payments to any
agents/ brokers or any other intermediary, in connection with this bid/ contract.
3.4 The BIDDER further confirms and declares to the PRINCIPAL that the BIDDER
is the original vendor or service provider in respect of product/ service covered in the
bid documents and the BIDDER has not engaged with any individual or firm or
company whether Indian or foreign to intercede, facilitate or in any way to
recommend to the PRINCIPAL or any of its functionaries, whether officially or
unofficially to the award of the contract to the BIDDER, nor has any amount been
paid, promised or intended to be paid to any such individual, firm or company in
respect of any such intercession, facilitation or recommendation.
3.5 The BIDDER, at the earliest available opportunity, i.e. either while presenting the
bid or during pre-contract negotiations and in any case before opening the financial
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bid and before signing the contract, shall disclose any payments he has made, is
committed to or intends to make to officials of the PRINCIPAL or their family
members, agents, brokers or any other intermediaries in connection with the contract
and the details of the services agreed upon for such payments.
3.6 The BIDDER will not enter into any undisclosed agreement or collude with other
parties interested in the contract/ other BIDDERs to impair the transparency, fairness
and progress of the bidding process, bid evaluation, contracting and implementation
of the contract or with respect to prices, specifications, certifications, subsidiary
contracts etc.
3.7 The BIDDER will not accept any advantage in exchange for any corrupt practice;
unfair means and illegal activities.
3.8 The BIDDER shall not use improperly, for purpose of competition or personal
gain or pass on to others, any information provided by the PRINCIPAL as a part of
the business relationship, regarding plans, technical proposals and business details
including information contained in any electronic data carrier. The BIDDER also
undertakes to exercise due and adequate care lest any such information is divulged.
3.9 The BIDDER commits to refrain from giving any complaint directly or through
any other manner without supporting it with full and verifiable facts.
3.10 The BIDDER shall not instigate or cause to instigate any third person to
commit any of the actions mentioned above.
3.11 If the BIDDER or any employee of the BIDDER or any person acting on
behalf of the BIDDER, either directly or indirectly, is a relative of any of the officers
of the PRINCIPAL, or alternatively, if any relative of an officer of the PRINCIPAL
has financial interest/ stake in the BIDDER's firm, the same shall be disclosed by the
BIDDER at the time of filing of tender.
3.12 The BIDDER shall not lend to or borrow any money from or enter into any
monetary dealings or transactions, directly or indirectly, with any employee of the
PRINCIPAL.
3.13 The BIDDER/ Contractor shall not directly or through any other person or
firm use coercive practices against IDBI Bank and/ or other BIDDERs/ Contractor(s).
3.14 BIDDERs are not to pass any information provided by the PRINCIPAL as
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a part of business relationship to others and not commit any offence under PC/ IPC
Act.
3.15 Foreign BIDDERs if any, to disclose name and address of agents and
representatives in India and Indian Bidders to disclose their foreign principal or
associates.
3.16 BIDDERs to disclose any transgressions with any other company that may
impinge on anti- corruption principle.
4. Previous Transgressions
4.1 The BIDDER declares that no previous transgression occurred in the last three
years immediately before signing of this Integrity Pact, with any other company in
any country in respect of any corrupt practices envisaged hereunder or with any
Public Sector Enterprise / Public Sector Banks in India or any Government
Department in India or RBI that could justify BIDDER’s exclusion from the tender
process.
4.2 The BIDDER agrees that if it makes incorrect statement on this subject, BIDDER
can be disqualified from the tender process or the contract, if already awarded, can be
terminated for such reason.
5. Earnest Money (Security Deposit)
5.1 While submitting Technical and Commercial bid, the BIDDER shall deposit an
amount (specified in RFP) as Earnest Money/ Security Deposit, with the PRINCIPAL
through any of the modes mentioned in the RFP/ bid document and no such mode is
specified, by a Bank Draft or a Pay Order in favour of IDBI Bank Ltd. However
payment of any such amount by way of Bank Guarantee, if so permitted as per bid
documents/ RFP should be from any nationalized Bank other than IDBI Bank Ltd and
promising payment of the guaranteed sum to the PRINCIPAL on demand within three
working days without any demur whatsoever and without seeking any reasons
whatsoever. The demand for payment by the PRINCIPAL shall be treated as
conclusive proof for making such payment to the PRINCIPAL.
5.2 Unless otherwise stipulated in the Bid document/ RFP, the Earnest Money/
Security Deposit shall be valid up to a period of five years or the complete
conclusion of the contractual obligations to the complete satisfaction of both the
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BIDDER and the PRINCIPAL, including warranty period, whichever is later.
5.3 In case of the successful BIDDER, a clause would also be incorporated in the
Article pertaining to Performance Bond in the Purchase Contract that the provisions
of Sanctions for Violation shall be applicable for forfeiture of Performance Bond in
case of a decision by the PRINCIPAL to forfeit the same without assigning any
reason for imposing sanction for violation of this Pact.
5.4 No interest shall be payable by the PRINCIPAL to the BIDDER on Earnest
Money/ Security Deposit for the period of its currency.
6. Sanctions for Violations
6.1 Any breach of the aforesaid provisions by the BIDDER or anyone employed by it
or acting on its behalf (whether with or without the knowledge of the BIDDER) shall
entitle the PRINCIPAL to take all or any one of the following actions, wherever
required:
6.1.1 To immediately call off the pre contract negotiations without assigning any
reason and without giving any compensation to the BIDDER. However,
the proceedings with the other BIDDER(s) would continue, unless the
PRINCIPAL desires to drop the entire process.
6.1.2 The Earnest Money Deposit (in pre-contract stage) and / or Security
Deposit/ Performance Bond (after the contract is signed) shall stand
forfeited either fully or partially, as decided by the PRINCIPAL and the
PRINCIPAL shall not be required to assign any reason therefore.
6.1.3 To immediately cancel the contract, if already signed, without giving any
compensation to the BIDDER.
6.1.4 To encash the advance Bank guarantee and performance bond/ warranty
bond, if furnished by the BIDDER, in order to recover the payments,
already made by the PRINCIPAL along with interest.
6.1.5 To cancel all or any other Contracts with the BIDDER. The BIDDER shall
be liable to pay compensation for any loss or damage to the PRINCIPAL
resulting from such cancellation/ rescission and the PRINCIPAL shall be
entitled to deduct the amount so payable from the money(s) due to the
BIDDER.
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6.1.6 To debar the BIDDER from participating in future bidding processes of the
PRINCIPAL or any of its subsidiaries for a minimum period of five years,
which may be further extended at the discretion of the PRINCIPAL.
6.1.7 To recover all sums paid, in violation of this Pact, by BIDDER(s) to any
middleman or agent or broker with a view to securing the contract.
6.1.8 Forfeiture of Performance Bond in case of a decision by the PRINCIPAL to
forfeit the same without assigning any reason for imposing sanction for
violation of this Pact.
6.1.9 Intimate to the CVC, IBA, RBI, as the PRINCIPAL deemed fit the details
of such events for appropriate action by such authorities.
6.2 The PRINCIPAL will be entitled to take all or any of the actions mentioned at
para 6.1.1 to 6.1.9 of this Pact also on the Commission by the BIDDER or any one
employed by it or acting on its behalf (whether with or without the knowledge of the
BIDDER), of an offense as defined in Chapter IX of Indian Penal Code, 1860 or
Prevention of Corruption Act, 1988 or any other statute enacted for prevention of
corruption.
6.3 The decision of the PRINCIPAL to the effect that a breach of the provisions of
this Pact has been committed by the BIDDER shall be final and conclusive on the
BIDDER. However, the BIDDER can approach the Independent External Monitor(s)
appointed for the purposes of this Pact.
7. Fall Clause
7.1 The BIDDER undertakes that it has not supplied/ is not supplying similar
product/ systems or subsystems at a price lower than that offered in the present bid in
respect of any other Ministry/ Department of the Government of India or BFS&I
sector / PSU or any other Bank and if it is found at any stage that similar product/
systems or sub systems was supplied by the BIDDER to any other Ministry/
Department of the Government of India or a BFS&I sector / PSU or a Bank at a
lower price, then that very price, with due allowance for elapsed time, will be
applicable to the present case and the difference in the cost would be refunded by
the BIDDER to the PRINCIPAL, if the contract has already been concluded.
8. Independent External Monitors
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8.1 The PRINCIPAL has appointed Independent External Monitors (hereinafter
referred to as Monitors or IEMs) for this Pact in consultation with the Central
Vigilance Commission (Names and Addresses of the Monitors to be given).
8.2 The task of the Monitors shall be to review independently and objectively,
whether and to what extent the parties comply with the obligations under this Pact.
8.3 The Monitors shall not be subject to instructions by the representatives of the
parties and perform their functions neutrally and independently.
8.4 Both the parties accept that the Monitors have the right to access all the
documents relating to the project/ procurement, including minutes of meetings.
8.5 As soon as the Monitor notices, or has reason to believe, a violation of this Pact,
he will so inform the Authority designated by the PRINCIPAL.
8.6 The BIDDER(s) accepts that the Monitor has the right to access without
restriction to all Project documentation of the PRINCIPAL including that provided
by the BIDDER. The BIDDER will also grant the Monitor, upon his request and
demonstration of a valid interest, unrestricted and unconditional access to his project
documentation. The same is applicable to Sub-contractors. The Monitor shall be
under contractual obligation to treat the information and documents of the BIDDER/
Sub-contractor(s) with confidentiality.
8.7 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 parties. The parties will offer to the
Monitor the option to participate in such meetings.
8.8 The Monitor will submit a written report to the designated authority of
PRINCIPAL/ Secretary in the Department/ within 8 to 10 weeks from the date of
reference or intimation to him by the PRINCIPAL/ BIDDER and, should the occasion
arise, submit proposals for correcting problematic situations.
9. Facilitation of Investigation
In case of any allegation of violation of any provisions of this Pact or payment of
commission, the PRINCIPAL or its agencies shall be entitled to examine all the
documents including the Books of Accounts of the BIDDER and the BIDDER shall
provide necessary information and documents in English and shall extend all possible
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help for the purpose of such examination.
10. Law and Place of Jurisdiction
This Pact is subject to Indian Law. The place of performance and jurisdiction is the
seat of the PRINCIPAL.
11. Other Legal Actions
The actions stipulated in this Integrity Pact are without prejudice to any other legal
action that may follow in accordance with the provisions of the extant law in force
relating to any civil or criminal proceedings.
12. Validity
12.1 The validity of this Integrity Pact shall be from date of its signing and
extend upto 8 years or the complete execution of the contract to the satisfaction of the
PRINCIPAL and the BIDDER/ Seller, including warranty period, whichever is later.
In case BIDDER is unsuccessful, this Integrity Pact shall expire after six months from
the date of the signing of the contract, with the successful Bidder by the PRINCIPAL.
12.2 Should one or several provisions of this Pact turn out to be invalid; the
remainder of this Pact shall remain valid. In this case, the parties will strive to come
to an agreement to their original intentions.
13. The parties hereby sign this Integrity Pact at _______________ on___________.
IN WITNESS WHEREOF, the Parties have signed and executed this Integrity
Pact at the place and date first hereinabove mentioned in the presence of following
witness:
Signature Signature
(For & on behalf of the PRINCIPAL) (For & on behalf of the BIDDER/ Contractor)
Office Seal Office Seal
Name Name
Designation Designation
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Annexure - M
INFORMATION SECURITY CERTIFICATE
(To be submitted on Letterhead of the Bidder)
Reference: Request for Proposal (RFP) for GST Retainer for regular
review and assistance in Goods & Service Tax (GST)
Compliances
(REF No: --------------------Dated -------------2021)
This is to certify that–
1. Hardware and the software being used do not contain any kind of malicious code
such as Viruses, Trojan, Spyware that would:
(a) Obstruct the desired and the designed function of hardware.
(b) Cause physical damage to the user or their equipment during the usage of the
equipment.
(c) Tap the information regarding network, users and information stored on the
network of the Bank or in its CBS Platform or otherwise.
(d)Culminate into software attack, theft of intellectual property rights, identity
theft, theft of equipment or information, sabotage & information extortion;
2. We undertake to be liable in case of any loss that may be caused to the Purchaser
due to the breach of any of the aforesaid assurances & representations and also
for any physical damage, loss of information, loss of reputation and those relating
to copyright and Intellectual Property Rights (IPRs), caused due to activation of
any such malicious code in the hardware / software supplied.
3. We shall make sure that the sensitive data (such as password, financial
information, biometric information, personal information etc.) shared by the Bank
will be kept within the geographical boundaries of India
Signature :
Name :
Designation :
Company seal :
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