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BOB Financial Solutions Limited, Mumbai, Maharashtra
June, 05th 2019
RFP for Appointment of Audit firm for conducting Internal Audit & ICFR




                                         Request for Proposal
                    For Appointment of Audit firm for conducting Internal Audit & ICFR



                     RFP for Appointment of Audit firm for conducting Internal Audit &
                                                   ICFR




                                       RFP NO: CO: BFSL/Finance RFP/2019-20/01
                                                  Dated: 30-05-2019



                                               BOB Financial Solutions Limited.
                                                  2nd Floor, Baroda House,
                                               Behind Dewan Shopping Centre,
                                                 S V Road, Jogeshwari West
                                                      Mumbai - 400102

                                               Tel: 022- 4028 6613 / 4028 6664

                                                 Email: rfp@bobfinancial.com




                                                                                         Page 1 of 36
       RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

Contents

1.0.       INTRODUCTION ........................................................................................................................................................... 4
   1.1     INVITATION FOR TENDER OFFERS ................................................................................................................................................. 4
   1.2     ABOUT THE COMPANY............................................................................................................................................................... 4
   1.3     INFORMATION PROVIDED ........................................................................................................................................................... 4
   1.4     FOR RESPONDENTS ONLY........................................................................................................................................................... 4
   1.5     CONFIDENTIALITY ..................................................................................................................................................................... 4
   1.6     RFP DISCLAIMER ...................................................................................................................................................................... 4
   1.7     IMPORTANT DETAILS (SCHEDULE OF EVENTS, CONTACT & COMMUNICATION DETAILS ETC.) .................................................................... 5
   1.8     COSTS TO BE BORNE BY BIDDERS .................................................................................................................................................. 5
   1.9     LEGAL RELATIONSHIP ................................................................................................................................................................ 6
   1.10       DISQUALIFICATION ............................................................................................................................................................... 6
   1.11       INFORMATION CONFIDENTIALITY ............................................................................................................................................ 6
   1.12       RECIPIENTS' OBLIGATION TO INFORM ITSELF ............................................................................................................................. 6
   1.13       EVALUATIONS OF OFFERS ...................................................................................................................................................... 6
   1.14       ERRORS AND OMISSIONS....................................................................................................................................................... 6
   1.15       ACCEPTANCE OF TERMS ........................................................................................................................................................ 6
   1.16       LIABILITIES OF THE COMPANY ................................................................................................................................................. 7
2.0.       REQUIREMENTS SUMMARY......................................................................................................................................... 7
   2.1     INTENT ................................................................................................................................................................................... 7
   2.3     TENURE .................................................................................................................................................................................. 7
   2.3     LANGUAGE .............................................................................................................................................................................. 7
3.0.       SCOPE OF WORK ......................................................................................................................................................... 8
   3.2.        PROJECT SCOPE ................................................................................................................................................................. 11
5.0.       SERVICE LEVELS ......................................................................................................................................................... 12
6.0.       RFP RESPONSE INSTRUCTIONS .................................................................................................................................. 13
   6.1.        RULES FOR RESPONDING TO THE RFP..................................................................................................................................... 13
   6.2.        PRICE .............................................................................................................................................................................. 13
   6.3.        PRICE COMPARISONS ......................................................................................................................................................... 13
   6.5.        OTHERS ........................................................................................................................................................................... 14
   6.6.        OTHER RFP REQUIREMENTS ................................................................................................................................................ 15
7.0.       ADDITIONAL INFORMATION ...................................................................................................................................... 17
   7.1.        NUMBERING OF PAGES ....................................................................................................................................................... 18
   7.2.        AUTHORIZED SIGNATORY .................................................................................................................................................... 18
   7.3.        COST OF PREPARING THE BIDS.............................................................................................................................................. 18
   7.4.        CLARIFICATION ON RFP DOCUMENT ..................................................................................................................................... 18
   7.5.        NORMALIZATION OF BIDS: ................................................................................................................................................... 18
   7.6.        VALIDITY OF BIDS............................................................................................................................................................... 18
   7.7.        BIDDER'S QUOTE/OFFER .................................................................................................................................................... 19
   7.8.        INTEGRITY PACT ................................................................................................................................................................ 19
   7.9.        SUBMISSION OF BIDS.......................................................................................................................................................... 19
   7.10.       OVERALL BID .................................................................................................................................................................... 20
   7.11.       COMPLIANCE STATEMENT ................................................................................................................................................... 21
   7.12.       OPENING OF BIDS .............................................................................................................................................................. 21
   7.13.       EXAMINATION OF BIDS ....................................................................................................................................................... 21
8.0.       EVALUATION METHODOLOGY ................................................................................................................................... 22
   8.1.        ELIGIBILITY BID .................................................................................................................................................................. 22
   8.2.        EVALUATION METHODOLOGY FOR ELIGIBLE BIDDER ................................................................................................................. 22
9.0.       PAYMENT TERMS ...................................................................................................................................................... 24
                                                                                                                                                                                       Page 2 of 36
        RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

10.0.        TERMS & CONDITIONS .............................................................................................................................................. 24
    10.1.        GENERAL ......................................................................................................................................................................... 24
    10.2.        INDEMNITY ....................................................................................................................................................................... 24
    10.3.        NO LIABILITY ..................................................................................................................................................................... 25
    10.4.        EXTENSION OF CONTRACT POST EXPIRY ................................................................................................................................. 25
    10.5.        TERMINATION OF CONTRACT ............................................................................................................................................... 26
    10.6.        COMPLIANCE WITH LAWS .................................................................................................................................................... 28
    10.7.        ASSIGNMENT .................................................................................................................................................................... 28
    10.8.        TRANSPORTATION AND INSURANCE ....................................................................................................................................... 28
    10.9.        INSPECTION OF RECORDS .................................................................................................................................................... 28
    10.10.          PUBLICITY .................................................................................................................................................................... 28
    10.11.          SOLICITATION OF EMPLOYEES .......................................................................................................................................... 29
    10.12.          VISITORIAL RIGHTS ........................................................................................................................................................ 29
    10.13.          MONITORING AND AUDIT ............................................................................................................................................... 29
    10.14.          GUARANTEES ............................................................................................................................................................... 29
    10.15.          FORCE MAJEURE........................................................................................................................................................... 29
    10.16.          RESOLUTION OF DISPUTES .............................................................................................................................................. 30
    10.17.          ARBITRATION:- ............................................................................................................................................................. 30
    10.18.          GOVERNING LAW AND JURISDICTION ................................................................................................................................ 30
    10.19.          CORRUPT AND FRAUDULENT PRACTICE .............................................................................................................................. 30
    10.20.          WAIVER ...................................................................................................................................................................... 31
    10.21.          VIOLATION OF TERMS .................................................................................................................................................... 31
    10.22.          ADDITION/DELETION OF QUALIFIED OFFERINGS.................................................................................................................. 31
    10.23.          SERVICE LEVEL AGREEMENT AND NON-DISCLOSURE AGREEMENT .......................................................................................... 31
    10.24.          LIQUIDATED DAMAGES .................................................................................................................................................. 32
    10.25.          SET OFF ...................................................................................................................................................................... 32
    10.26.          INFORMATION OWNERSHIP ............................................................................................................................................ 32
    10.27.          SENSITIVE INFORMATION ................................................................................................................................................ 32
    10.28.          PRIVACY AND SECURITY SAFEGUARDS ............................................................................................................................... 32
    10.29.          CONFIDENTIALITY .......................................................................................................................................................... 32
    10.30.          DISCLOSING PARTY ........................................................................................................................................................ 33
    10.33.          GRIEVANCE REDRESSAL .................................................................................................................................................. 35
ANNEXURES & APPENDICES .................................................................................................................................................... 36
    LIST OF ANNEXURES: ........................................................................................................................................................................ 36
    LIST OF APPENDICES:........................................................................................................................................................................ 36




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       RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

1.0.       Introduction

       1.1 Invitation for Tender offers
          BOB Financial Solutions Limited [Formerly known as Bobcards Ltd.] invites sealed tender offers (Eligibility, Technical
          bid and Commercial bid) from eligible, reputed entities for RFP for Appointment of Audit firm for conducting Internal
          Audit & ICFR In this RFP, the term bidder/ prospective bidder refers to the primary bidder participating for delivering
          services mentioned in the scope of works.

           Complete set of tender documents may be downloaded by eligible bidder from the website of the Company. The
           Company reserves the right to reject any or all offers without assigning any reason.

       1.2 About the Company
           Established in the year 1994, BOB Financial Solutions Limited [Formerly known as Bobcards Ltd.], a Company having
           its Regd. & Corporate Office at 2nd floor, Baroda House, S V Road Jogeshwari (West), Mumbai -400 102 (herein after
           referred to as a `Company') is a wholly owned subsidiary of Bank of Baroda, a large public sector bank having global
           presence with its vast network of over 5,500 branches. The company is in the business of Credit cards, Acquiring
           Operations, Personal loans. The company also provides back end support for Debit cards operations to Bank of Baroda
           for their RRBs & International territories and also is acting as DST agent for BOB.

           The company has a network of 38 area offices spread throughout the country as on date. The Company is involved in
           both cards Issuing and Acquiring business.

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

       1.4 For Respondents Only
           The document is intended solely for the information of the party to whom it is issued ("the Recipient" or "the
           Respondent").

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

       1.6 RFP disclaimer
           This Request for Proposal containing Annexures and subsequent Addenda and Corrigenda (Herein after called as RFP
           or tender) has been prepared solely for the purpose of enabling the Company to select a Service Provider for RFP for
           Appointment of Audit firm for conducting Internal Audit & ICFR as per specifications, terms and conditions and scope
           defined in this RFP (herein after referred as RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

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

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


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RFP for Appointment of Audit firm for conducting Internal Audit & ICFR


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

            1.   RFP No.                                                 CO: BFSL/Finance RFP/2019-20/01
            2.   Brief Description of the RFP                            RFP for Appointment of Audit firm for conducting
                                                                         Internal Audit & ICFR
            3.   Company's Address for Communication and                 AVP Procurement
                 submission of Tender                                    BOB Financial Solutions Limited,
                                                                         3rd floor, Hallmark Business Plaza , Gurunanak
                                                                         BARC Hospital Road, Bandra East . Mumbai -
                                                                         400051
            4.   Date of issue                                           30-05-2019
            5.   Last date of submission of Queries for Pre-             03-06-2019
                 Bid Meeting                                             Before 5.00 pm
            6.   Date & Venue of Pre-Bid Meeting                         04-06-2019 at 4:00pm
                                                                         Venue: BOB Financial Solutions Limited,
                                                                         3rd floor, Hallmark Business Plaza , Gurunanak
                                                                         BARC Hospital Road, Bandra East . Mumbai -
                                                                         400051

            7.   Last date & time for submission of Bids                 20-06-2019 at 0400 pm

            8.   Date and time of Opening of Eligibility and             21-06-2019 at 04:00pm
                 Technical Bid

            9.   Date and time of Opening of Commercial                   The commercial bids of only those vendors who
                 Bid                                                      qualify in both eligibility and technical
                                                                          evaluation will be opened. The date for opening
                                                                          of the commercial bid would be communicated
                                                                          separately to the technically eligible vendors.
          10.    Bid document cost (non-refundable)                      Nil
          11.    EMD                                                     Not Applicable
          12.    Contact Person for any clarification                    Mr. Rajesh Mhatre


    The above dates are tentative and subject to change without any prior notice or intimation. Bidders should check
    website www.bobfinancial.comfor any changes / addendums to the above dates and/or any other changes to this RFP.
    Bidders to confirm with Company the time & venue -1- day prior to any of the above scheduled event.

    Eligibility cum Technical bids will be opened, in the presence of the bidder' s representatives who choose to attend the
    opening of technical bid. No separate communication shall be sent in this regard. Subsequently, the company will
    evaluate the Technical Bids and the bidders shall be suitably intimated about their Technical bid after evaluation.

    Commercial bids will be opened in the presence of the of the bidder's representatives who are found technically
    qualified by Company upon evaluation and choose to attend.

    The services of selected vendor can automatically be availed by Bank of Baroda and all its subsidiaries, basis terms and
    conditions of the requirement and in line with the cost identified for the said RFP.

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

                                                                                                                            Page 5 of 36
RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

    the RFP and/or shall not entertain any requests / representations regarding bearing/sharing of costs and /or
    expenses.

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

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

1.11 Information Confidentiality
    The information contained in this RFP is strictly confidential. The Bidder shall not share this information with any other
    person/party not connected with responding to the RFP or even with other potential Bidders. The information
    contained in the RFP or subsequently provided to Bidder(s), whether verbally or in writing by or on behalf of Company
    shall be subject to the terms and conditions set out in the RFP and any other terms and conditions subject to which
    such information is provided.

1.12 Recipients' Obligation to Inform Itself
    It is the Recipient's responsibility to conduct all necessary investigation and analysis regarding any information
    contained in the document and the meaning and impact of that information.

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

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

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

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

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



           It is the Bidder's responsibility to:
               Properly understand and examine the RFP;
               examine all other information available on reasonable inquiry relevant to the risks, contingencies and
                 circumstances affecting its response;
               satisfy itself as to the completeness, correctness and sufficiency of its response;

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

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

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

2.0.       Requirements Summary
       2.1 Intent
            The Company is issuing this RFP document (hereinafter referred to as "the RFP" which expression shall include all
            attachments and annexures hereto as well as all amendments, addendums, modifications and alteration hereto) to
            service providers, (hereinafter referred to as "the Bidder") to enable them to participate in the competitive bidding for
            RFP for Appointment of Audit firm for conducting Internal Audit & ICFR".


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

           The Company at its discretion reserves the right to change the scope of the RFP considering the size and variety of the
           requirements and the changing business conditions.

       2.2 Tenure
           The appointment of the selected internal audit firm shall be initially for a period of two financial years (i.e. FY 2019-20
           & FY 2020-21) & renewable thereafter for one year on mutually agreed basis. (For third years professional fees may be
           escalated by upto 15% of 1st year professional fees).

       2.1 Language
           The RFP for Appointment of Audit firm for conducting Internal Audit & ICFR should be in English. However it should
           have the capability to support certain communication templates in Hindi language. This capability shall be a part of
           standard offering of the RFP for Appointment of Audit firm for conducting Internal Audit & ICFR including report
           printing by the Company users. The data in the database will be stored in English language.




                                                                                                                           Page 7 of 36
       RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

3.0.       Scope of Work

           The company is in a transformation phase & may outsource certain backend operational processes during the
           course of the coming financial year. The selected Internal auditor will need to realign their audit
           program/procedure during the financial year to accommodate for such transition.

           Extent of sampling / test checking will be the responsibility of Internal audit firm depending upon the generally
           accepted audit principles and methodology.

           The Process of Internal Audit should start with the identification of the objectives laid down by the Manage ment,
           verification of the plan of action, its execution, and critical analysis.

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

           Internal Auditor should review and appraise the adequacy, reliability and effectiveness of Internal Control System.
           The Internal Auditor should identify the absence of Internal Control System, if any and report the same with
           suggestions for improvement.

           The internal audit assignment would be divided into the following 2 parts:

           1. Internal Audit for the respective financial year ­ to be conducted on an ongoing basis, quarterly report on key
           observations to be presented to the Audit & Risk Committee of BFSL Board at their quarterly meetings

           2. Review and Testing of Internal Financial Controls -

           Broad anticipated scope of the Internal Audit is as follows:
           A.Credit Card Operations

            S. No.                                                Particulars
                       Issuance
              1        KYC Compliance for new cards issued as per Policy.
              2        Currently card credit limits are decided by a standard Policy based on COS risk assessment.
              3        Accuracy of data captured in the Card origination system.
              4        Checking of cards sent, cards received and returned (Dispatch system)
              5        Checking of PINs generated and dispatched to customers.
              6        Physical checking of card plastic inventory on half yearly basis.
                       CRM
              7        Efficiency/Accuracy of processing the transactions, billing, service charges etc.
              8        Scrutiny of high balance (Dr./Cr) in Card Accounts
              9        Returned bill management (emphasis on undelivered bills)
              10       Customer relation management (Quality assessment of Customer satisfaction such as types
                       of complaints/TAT of resolution of complaints/Toll free numbers are not reachable etc.)
              11       Membership Rewards point processing and accounting
                       Recovery
              12       Collection methods and follow up (credit card dues)
              13       Verification of allocation of work among the recovery agency and analysis of performance of
                       recovery agent vis-à-vis cost incurred on recovery agent.
              14       Review of NPA portfolio & compromise proposals at transaction level
                       Other Risk Operations
              15       Review process of Chargeback.
              16       Review process of Fraud provisioning and reporting adherence as per Compliance/RBI
                       requirements


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RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

    B. Merchant Acquiring Operations

     S. No.                                               Particulars
      1         Merchant onboarding - enrolment of new ME & delisting of non-profitable ME
      2         Verification of documentation for KYC compliance & underwriting process
      3         Accuracy & quality check of the data captured in the Merchant Management System
      4         Verification of subvention claims pertaining to Merchant Enrolment from Bank of Baroda,
                Regulators/Government agency etc.
       5        Review of rate of commission for break-even point for ME business
       6        Customer relation management (Quality assessment of Customer satisfaction such as types
                of complaints/TAT of resolution of complaints/Toll free numbers are not reachable etc.).
                Verification of complaints/escalations adhering to turn around time lines
       7        Verification of Charge backs (Review of Charge back framework and chargeback procedure as
                per norms)
       8        Visa, MasterCard & Rupay guidelines-compliance (VISA/MASTER/RUPAY: Settlement
                agencies have their own guidelines/compliances which we need to comply with)


    C.Debit card Operations

     S. No.                                                Particulars
      1         Physical checking of card plastic inventory on half yearly basis.
      2         Review of SLAs and invoicing to BOB (and its group entities) for the back office support
                provided for their Debit Card Operations.


    D. Personal Loans

     S. No.                                                   Particulars
      1         Verification of new application forms particularly for KYC compliance
      2         Accuracy of data captured in the Loan origination system/LMS
      3         Verification of interest applied on personal loan, other fees and income
      4         Review of NPA portfolio including compromise proposals
      5         Verification of reconciliation of all related GL balances
      6         Verification of recovery, disbursement and collection process


    E. HR Department

     S. No.                                              Particulars
      1         Review of hiring process wrt to approved policy
      2         Payment of staff salaries and statutory dues (including leave records, PF & TDS
                deductions/deposit)
       3        Review of payroll process for selected months - end to end process including generation of
                salary voucher and payment thereof.
       4        Budget Vs actual hiring costs and headcount comparison
       5        Review and validation of incentives payment to sales staff/outsourced staff as per the
                approved policy on monthly basis along with payout cycle.




                                                                                                             Page 9 of 36
RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

    F.Finance & Accounts

     S. No.                                                Particulars
      1         Checking the authority of expenditure as per Delegation of authority matrix (including capital
                expenditure)
       2        Verification of Cash Book transactions
       3        Scrutiny of general Ledger & reconciliation status for all general ledgers
       4        Scrutiny of income and expenses
       5        Scrutiny of Bank Reconciliation statements
       6        Verification of income and expenses related to all business segments.
       7        Reviewing of computation of advance tax, verification of timely deduction of TAX at source
                [TDS]
       8        Compliance of accounting standards & accounting policies of the company
       9        Fixed assets accounting, depreciation verification as per companies act 2013.
       10       Review of billing to Bank of Baroda and related expenses including DST division.
       11       Verification of wage bill & payments made for off-roll employees.

    G. Admin Department

     S. No.                                                Particulars
      1         Review of Annual Maintenance Contracts
      2         Checking of inventory of numbered stationeries
      3         Review of expenses processed through Admin department, wrt agreements, approvals etc
                including TADA bills
       4        Review of all purchases in line with the procurement policy & DAP.
       5        Review of all vendor outsourcing management in line with RBI guidelines

    H. Legal & Compliance Department

     S. No.                                               Particulars
      1         Checking of compliance of various provisions of the Companies Act 2013.
      2         Review of compliance on KYC/AML/FATCA/Income tax/GST.
      3         Review of all existing Company policies & processes and suggest gaps/ improvements.
      4         Analyze the applicable regulatory and statutory norms to the company as an NBFC and
                wholly owned subsidiary of a PSB and highlight the status of compliance.
       5        Verification of various contracts entered by the company wrt to currency/validity of
                agreements and incorporation of relevant regulatory and statutory clauses, Including
                intercompany contracts & SLAs.






    I. Certification work.

     S. No.                                                 Particulars
      1         Verification & Quarterly certification to RBI with regards to subvention of MDR on
                debit/credit card transaction for less than Rs. 2000/-
       2        Yearly certificate to Visa/ Master regarding AML KYC Compliances.
       3        Any other certification required by Bank of Baroda (parent organization) towards any claim
                submission to them.
       4        Other certifications as required by Authorities from time to time




                                                                                                                 Page 10 of 36
RFP for Appointment of Audit firm for conducting Internal Audit & ICFR




       ICFR - Broad anticipated scope is as follows:

       Our broad scope of work will be to review the IFC system related to Financial Reporting to comply with the regulatory
       requirement. Scope of work has been divided in the following sections:

        Design assessment of existing IFC system over Financial reporting

       Perform & document walkthroughs to understand the design of existing IFC system
       Document controls with respect to the identified risks and process maps prepared by the company.
       Segregate controls into Entity level control, Process controls & IT general controls & further segregation basis
       Manual, Automated, Preventive & Detective.
       Perform segregation of duties analysis
       Prepare a Risk Control Matrix for each significant accounts/process to be covered for review
       Identify design gaps based on walkthroughs, interviews & discussion

        Testing the operating effectiveness & Gap remediation

       Prepare testing plan & templates
       Document testing results & identification of material gap/ non-material gap.
       Identify mitigation/ compensating controls for material gaps
       Support in developing remediation plans for testing gaps by engaging process owners.


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

       1.    Based on the contents of the RFP, the selected vendor shall be required to independently arrive at a RFP for
             Appointment of Audit firm for conducting Internal Audit & ICFR , which is suitable for the Company, after taking
             into consideration the efforts estimated for implementation of the same and the resource and the equipment
             requirements. The Company expressly stipulates the Vendor's selection under this RFP is on the expr ess
             understanding that this RFP contains only the principal provisions for the entire assignment and that delivery of
             the deliverables and the services in connection therewith are only a part of the assignment. The vendor shall be
             required to undertake such tasks, render requisite services and make available such resources as may be
             required for the successful completion of the entire project at no additional cost to the Company.
       2.    Considering the extensive nature of the assignment and the envisaged relationship with the Bidder, any service,
             which forms a part of facilities management that is not explicitly mentioned in this RFP as excluded would form
             part of this RFP, and the Bidder is expected to provide the same at no additional costs to the Company. The
             Bidder has to envisage all necessary services to be provided and ensure the same is delivered to the Company.
             The Company will not accept any plea of the Bidder at a later date for omission of critical services on the pretext
             that the same was not explicitly mentioned in the RFP.
       3.    The Bidder will be required to fix any vulnerability in the RFP for Appointment of Audit firm for conducting
             Internal Audit & ICFR at no additional cost during the entire tenure of the contract. These vulnerabilities can be
             detected by the Company or can be a finding of any internal or external audit conducted by the Company or its
             auditors on a periodic basis.
       4.    The Bidder is required to note the following points:
                 The Bidder has to size the RFP for Appointment of Audit firm for conducting Internal Audit & ICFR
                    covering services to ensure availability, scalability, redundancy and performance of the RFP for
                                                                                                                    Page 11 of 36
       RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

                           Appointment of Audit firm for conducting Internal Audit & ICFR , and to meet technical and functional
                           requirements as per the terms of the RFP within the timeframe prescribed by the Company.
                           The Bidder is completely responsible for the proposed RFP for Appointment of Audit firm for conducting
                           Internal Audit & ICFR to meet the scope and objectives of the RFP and all addenda & corrigenda issued
                           thereafter. The Company assumes no responsibility for assumptions made by the Bidder. In the event the
                           proposed RFP for Appointment of Audit firm for conducting Internal Audit & ICFR fails to meet the
                           Service Level Agreement (SLA) (if applicable and stipulated in this RFP) and the scope and objectives of
                           the RFP (and addendums), the Bidder will have to upgrade, modify or replace the RFP for Appointment
                           of Audit firm for conducting Internal Audit & ICFR at no additional cost to the Company.
                           The Bidder has to ensure the arithmetical accuracy of the technical and commercial bid. The Company
                           will not be responsible for any errors in the bid submitted by the Bidder.
                           Any assumptions, changes, deviations other than what is specified and accepted by the Company will not
                           be considered for the purpose of this RFP.

4.0.       Service Levels
           Resources Requirements & Expected Deliverables.

                                        Particulars                            PART -A                             PART-B
                                                                    Internal Audit (FY 2019-20 & FY    ICFR (FY 2019-20 & FY 2020-21)
                                                                               2020-21)
                                       Time frame                              Ongoing                            4-6 weeks

                                Resources / Man power               1 CA- 3yrs PQE- (once or twice a           2 CA- 3yrs PQE
                                     Deployment                                  week)
                                                                   1 Graduate/Semi Qualified -Daily
                               Sr. Partner Visit frequency             At least twice in a month           At least once in a Week
                                       Deliverables                  Quarterly audit report with all        1) Risk control matrix
                                                                       observations & Quarterly        2) Test/Sample data & outcome
                                                                      presentation on of high risk                 of testing
                                                                   observations to Audit committee.        3) Presentation to Audit
                                                                                                        committee on key findings of
                                                                                                                    control.

                              Time limit for submission of          Within 15 days from the date of commencement of the assignment.
                                       audit plan
                              Time limit for submission of            Within 30 days from end of       On or before 31st January of the
                                      deliverables                             quarter                  respective financial year with
                                                                                                       updated review and final report
                                                                                                              th
                                                                                                        by 10 April of next financial
                                                                                                                     year.


           Internal auditor should plan internal audit in such way that each department/area should be atleast audited twice a
           year and the same plan should be shared within 15 days of appointment with BFSL for internal approval and
           tracking.

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

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




                                                                                                                                Page 12 of 36
       RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

5.0.       RFP Response Instructions

5.1.       Rules for responding to the RFP
           All responses received after the due date/time would be considered late and would be rejected.

5.2.       Price
               I.      The Bidder is requested to quote in Indian Rupee (INR). Bids in currencies other than INR would not be
                       considered. The date for opening of price bids would be communicated separately to the successful bidders
                       post the completion of the technical evaluation
                II.    The prices and other terms offered by vendors must be firm for an acceptance period of 180 days from the
                       opening of the commercial bid.
                III.   The prices quoted by the vendor shall be all inclusive, that is, inclusive of all taxes, duties; levies etc. except
                       GST (wherever applicable) will be paid extra. Octroi /entry tax will be paid on actual on production of original
                       receipt. There will be no price escalation during the contract period and any extension thereof. Bid submitted
                       with an adjustable price quotation will be treated as non-responsive and will be rejected.
                IV.    In case of any variation (upward or down ward) in Government levies / taxes / cess / excise / custom duty etc.
                       which has been included as part of the price will be borne by the Vendor. Variation would also include the
                       introduction of any new tax / cess/ excise, etc provided that the benefit or burden of other taxes quoted
                       separately as part of the commercial bid like GST and any taxes introduced instead of Service tax, VAT and
                       levies associated to Service Tax, VAT or any new taxes (other than excise, custom duties, other duties and
                       associated government levies) introduced after the submission of vendor's proposal shall be passed on or
                       adjusted to the Company. Local entry tax and octroi will be paid on actuals based on receipt provided. If the
                       Vendor makes any conditional or vague offers, without conforming to these guidelines, the company will
                       treat the prices quoted as in conformity with these guidelines and proceed accordingly. Local entry taxes /
                       octroi whichever is applicable, if any, will be paid by the Bank on production of relative invoices / payment
                       receipts / documents. Necessary documentary evidence should be produced for having paid the customs /
                       excise duty, sales tax, if applicable, and or other applicable levies
                V.     If any Tax authorities of any state, including, Local authorities like Corporation, Municipality etc. or any
                       Government authority or Statutory or autonomous or such other authority imposes any tax, charge or levy or
                       any cess / charge other than VAT or GST &entry tax or octroi and if the Company has to pay the same for any
                       of the items or supplies made here under by the Vendor, for any reason including the delay or failure or
                       inability of the Vendor to make payment for the same, the company has to be reimbursed such amounts paid,
                       on being intimated to the Vendor along with the documentary evidence. If the Vendor does not reimburse
                       the amount within a fortnight, the Company shall adjust the amount out of the payments due to the Vendor
                       from the Company along with the interest calculated at commercial rate
                VI.    Terms of payment as indicated in the Purchase Contract that will be issued by the company on the selected
                       Vendor will be final and binding on the vendor and no interest will be payable by the Company on
                       outstanding amounts under any circumstances. If there are any clauses in the Invoice contrary to the terms of
                       the Purchase Contract, the vendor should give a declaration on the face of the Invoice or by a separate letter
                       explicitly stating as follows "Clauses, if any contained in the Invoice which are contrary to the terms contained
                       in the Purchase Contract will not hold good against the Company and that the Invoice would be governed by
                       the terms contained in the Contract concluded between the Company and the vendor".
                       The Company will consider the Total Cost of Ownership (TCO) over a [Two year period]. ­
                       Price Comparisons
                a.     The bidder will be required to submit commercial bids as part of the bid submission. The Company will open
                       commercial bids of technically qualified bidders in front of these bidders `representatives after the technical
                       evaluation is completed.
                b.     Normalization of bids: The Company will go through a process of technical evaluation and normalization of
                       the bids to the extent possible and feasible to ensure that vendors are more or less on the same technical
                       ground. After the normalization process, if the Company feels that any of the bids needs to be normalized
                       and that such normalization has a bearing on the price bids; the Company may at its discretion ask all the
                       technically short-listed vendors to resubmit the technical bids once again for scrutiny. The Company can
                       repeat this normalization process at every stage of technical submission or till the Company is satisfied. The
                       vendors agree that they have no reservation or objection to the normalization process and all the technically
                       short listed vendors will, by responding to this RFP, agree to participate in the normalization process and
                       extend their co-operation to the Company during this process. The vendors, by submitting the response to
                       this RFP, agree to the process and conditions of the normalization process.
                                                                                                                              Page 13 of 36
       RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

                c.    The Price offer shall be on a fixed price basis. Bid submitted with an adjustable price quotation will be treated
                      as non-responsive and will be liable to be rejected. The rate quoted by the vendor should necessarily include
                      the following:
                             i. Prices quoted by the Vendor should be inclusive of all taxes, duties and levies etc. except GST, VAT /
                                CST &Octroi /entry tax (wherever applicable) will be paid extra. Octroi / entry tax will be paid at
                                actuals on production of original receipt. The Vendor is expected to provide a breakup of the taxes
                                indicated in the commercial bid format. The Vendor is expected to provide the tax types and tax
                                percentage in both the commercial and masked bids (without amounts being submitted in the
                                technical response).
                            ii. The Vendor is expected to provide for services which are required to be extended by the Vendor in
                                accordance with the terms and conditions of the RFP and subsequent contract.
                           iii. The Vendor must provide and quote for the product and services as desired by the Company as
                                mentioned in this RFP. Any products / services not proposed to be provided by the Vendor will result
                                in the proposal being incomplete, which may lead to disqualification of the Vendor.

5.3.       Others
              I. Responses to this RFP by the Bidders shall not constitute an obligation on the part of the Company to award a
                   contract for any services or combination of services. Failure of the Company to select a Bidder shall not result
                   in any claim whatsoever against the Company and the Company reserves the right to reject any or all bids in
                   part or in full, without assigning any reason whatsoever.
              II. By submitting a proposal, the Bidder agrees to promptly contract with Company for any work awarded to the
                   Bidder, if any. Failure on the part of the selected Bidder to execute a valid contract with Company within 45
                   days from the date of Purchase order herein will relieve Company of any obligation to the Bidder, and a
                   different Bidder may be selected based on the selection process of Company.
              III. The terms and conditions as specified in the RFP, addenda and corrigenda issued by the Company thereafter
                   are final and binding on the Bidders. In the event the Bidder is not willing to accept the terms and conditions
                   of Company, the Bidder may, in sole discretion of Company, be disqualified.
              IV. The Bidder must strictly adhere to the delivery dates or lead times identified in their proposal including the
                   project timeline. Failure to meet these delivery dates, unless it is due to reasons entirely attributable to the
                   Company, may constitute a material breach of the selected Bidder's performance. In the event that the
                   Company is forced to cancel an awarded contract (related to this RFP) due to the Bidder's inability to meet
                   the established delivery dates that Bidder will be responsible for any re-procurement costs suffered by the
                   Company. The liability of re-procurement costs in such an event could be limited to the amount actually spent
                   by Company for procuring similar deliverables and services. The re-procurement cost would be established
                   post a reasonable due ­ diligence of the re-procurement cost to be incurred.
              V. By submitting the bid, the Bidder represents and acknowledges to the Company that it possesses necessary
                   experience, expertise and ability to undertake and fulfill its obligations, under all phases involved in the
                   performance of the provisions of this RFP. The Bidder represents that all services supplied in response to this
                   RFP shall meet the proposed RFP for Appointment of Audit firm for conducting Internal Audit & ICFR
                   requirements of the Company. The Bidder shall be required to independently arrive at a Solution, which is
                   suitable for the Company, after taking into consideration the effort estimated for implementation of the
                   same. If any services, functions or responsibilities not specifically described in this RFP are an inherent,
                   necessary or customary part of the deliverables or services and are required for proper performance or
                   provision of the deliverables or services in accordance with this RFP, they shall be deemed to be included
                   within the scope of the deliverables or services, as if such services, functions or responsibilities were
                   specifically required and described in this RFP and shall be provided by the Bidder at no additional cost to
                   Company. The Bidder also acknowledges that Company relies on this statement of fact, therefore neither
                   accepting responsibility for, nor relieving the Bidder of responsibility for the performance of all provisions and
                   terms and conditions of this RFP, Company expects the Bidder to fulfill all the terms and conditions of this
                   RFP. The modifications, which are accepted by the Company in writing, shall form a part of the final contract.
              VI. The Bidder shall represent that the proposed RFP for Appointment of Audit firm for conducting Internal
                   Audit & ICFR and its documentation and/or use of the same by Company shall not violate or infringe the
                   rights of any third party or the laws or regulations under any governmental or judicial authority. The Bidder
                   represents and agrees to obtain and maintain validity throughout the Contract, of all appropriate
                   registrations, permissions and approvals, which are statutorily required to be obtained by the selected Bidder
                   for performance of the obligations of the selected Bidder. The Bidder further agrees to inform and assist the

                                                                                                                           Page 14 of 36
       RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

                      Company for procuring any registrations, permissions or approvals, which may at any time during the
                      contract period be statutorily required to be obtained by the Company for availing services from the selected
                      Bidder.
                VII. All terms and conditions, payments schedules, time frame for implementation, expected service levels as per
                      this RFP will remain unchanged unless explicitly communicated by Company in writing to the Bidders. The
                      Bidder shall at no point be entitled to excuse themselves from any claims by Company whatsoever for their
                      deviations in conforming to the terms and conditions, payments schedules, expected service levels, time
                      frame for implementation etc. as mentioned in this RFP.
                VIII. The Bidder covenants and represents to Company, the following:
                              It is duly incorporated, validly existing and in good standing under as per the laws of the jurisdiction
                              of its incorporation.
                              It has the corporate power and authority to perform its obligations hereunder and to execute
                              appropriate contracts in terms of this RFP. The performance of terms and conditions under the RFP
                              by it and the performance of its obligations hereunder are duly authorized and approved by all
                              necessary action.
                              The execution, delivery and performance under an Agreement by such Party:
                              o        Will not violate or contravene any provision of its documents of incorporation.
                              o        Will 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.
                              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 regulatory, governmental or public body,
                              agency or authority, joint venture party, or any other entity or person whatsoever.
                              To the best of its knowledge, after reasonable investigation, no representation or warranty by such
                              party in this tender and subsequent agreement, and no document furnished or to be furnished to the
                              other party to this RFP and subsequent agreement, or in connection herewith or with the
                              transactions contemplated hereby, contains or will contain any untrue or misleading statement or
                              omits or will omit any fact necessary to make the statements contained herein or therein, in light of
                              the circumstances under which made, not misleading. 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 such party and which have not been disclosed herein or in a schedule hereto, having a
                              direct impact on the transactions contemplated hereunder.
                              The selected Bidder shall undertake to provide appropriate manpower as well as other resources
                              required, to execute the various tasks assigned as part of the project, from time to time. The
                              Company has the right to interview any and all of the resources deputed by the selected bidder and
                              only upon satisfaction will allow the resource to work on the project.
                              All RFP response documents would become the property of the Company and the Company also
                              would not return the bid documents to the Bidders.
                              Company will not bear any costs incurred by the Bidder for any discussion, presentation,
                              demonstrations etc. on proposals or proposed contract or for any work performed in connection
                              therewith.
                              Company reserves the right to reject a proposal for award if it determines that the Bidder
                              recommended for award has engaged in corrupt or fraudulent practices in competing for the
                              contract in question.

5.4.       Other RFP Requirements
              1. Company reserves the right to cancel this RFP any time or at any stage without any reason / notice to the
                  vendor or change/add any terms and conditions of the RFP by issuing addenda/corrigenda and putting it on
                  Company's website.
              2. Company reserves the right to extend the dates for submission of any and all responses to this document.
              3. Bidders shall have the opportunity to get their doubts clarified pertaining to the RFP in order to clarify any
                  issues they may have, prior to finalizing their responses. All questions are to be submitted to the contact
                  officer, not later than the query submission date noted in RFP and as indicated by Company from time to

                                                                                                                           Page 15 of 36
RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

               time. Responses to inquiries and any other corrections and amendments will be distributed to all Bidders by
               fax or in electronic mail format.
         4.    If there are conflicting points in the RFP, the Company reserves the right to take a position on the conflicting
               issue which will be binding on the selected Bidder any time during the period of contract. No appeal will be
               entertained.
         5.    Preliminary Scrutiny ­ Company will scrutinize the offers to determine whether they are complete, whether
               any errors have been made in the offer, whether required technical documentation has been furnished,
               whether the documents have been properly signed, and whether items are quoted as per the schedule.
               Company may, at its discretion, waive any minor non- conformity or any minor deficiency in an offer. This
               shall be binding on all Bidders and Company reserves the right for such waivers and Company's decision i n the
               matter will be final.
         6.    Clarification of Offers ­ To assist in the scrutiny, evaluation and comparison of offers, Company may, at its
               discretion, ask some or all Bidders for clarification of their offer. Company has the right to disqualify the
               Bidder whose clarification is found not suitable to the project requirements.
         7.    No Commitment to Accept Lowest bid or Any bid ­ Company shall be under no obligation to accept the lowest
               price bid or any other offer received in response to this RFP. Company will not be obliged to meet and have
               discussions with any Bidder, and / or to listen to any representations in respect of the rejection.
         8.    Erasures or Alterations ­ The offers containing erasures or alterations will not be considered. There should be
               no hand-written material, corrections or alterations in the offer. Technical details must be completely filled
               up. Correct technical information of the product being offered must be filled in. Filling up of the information
               using terms such as "OK", "accepted", "noted", "as given in brochure / manual" is not acceptable. Company
               may treat the offers not adhering to these guidelines as unacceptable. The proposals should be in the
               template that is recommended and provided in this RFP. Bids with eraser/over writing/cutting are liable to be
               rejected.
         9.    Right to Alter requirements ­ Company reserves the right to alter the requirements specified in the RFP.
               Company also reserves the right to delete one or more items from the list of items specified in the RFP.
               Company will inform all Bidders about changes, if any. The Bidder agrees that Company has no limit on the
               additions or deletions on the items for the period of the contract. Further the Bidder agrees that the prices
               quoted by the Bidder would be proportionately adjusted with such additions or deletions in quantities. The
               Company will have the right to increase or decrease any quantities in the bid and the unit/pro-rata rates
               would be applicable for such alterations in quantities till the period of the contract.
         10.   Since some of the payment terms warrant monthly payouts from Company vis-à-vis SLA monitoring, it is to be
               noted that any such monthly payments will be released and penalties if any, as defined by SLAs, shall be
               adjusted in the payment for the last month. Balance penalties, if any shall be levied in the payment for the
               subsequent months.
         11.   The Bidder shall perform its obligations under this RFP as an independent contractor, and may engage
               subcontractors (with requisite prior permission from bob card applicable, if any) to perform any of the
               deliverables or services. Neither this RFP nor the Bidder's performance of obligations under this RFP shall
               create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or
               employer and employee, between Company and the Bidder or its employees, subcontractor; and the Bidder
               shall not have the right, power or authority (whether expressed or implied) to enter into or assume any duty
               or obligation on behalf of Company.
         12.   Details of Sub-contracts, as applicable: If required by Company, selected Bidder should provide complete
               details of any subcontractor/s used for the purpose of this engagement. It is clarified that the selected bidder
               will not subcontract primary functions stipulated in this RFP and notwithstanding the use of subcontractors by
               the selected Bidder for purposes other than main functions, the selected Bidder shall be solely responsible for
               performance of all obligations under the RFP irrespective of the failure or inability of the subcontractor
               chosen by the selected Bidder to perform its obligations. The selected Bidder shall also have the responsibility
               for payment of all dues and contributions, as applicable, towards statutory benefits for its employees and
               sub-contractors.
         13.   The Bidder has to submit the escalation matrix upto the highest management authority of the Bidder the
               along with necessary contact details.
         14.   However, the selected Bidder shall install and commission the solution, in terms of this RFP, at locations
               designated by Company or at such Centers as Company may deem fit and the changes, if any, in the locations
               will be intimated to the Bidder.


                                                                                                                    Page 16 of 36
       RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

                15. The selected Bidder is responsible for managing the activities of its personnel or the personnel of its
                    subcontractors/franchisees, if any, and will be accountable for both. The Bidder shall be vicariously liable for
                    any acts, deeds or things done by their employees, agents, contractors, subcontractors, and their employees
                    and agents, etc. which is outside the scope of power vested or instructions issued by Company. Bidder shall
                    be the principal employer of the employees, agents, contractors, subcontractors etc. engaged by Bidder and
                    shall be vicariously liable for all the acts, deeds or things, whether the same is within the scope of power or
                    outside the scope of power, vested under the Contract to be issued for this RFP. No right of any employment
                    shall accrue or arise, by virtue of engagement of employees, agents, contractors, subcontractors etc. by the
                    selected bidder, for any assignment under the contract to be issued for this RFP. All remuneration, claims,
                    wages, dues etc. of such employees, agents, contractors, subcontractors etc. of the selected bidder shall be
                    paid by selected bidder alone and Company shall not have any direct or indirect liability or obligation, to pay
                    any charges, claims or wages of any of selected bidder's employee, agents, contractors, and subcontractors,
                    etc. The selected bidder shall hold Company, its successors, assignees and administrators and its directors and
                    officials, fully indemnified and harmless against loss or liability, claims, actions or proceedings, if any, that may
                    arise from whatsoever nature caused to Company through the action of selected bidder `s employees, agents,
                    contractors, subcontractors etc. However, the selected bidder would be given an opportunity to be heard by
                    Company prior to making of a decision in respect of such loss or damage.
                16. Company shall inform the selected bidder of all known breaches and claims of indemnification and the
                    selected bidder shall be required at their expense to remedy the breaches, defend, manage, negotiate or
                    settle such claims. The written demand by Company as to the loss / damages mentioned above shall be final,
                    conclusive and binding on the selected bidder and selected bidder shall be liable to pay on demand the actual
                    amount of such loss / damages caused to Company including but not limited and all costs and expenses,
                    including, without limitation, reasonable attorneys' fees and court costs. In respect of demands levied by
                    Company on the Bidder towards breaches, claims, etc. Company shall provide the selected bidder with details
                    of such demand levied by Company. For the purposes of this section, the indemnity may include but not
                    limited to the areas mentioned, i.e., "claims arising out of employment, non -payment of remuneration and
                    non-provision of statutory benefits by the selected bidder to its employees, its agents, contractors and sub-
                    contractors." However, there are other indemnities such as indemnity for IPR violation, confidentiality breach,
                    etc., that the Bidder is expected to provide as per the RFP. The selected bidder's representative will be the
                    point of contact for Company. The delivery, installation, configuration status of the project should be
                    reported on a weekly basis.
                17. In case of software supplied with the solution the selected bidder should ensure that the same is licensed and
                    legally obtained with valid documentation made available to Company.
                18. Technical inspection and performance evaluation ­ Company may choose to carry out a technical
                    inspection/audit and performance evaluation of solution offered by the Bidders. The Bidder would permit
                    Company or any person/persons appointed by Company to observe the technical and performance evaluation
                    / benchmarks carried out by the Bidder. Any expenses (travel, stay, etc.) incurred for the same would be
                    borne by the Company.
                19. The Bidder shall ensure that the solution provided and sized by the Bidd er is capable of meeting Company's
                    current and terminal year transaction and business volumes.


6.0.       Additional Information

                1.    Selected bidder and/or its authorized service providers should have their own employees for execution of
                      projects. However, selected bidder will be fully responsible for the service for the service providers. Company
                      will not make any reference to them. In case of any deficiency in service, penalties will be to the selected
                      Bidder's account.
                2.    The selected bidder shall solely be responsible for all payments (including any statutory payments) to its
                      employees and / or subcontractors and shall ensure that at no time shall its employees, personnel or agents
                      hold themselves out as employees or agents of Company, nor seek to be treated as employees of Company
                      for any purpose, including claims of entitlement to fringe benefits provided by Company, or for any kind of
                      income or benefits. The selected bidder 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
                      selected bidder will make all required payments and deposits of taxes in a timely manner.


                                                                                                                             Page 17 of 36
       RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

6.1.       Numbering of Pages
                 All pages of the bid including brochures are to be numbered as Page --- (current page) of --- (total pages) in a
                 seriatim along with proper index. The numbering shall be done separately for Eligibility Bid, Technical Bid and
                 Commercial Bid, and not section-wise.

6.2.       Authorized Signatory
                   The Bidder shall submit the bid authenticated by an authorized person from any of their offices in India. The
                   Bidder's authorized signatory shall authenticate by sign and seal, each page of the bid in original and
                   photocopies including brochures/ pamphlets/ write­up etc.

6.3.       Cost of Preparing the Bids
                    The cost of preparing the response to this RFP will be the responsibility of the Bidder and Company will not
                    be liable for any cost incurred by the Bidder.

6.4.       Clarification on RFP Document
            1.        The Bidder shall carefully examine and understand the specifications /conditions of RFP, intent of the RFP
                      and seek clarifications, if required, to ensure that they have understood all specifications/conditions/intent
                      of RFP for implementing the Origination Systems Solution
                       in total.
            2.        The Bidder in all such cases must seek clarification in writing in the same serial order of that of RFP by
                      mentioning relevant page number and clause number of RFP. Such clarifications should be sought, by
                      submitting a list of queries as per Appendix 10 ­ Pre Bid Query Format in writing to Company on or before
                      the timeline prescribed in this RFP under "Schedule of activities and events"
            3.        All clarifications/queries on the bid are to be in writing and are to be addressed to:

                                rfp@bobfinancial.com

                       Pre-bid queries can be submitted in the format provided in Appendix 10 - Pre Bid query format on the
                       following email-ids:

                                 rfp@bobfinancial.com cc: rajesh.mhatre@bobfinancial.com

6.5.       Normalization of bids:
                  Company may go through a process of technical evaluation and normalization of the bids to the extent
                  possible and feasible to ensure that Bidders are more or less on the same technical ground. After the
                  normalization process, if Company feels that any of the bids needs to be normalized and that such
                  normalization has a bearing on the price bids; Company may at its discretion ask all the technically Shortlisted
                  Bidders to resubmit the technical and commercial bids once again for scrutiny.

                      The re-submissions can be requested by Company in the following two manners

                                Incremental bid submissions in part of the requested clarifications by Company, OR
                                Revised submissions of the entire bid in the whole

                      Company can repeat this normalization process at every stage of bid submission till Company is satisfied. The
                      Bidders agree that they have no reservation or objection to the normalization process and all the Bidders will,
                      by responding to this RFP, agree to participate in the normalization process and extend their co-operation to
                      Company during this process. The Bidders, by submitting the response to this RFP, agree to the process and
                      conditions of the normalization process.

6.6.       Validity of Bids
                    The bids shall remain valid for a period of 180 days from the last date of submission of bids. All responses
                    including commercial and technical bids would be deemed to be irrevocable offers/proposals from the
                    Bidders and shall, if accepted by Company, form part of the final contract between Company and the selected
                    Bidder. Company may seek further extensions of the bid validity, if required.




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6.7.       Bidder's Quote/Offer
               I. Bidders are requested to attach a letter from an authorized signatory attesting the veracity of information
                    provided in the responses. Unsigned responses would be treated as incomplete and are liable to be rejected.
               II. The Bidder must furnish requirements as per the formats provided in the RFP document.
               III. While submitting the bid, the Bidder is required to comply with inter alia the following CVC guidelines detailed
                    in Circular No. 03/01/12 (No. 12-02-6 CTE /SPI (I) 2 / 161730 dated 13.01.2012):
                    Commission has decided that in all cases of procurement, the following guidelines may be followed:
                          In a tender, either the Indian agent on behalf of the Principal/OEM or Principal/OEM itself can bid
                              but both cannot bid simultaneously for the same item/product in the same tender.
                          If an agent submits bid on behalf of the Principal/OEM, the same agent shall not submit a bid on
                              behalf of another Principal/OEM in the same tender for the same item /product.'

                      The decision of the Company shall be final and binding in this regard.

                      Related Parties -

                                In the following circumstances company will have discretion to reject the Proposal/ response or
                                accept the Proposal/ response with some conditions stipulated by `the Bank'.
                                Proposal/Response submitted by holding company and its subsidiary
                                Proposal/Responses submitted by companies having common director/s
                                Proposal/ Responses submitted by partnership firms / LLPs having common partners
                                Proposal/Responses submitted by companies having the same group of promoters/ management
                                Any other proposal/ response in the sole discretion of the company is in the nature of multiple bids.

6.8.       Integrity Pact
                    All bidder will be required to enter into an integrity pact with the Company as per the CVC guidelines. in
                    Appendix 05

6.9.       Submission of Bids
            1.    All envelopes with RFP response should be submitted to the authorized person at the address given in Section
                  1.4­Important Details (Schedule of Events, contact & communication details etc.)
            2.    The response should be submitted to the authorized person on or before the last date & time of submission
                  mentioned in section 1.4. If the last date of submission of RFP response is declared as a holiday for any reason
                  then the last date for submission of RFP response will fall on the next working day of the Company. The bids
                  which are received after the scheduled date and time will be rejected by the Company.
            3.    All envelopes should be securely sealed and stamped.
            4.    For all eligibility, technical and commercial bid openings, the Bidders are required to carry authorization letter
                  from the authorized signatories as per format specified in Appendix 03 ­ Authorization letter format.
            5.    The bid should constitute three separate parts. The response should be organized and submitted in the
                  following manner:

                     Part I ­ Eligibility Bid & Technical Bid:

                           I.   The Eligibility Bid containing the response to eligibility requirements for services is to be sealed in a
                                separate Envelope superscripted on the top of the cover as " ELIGIBILITY & TECHNICAL BID for
                                Selection of Service Provider RFP for Appointment of Audit firm for conducting Internal Audit &
                                ICFR".
                           II. Covering letter certifying eligibility criteria compliance (eligibility criteria as defined in Annexure 01);
                           III. Letter with details of authorized signatories/Power of Attorney's in the na me of the authorized
                                signatories who can represent the Bidder/s with regard to the obligations under the RFP or contract
                           IV. Hardcopy of duly filled up Annexure 01 ­ Eligibility criteria compliance including supporting
                                credential letters/testimonials from relevant organizations or copies of documentation from clients
                                or purchase order copies certifying compliance and Bid security;
                           V. The Bidder should also include the masked (without prices) commercial bid in the technical bid. The
                                masked Indicative Commercial Bid which would be submitted as part of the Technical bid should
                                contain "XX" instead of actual commercial value for ALL the corresponding commercial values. The
                                Bidder must note that the masked commercial bid should be actual copy of the commercial bid
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                                submitted with prices masked and not the Pro-forma/format of the Appendix 02 ­ Commercial Bid in
                                the RFP.
                            VI. The hard copy of the technical proposal should be bound in such a way that the sections of the
                                proposal can be removed and separated easily. Signed copy of the RFP, all annexure and appendices
                                fully filled up need to be submitted.

                       The Bidders have to note that the Technical Proposal must contain the following

                            a. Duly signed covering letter by the authorized signatory as per Appendix 04 ­ Bid undertaking letter
                            b. Masked copy of the Bidder's final commercial bid Appendix 02 ­ Commercial Bid duly masking the
                                  price details
                            c. Conformity letter as per Appendix 07
                            d. Comments on the RFP terms and conditions as per Appendix 06 ­ Comments on T&C
                            e. Detailed note on following
                                  Firm profile
                                  Approach methodology in carrying internal audit for BFSL
                                  Approach methodology in carrying ICFR for BFSL
                                  Complete Client profile including the nature of assignments handled by the Mumbai office.
                                  Share the Profile of designated persons / audit team (including assignment handled) to be
                                         deputed for the assignment & Details of Reviewing senior partner (with experience)
                                         If shortlisted, Bidder Value addition to BFSL.

                      Part II ­ Commercial Bid

                            I.    The bidder will be required to submit commercial bids as a part of the bid submission.

                            II.   The placement of hard copy of commercial bid in eligibility bid or technical bid covers will make the
                                  bid liable for rejection.

                            III. Post the commercial evaluation process the L1 bidder would be required to submit their final
                                 commercial as per Appendix 02 ­ Commercial Bid and other terms and conditions of the RFP on
                                 prices. In a nutshell, the commercial Bid details will need to be provided for all requirements of the
                                 Company to arrive at TCO of the solution.

                            IV. It is the responsibility of the Bidder to provide all the items within the final agreed price between the
                                selected Bidder and Company.


6.10.       Overall Bid
              1. The separately sealed envelopes containing Eligibility Bid, Technical Bid and Commercial Bid for the RFP for
                     Appointment of Audit firm for conducting Internal Audit & ICFR shall be submitted in another single sealed
                     envelope super-scribed on the top of the envelope as: `Bid for Selection of Service Provider for RFP for
                     Appointment of Audit firm for conducting Internal Audit & ICFR No. BFSL/Finance RFP/2019-20/ 01 dated
                     30-05-2019"
              2. The envelope is to be delivered to Company against acknowledgement.
              3. The Bidder shall take care to submit the Bid properly filed so that the papers are intact. The Bidder shall
                    submit the bid in suitable capacity of the file such that the papers do not bulge out and tear during scrutiny.
                    The Bids, which are not sealed as indicated above, are also liable to be rejected.
              4. The price schedule shall be submitted in commercial Bid only.
              5. The Bidder while furnishing the cost under the above heads must furnish the split up cost particulars of all
                    major components/line items under each head.
              6. The commercial bid is obtained for all the solutions and Company will place a single order after finalizing the
                    Bidder.
              7. Further, the Bidder has to quote for all the components.



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6.11.       Compliance Statement
              1. The Bidder shall certify the compliance or deviation of all clauses, terms conditions and specifications
                   stipulated in RFP, as per Appendix 07 ­ Conformity Letter. The Data sheet as per Appendix 06 ­ Comments on
                   Terms & Conditions shall also be submitted.
              2. The Bidder shall not just indicate that details are enclosed and submit brochures, manuals, documents etc.
                   Instead, they shall detail their reply for each clause in Appendix 06 ­ Comments on Terms and Conditions and
                   they shall also indicate the Page number in the bid, at which additional information are enclosed in the
                   brochures, manual, documents etc. The Bidder shall ensure correctness of referred page nos.

6.12.       Opening of Bids
               1. Opening of Eligibility and Technical Bids
                    The Eligibility and Technical bid shall be opened in the presence of Bidders ' representatives who choose
                        to attend as mentioned in section 1.4 ­ Important Details. The Bidder representative may be present
                        during the bid opening at our office address mentioned above well in time along with the authorization
                        letter from the Bidder Company.
                    The Bidders may note that no further notice will be given in this regard. Further, in case Company does
                        not function on the aforesaid date due to unforeseen circumstances or holiday then the bid will be
                        accepted on the next working day of the Company and bids will be opened at the same venue on the
                        same day.
                    Company however reserves the right to change the date & time for opening of Eligibility and Technical
                        bid without assigning any reason whatsoever. In case there is a change in the schedule the same will be
                        intimated to the Bidders by publishing on the Company's website for enabling them to be present during
                        the Bid opening.
                    During opening of the Eligibility and Technical bids, the Bidders authorized representative may attend the
                        opening and those who are present shall sign a register evidencing their attendance.
                    The rejection or acceptance of the bid will be done only after evaluation at the discretion of Company.
                    During evaluation of the eligibility and technical bids, Company may seek from the Bidder clarifications
                        on the bid submitted by the Bidder. The request for such clarification and the response from the Bidder
                        shall be in writing.
                    After the evaluation of the eligibility bids Company will finalize the list of eligible bidders whose technical
                        bid will be considered for the technical evaluation stage. The eligible bids will undergo a detailed
                        technical evaluation as per the terms and conditions of this RFP.
                    Company will announce the list of bidders who qualify technical evaluation and whose commercial bid
                        will be considered for the commercial evaluation stage.
             2.    Opening of Commercial bid
                         In case the Company decides to go for Open bid process for commercial evaluation, the commercial
                             bids will be opened in front of the bidders after the technical evaluation is complete. The date of
                             opening of commercial bids will be intimated to the Bidders who have been evaluated for Technical
                             Bid.
                         The evaluation of the Commercial Bids as per the RFP guidelines would be done subsequently.
                         Post the completion of the detailed commercial evaluation the final ranking of the bidders would be
                             announced.

6.13.       Examination of Bids
             1.    Company will do preliminary examination of bids to know whether they are complete in all respects, whether
                   any computational errors have been made, whether the documents have been properly signed and whether
                   the bids are generally in order. The Bidders have to note that
                         If there is any discrepancy between words and figures, the amounts in words will prevail.
                         If there is discrepancy between percentage and amount, the amount calculated on percentage basis
                             will prevail.
                         If there is discrepancy between unit price and total price that is obtained by multiplying the unit
                             price and quantity, the unit price will prevail and the total price shall be corrected by Company.
                         If there is discrepancy in the total arrived at Commercial Bid, correct total will be arrived at by
                             Company and the same will prevail over the total furnished in the Commercial Bid.
             2.    If the Bidder does not accept the correction of such errors as per the above criteria, their bid will be rejected
                   and the EMD will be forfeited.
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             3.        In the event the Bidder has omitted to quote for any line item in the commercial bid, Company would take the
                       highest price quoted by any of the participating Bidders as the cost, for such for arriving at the TCO for the
                       purpose of evaluation of the defaulting/deviating Bidders. However, the same shall be provided by the
                       defaulting/deviating Bidder, in case selected at no cost to Company for the period of the contract.
             4.        Company ascertains and concludes that everything as mentioned in the RFP documents circulated to the
                       Bidders and responded by the Bidders have been quoted for by the Bidders, and there will be no extra cost
                       associated with the same other than the cost quoted by the Bidder.
             5.        In the event Company has not asked for any quotes for alternative prices, and the Bidder furnishes the
                       alternative price in the Bidder's commercial bid, the higher of the prices will be taken for calculating and
                       arriving at the TCO. However, payment by Company will be made at the lower price.
             6.        The Appendix 02 ­ Commercial Bid is an indicative list of items used for the purpose of Bidder evaluation
                       through TCO. The availment quoted by the Bidders in the Appendix 02 ­ Commercial Bid will be decided by
                       Company based on the requirements from time to time during the period of the contract. The Bidder cannot
                       compel Company to avail any or all the items quoted by them in Appendix 02 ­ Commercial Bid. However for
                       the purpose of calculating of TCO, bid will be considered as fixed priced bid.
             7.        Company would like to expressly state that any assumptions, terms, conditions, deviations etc. which the
                       Bidder includes in any part of the Bidder's response to this RFP, will not be taken int o account either for the
                       purpose of evaluation or at a later stage, unless such assumptions, terms, conditions, deviations etc. have
                       been accepted by Company and communicated to the Bidder in writing. The Bidder at a later date cannot
                       make any plea of having specified any assumptions, terms, conditions, deviations etc. in the Bidder's response
                       to this RFP.
             8.        During the preliminary examination, Company will also verify whether the Bidder has responded in full to the
                       RFP or whether it is partial or conditional. The bids that are incomplete or conditional are liable to be
                       rejected.

7.0.       Evaluation Methodology

           A two stage process is adopted for selection of the vendor:
           Stage1: Eligibility cum Technical Bid
           Stage 2: Evaluation methodology for eligible bidder

                          Technical Bid Evaluation
                          Commercial Bid Evaluation
                          Weighted evaluation

           During evaluation of the Tenders, the Company, at its discretion, may ask the Vendor for clarification in respect of its
           tender. The request for clarification and the response shall be in writing, and no change in the substance of the
           tender shall be sought, offered, or permitted. The Company reserves the right to accept or reject any tender in whole
           or in parts without assigning any reason thereof. The decision of the Company shall be final and binding on all the
           vendors to this document and Company will not entertain any correspondence in this regard.

7.1.       Eligibility Bid

           Eligibility criterion for the Vendor to qualify this stage is clearly mentioned in Annexure 01 ­ Eligibility Criterion
           Compliance to this document. The vendor would need to provide supporting documents as part of the eligibility
           proof.

7.2.       Evaluation Methodology for Eligible Bidder

           After qualifying the eligibility criteria, the evaluation will be a three stage process. The stages are:

           Technical Bid Evaluation
           Commercial Bid Evaluation
           Weighted evaluation


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    The technical evaluation and the commercial evaluation shall have the weightage of 70% and 30% respectively and
    this weightage shall be considered for arriving at the successful bidder. The evaluation methodology vis-à-vis the
    weight-ages are as under:

o   Technical Bid Evaluation
    The vendor needs to achieve a cut ­ off score of 70 marks in this evaluation stage to be qualified for commercial bid
    opening. Only those vendors who achieve the specified cut ­ off scores would be short-listed for Commercial Bid
    Evaluation. Further the vendor must score a minimum of 80% compliance in Technical and Functional Specifications
    compliance separately. Even if the vendor meets the 70 mark cut-off and does not meet this criterion of 80%
    compliance, the vendor would have deemed not to be meeting the RFP Technical requirements. The Technical
    Proposal will be evaluated for technical this criterion of 80% compliance, the vendor would have deemed not to be
    meeting the RFP Technical requirements. The Technical Proposal will be evaluated for technical suitability and the
    criteria for evaluation of technical bids are as under:

                        #            Proposal Bid Evaluation                     Scores

                        2            Technical Bid                               100
                        Maximum Technical Proposal Bid Evaluation Score          100



o    Commercial Bid Evaluation

    The vendor who achieves the required cut ­ off technical score as part of technical evaluation shall be qualified for
    commercial bid opening. The commercial bid would be evaluated based on a "Total Cost of Ownership" (`TCO') basis.
    The key considerations of the TCO would be the total payouts for entire project through the contract period of 5
    years.

o   Weighted Evaluation:

                On the basis of the combined weighted score for technical and commercial evaluation, the bidders shall
                be ranked in terms of the total score obtained. The proposal obtaining the highest total combined score in
                evaluation of quality and cost will be ranked as H-1 followed by the proposals securing lesser marks as H-
                2, H-3 etc. The proposal securing the highest combined marks and ranked H-1 shall be recommended for
                award of contract.
                As an example, the following procedure can be followed:
                A score (S) will be calculated for all qualified bidders using the following formula:
                                 Clow/C X100 +T (1-X)
                C stands for discounted rate arrived basis of commercial evaluation;
                Clow stands for the lowest rate arrived basis of commercial evaluation.
                T stands for technical evaluation score and
                X is equal to 0.30.

                #           Bidder   Technical         Discounted       T * 0.70      [(Clow / C ) Score (S =
                                     Evaluation        Rate I           (A)           x 100] x A +B)
                                     Marks (T)                                        0.30 (B)
              1      AAA             75                120              52.5          25            77.5
              2      BBB             80                100              56            30            86
              3      CCC             90                110              63            27.3          90.3
    In the above example, Clow is 100.
    In the above example, CCC, with the highest score becomes the successful bidder (H1).
    In case of more than one vendor with equal highest score (S) upto three decimal, then number of decimal will be
    increased.




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           The Company may in its absolute discretion engage in discussion or negotiation with H1 bidder. The decisi on of the
           Company shall be final and binding on all the vendors to this document. The Company reserves the right to accept
           or reject an offer without assigning any reason whatsoever.

8.0.       Payment Terms
           The bidder must accept the payment terms proposed by the Company. The commercial bid submitted by the
           bidder must be in conformity with the payment terms proposed by the Company. Any deviation from the proposed
           payment terms would not be accepted. The Company shall have the right to withhold or deduct (in event of SLA
           breach) any payment due to the selected bidder, in case of delays or defaults on the part of the selected bidder.
           Such withholding of payment shall not amount to a default on the part of the C ompany. If any of the items /
           activities as mentioned in the price bid is not taken up by the Company during the course of the assignment, the
           Company will not pay the professional fees quoted by the vendor in the price bid against such activity / item.

           The payment will be released as follows:

8.1.       Payment Term:
           There shall be no escalation in the prices once the prices are fixed and agreed to by the Company and the selected
           bidder. Payment will be released by the Company as per above payment terms on submission of relevant
           documents.

           The Company will pay invoices within a period of 30 days from the date of receipt of undisputed invoices.
           Any dispute regarding the invoice will be communicated to the selected bidder within 15 days from the date of
           receipt of the invoice. After the dispute is resolved, Company shall make payment within 15 days from the date the
           dispute stands resolved.

9.0.       Terms & Conditions

       9.1.    General
                   The Company expects the vendor to adhere to the terms of this RFP document and would not accept any
                   deviations to the same.
                   The company expects that the vendor appointed under this RFP Document shall have the single point
                   responsibility for fulfilling all obligations and providing all deliverables and services required by Company.
                   Unless agreed to specifically by the Company in writing for any changes to the RFP document issued the
                   vendor responses would not be incorporated automatically in the RFP document.
                   Unless expressly overridden by the specific agreement to be entered into between the Company and the
                   vendor, the RFP document shall be the governing document for arrangement between the Company and the
                   selected vendor.

       9.2.    Indemnity

                     The Selected Vendor shall indemnify the company, and shall always keep indemnified and hold the Company,
                     its employees, personnel, officers, directors, (hereinafter collectively referred to as "Personnel") harmless
                     from and against any and all losses, liabilities, claims, actions, costs and expenses (including attorneys' fees)
                     relating to, resulting directly or indirectly from or in any way arising out of any claim, suit or proceeding
                     brought against the Company as a result of:
                     Company's authorized / bona fide use of the Deliverab les and /or the Services provided by selected Vendor
                     under this RFP; and/or
                     any act of commission or omission, fraud, negligence, breach on the part the selected Vendor and/or its
                     employees, agents, sub-contractors in performance of the obligations under this RFP; and/or any act of
                     omission of statutory requirement and/or
                     claims made by employees or subcontractors or subcontractors' employees, who are deployed by the
                     selected Vendor, against the company; and/or
                     claims arising out of employment, non-payment of remuneration and non-provision of statutory benefits by
                     the selected Vendor to its employees, its agents, contractors and sub-contractors



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              breach of any of the term of this RFP or breach of any representation or false representation or inaccurate
              statement or assurance or covenant or warranty of the selected Vendor under this RFP/subsequent
              agreement; and/or
              any or all Deliverables or Services infringing any patent, trademarks, copyrights or such other Intellectual
              Property Rights; and/or
              breach of confidentiality obligations of the selected Vendor contained in this RFP; and/or
              The acts, errors, representations, misrepresentations, willful misconduct or Negligence or gross misconduct
              attributable to the selected Vendor or its employees or sub-contractors under this RFP/subsequent
              agreement.
              Loss of data due to selected vendor provided facility or
              Any deficiency in the services of selected Bidder.
              Any transaction contemplated under this RFP/subsequent agreement.
              The provisions of this Clause shall survive the termination of RFP and subsequent Agreement made
              thereafter.

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

              However, (i) the selected Vendor shall take sole control of the defense and all related settlement negotiations
              (ii) the company provides will the selected Vendor with the assistance, information and authority reasonably
              necessary to perform the above and (iii) the Company does not make any statements or comments or
              representations about the claim without the prior written consent of the selected Vendor, except where the
              Company is required by any authority/regulator to make a comment/statement/representation.

9.3.    No liability
               All employees engaged by the Service Provider shall be in sole employment of the Service Provider and
                  the Service Provider shall be solely responsible for their salaries, wages, statutory payments etc. That
                  under no circumstances shall company be liable for any payment or claim or compensation (including but
                  not limited to compensation on account of injury/death/termination) of any nature to the employees and
                  personnel of the Service Provider.
               Company shall not be held liable for and is absolved of any responsibility or claim/litigation arising out of
                  the use of any third party software or modules supplied by the Service Provider as part of this Agreement.
               Under no circumstances Company shall be liable to the Service Provider for direct, indirect, incidental,
                  consequential, special or exemplary damages arising from termination of this project , even if Company
                  has been advised of the possibility of such damages, such as, but not limited to, loss of revenue or
                  anticipated profits or lost business

9.4.    Extension of Contract Post Expiry
              The Company desires to appoint the vendor for a total period specified in the RFP, considering the effort
                and investments required in the arrangement. However, understanding the complexities of the entire
                arrangement, Company would like to safe guard the interests of all the entities involved in the
                arrangement. Therefore, the Company would like to have options to revisit the arrangements and terms
                of contract as well as to re-price the same (rates similar or less than existing arrangement) after the
                contract expiry, if necessary.
              The Company expects the benefits from any unanticipated decrease in technology infrastructure costs,
                over the term of the contract due to reduction of prices, efficient use of IT infrastructure/reduction of
                statutory charges, etc. and operations management methods that yield more efficient operations, to be
                passed on through re-negotiation. No conflict between the Selected Bidder and the Company will cause
                cessation of services.



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9.5.    Termination of Contract
         I. Company shall have the option to terminate any subsequent agreement and / or any particular order, in
            whole or in part by giving Vendor at least 90 days prior notice in writing. It is clarified that the Vendor shall
            not terminate the subsequent Agreement for convenience.

              However the Company will be entitled to terminate subsequent agreement, if Vendor breaches any of its
              obligations set forth in this RFP and any subsequent agreement and

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

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

              The other Party becomes unable to pay its debt as they fall due or otherwise enters into any composition or
              arrangement with or for the benefit of its creditors or any class thereof; A liquidator or a receiver is appointed
              over all or a substantial part of the undertaking, assets or revenues of the other Party and such appointment
              continues for a period of twenty one (21) days;
              The other Party is subject of an effective resolution for its winding up other than a voluntary winding up for
              the purpose of reconstruction or amalgamation upon terms previously approved in writing by the other Party;
              or
              The other Party becomes the subject of a court order for its winding up.

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

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

         IV. Any other reason.

              Other Rights or Remedies
              Termination of the contract in whole or part is without prejudice to any other rights or remedies that either
              Party may have under the contract including the invocation of the performance guarantee by the Company,
              and does not affect any accrued rights or liabilities of either Party at the date of termination.







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              Effects of Termination
              Notwithstanding termination of the contract in whole or in respect of any part of the Services for any reason,
              the contract continues in force to the extent necessary to give effect to those of its provisions which expressly
              or implicitly have effect after termination; and
              Where Company terminates any Part of the Project, the parties shall continue to perform their respective
              obligations under the contract in connection with that portion of the Project in respect of which there has
              been no termination.

              Consequence of Termination
              If Company terminates the contract in whole or in respect of any part of the Project in accordance with its
              terms, it will incur no liability to the selected bidder as a result of such termination, other than:
               the charges or any other amounts due to selected bidder up to the date of termination;
               amounts payable for any Services already performed at the date of the termination;
               amounts payable for Services yet to be performed but which the parties agree not to terminate after
                   performance of those services; and
              The selected bidder understands the scale, tenure and criticality of this Project and that it would require
              tremendous commitment of financial and technical resources for the same from the selected bidder for the
              tenure of this tender and subsequent Agreement/Contract. The parties therefore agree and undertake that
              an exit at any point in time resulting due to expiry or termination of RFP and subsequent Agreement/Contract
              for any reason whatsoever would be a slow process over a period of six (6) months, after the completion of
              the notice period of three (3) months, and only after completion of the selected bidder's obligations under a
              reverse transition mechanism. During this period of Reverse Transition, the selected bidder shall continue to
              provide the Deliverables and the Services in accordance with this RFP and subsequent Agreement/Contract
              and shall maintain the agreed Service levels.
              Upon Company's request, with respect to (i) any agreements for maintenance, disaster recovery services or
              other third-party applications/solutions, and any Deliverables not owned by the selected Bidder, being used
              by the selected Bidder to provide the Services and (ii) the assignable agreements, selected Bidder shall, use its
              reasonable commercial endeavors to transfer or assign such agreements and selected Bidder's equipment to
              Company and its designee(s) on commercially reasonable terms mutually acceptable to both parties.
              Upon Company's request in writing, selected bidder shall be under an obligation to transfer to Company or its
              designee(s) the Deliverables being used by the selected bidder to perform the Services free and clear of all
              liens, security interests, or other encumbrances at a value calculated as stated.
              As part of the reverse transition services, Company shall have the right, and selected bidder shall not object to
              or interfere with such right, to contract directly with any selected bidder's subcontractor.
              Procedure for transition and migrating to the new appointed Bidder is as follows:
                    Time frame for parallel run
                    Skill transfer mechanism and in specific cases, the Loan management requirement
                    Reverse Transition Plan

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

              Warranties
               All the warranties held by or in the name of the selected bidder shall be assigned or transferred "As Is" in
                 the name of the Company. The selected bidder shall execute any and all such documents as may be
                 necessary in this regard.
               The parties shall return confidential information and will sign-off and acknowledge the return of such
                 confidential information.
               Selected bidder shall provide all other services as may be agreed to by the parties in connection with the
                 reverse transition services. However, in case any other services, in addition to the above are needed, the
                 same shall be scoped and reasonably priced. Reverse transition services shall be charged based on
                 selected bidder's then current time and materials rates.
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                    The selected bidder recognizes that considering the enormity of the assignment, the transition services
                    listed herein are only indicative in nature and the selected bidder agrees to provide all assistance and
                    services required for fully and effectively transitioning the services provided by the selected bidder under
                    this tender and subsequent agreement, upon termination or expiration thereof, for any reason
                    whatsoever.

9.6.     Compliance with Laws
       1.   Compliance with all applicable laws: The Bidder shall undertake to observe, adhere to, abide by, comply with
            and notify the Company about all laws in force or as are or as made applicable in future, pertaining to or
            applicable to them, their business, their employees or their obligations towards them and all purposes of this
            tender and shall indemnify, keep indemnified, hold harmless, defend and protect the Company and its
            employees/officers/staff/personnel/representatives/agents from any failure or omission on its part to do so
            and against all claims or demands of liability and all consequences that may occur or arise for any default or
            failure on its part to conform or comply with the above and all other statutory obligations arising there from.
       2.   Compliance in obtaining approvals/permissions/licenses: The Bidder shall promptly and timely obtain all such
            consents, permissions, approvals, licenses, etc., as may be necessary or required for any of the purposes of
            this project or for the conduct of their own business under any applicable Law, Government
            Regulation/Guidelines and shall keep the same valid and in force during the term of the project, and in the
            event of any failure or omission to do so, shall indemnify, keep indemnified, hold harmless, defend, protect
            and fully compensate the Company and its employees/officers/staff/personnel/ representatives/agents from
            and against all claims or demands of liability and all consequences that may occur or arise for any default or
            failure on its part to conform or comply with the above and all other statutory obligations arising there from
            and the Company will give notice of any such claim or demand of liability within reasonable time to the
            Bidder.
       3.   The Bidder is not absolved from its responsibility of complying with the statutory obligations as specified
            above. Indemnity would cover damages, loss or liabilities suffered by the Company arising out of claims made
            by its customers and/or regulatory authorities.

9.7.    Assignment
           1.   The selected bidder agrees that the selected bidder shall not be entitled to assign any or all of its rights
                and/or obligations under this tender and subsequent agreement to any entity including selected Bidder's
                affiliate without the prior written consent of the Company.
           2.   If the Company undergoes a merger, amalgamation, takeover, consolidation, reconstruction, change of
                ownership, etc., this RFP/contract shall be considered to be assigned to the new entity and such an act
                shall not affect the rights of the Company and the Bidder under this RFP.

9.8.    Insurance
             Any losses or damages caused by the bidder or any of there representative on site/client premise , bidder will
             be liable to pay. To prevent this will appreciate an insurance policy to be in place, which will be discussed with
             final shortlisted bidder.

9.9.    Inspection of Records
        All records of bidder with respect to any matters covered by this RFP shall be made available to the Company or its
        designees at any time during normal business hours, as often as the Company deems necessary, to audit, examine,
        and make excerpts or transcripts of all relevant data. Said records are subject to examination. Company would
        execute confidentiality agreement with the Bidder, provided that the auditors would be permitted to submit their
        findings to the Company, which would be used by the Company. The cost of the audit will be borne by the
        Company. The scope of such audit would be limited to Service Levels being covered under this RFP and subsequent
        contract, and financial information would be excluded from such inspection, which will be subject to the
        requirements of statutory and regulatory authorities. The Bidder's records and sites managed for the Company
        shall also be subject to Regulator/Company inspection.

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

9.11. Solicitation of Employees
      During the term of the Contract and for a period of two years after any expiration of the contract
      period/termination or cancellation of the Contract, both the parties agree not to hire, solicit, or accept solicitation
      (either directly, indirectly, or through a third party) for their employees directly involved in this contract during the
      period of the contract and two year thereafter, except as the parties may agree on a case-by-case basis. The parties
      agree that for the period of the contract and two year thereafter, neither party will cause nor permit any of its
      directors or employees who have knowledge of the agreement to directly or indirectly solicit for employment the
      key personnel working on the project contemplated in this proposal except with the written consent of the other
      party.

              The above restriction would not apply to either party for hiring such key personnel who
              1.   initiate discussions regarding such employment without any direct or indirect solicitation by the other
                   party; or
              2.   respond to any public advertisement placed by either party or its affiliates in a publication of general
                   circulation

9.12.    Visitorial Rights
              The Company and its authorized representatives, including Reserve Bank of India (RBI) or any other regulator
              shall have the right to visit any of the vendor's premises without prior Request for Proposal ­ Selection of
              notice to ensure that data provided by the Company is not misused. The selected bidder shall cooperate with
              the authorized representative/s of the Company and shall provide all information/ documents required by the
              Company.

9.13. Monitoring and Audit
      Compliance with security best practices may be monitored by various periodic security audits performed by or on
      behalf of the Company. The periodicity of these audits will be decided at the discretion of the Company. These
      audits may include, but are not limited to, a review of: access and authorization procedures, physical security
      controls, backup and recovery procedures, security controls and program change controls. To the extent that the
      Company deems it necessary to carry out a program of inspection and audit to safeguard against threats and
      hazards to the confidentiality, integrity, and availability of data, the selected bidder shall afford the Company's
      representatives access to the selected bidder's facilities, installations, technical resources, operations,
      documentation, records, databases and personnel. The selected bidder must provide the Company access to
      various monitoring and performance measurement systems (both manual and automated). The Company has the
      right to get the monitoring and performance measurement systems (both manual and automated) audited without
      prior approval/notice to the selected bidder.

9.14. Guarantees
      1. Bidder shall guarantee that the Services/software/solution and allied components used to service the
          Company are licensed and legal.
      2. The Bidder also undertakes to keep all the licenses in force till the expiry of the contract period by renewing
          them as and when necessary.

9.15. Force Majeure
      1. The Selected Bidder shall not be liable for forfeiture of its performance security, liquidated damages or
           termination for default, if any to the extent that its delay in performance or other failure to perform its
           obligations under the contract is the result of an event of Force Majeure.
           2.    For purposes of this Clause, "Force Majeure" means an event explicitly beyond the reasonable control
                 of the Selected Bidder and not involving the Selected Bidder's fault or negligence and not foreseeable.
                 Such events may be due to or as a result of or caused by act of God, wars, insurrections, riots, earth
                 quake and fire, revolutions, civil commotion, floods, epidemics, quarantine restrictions, trade embargos,
                 declared general strikes in relevant industries, satellite failure, act of Govt. of India, events not
                 foreseeable but does not include any fault or negligence or carelessness on the part of the parties,
                 resulting in such a situation. In the event of any such intervening Force Majeure, either party shall notify
                 the other in writing of such circumstances or the cause thereof immediately within five calendar days.
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               3.    Unless otherwise directed by the Company in writing, the Selected Bidder shall continue to perform its
                     obligations under the Contract as far as is reasonably practical, and shall seek all reasonable alternative
                     means for performance not prevented by the Force Majeure event.
               4.    In such a case the time for performance shall be extended by a period(s) not less than duration of such
                     delay. If the duration of delay continues beyond a period of three months, the Company and the
                     Selected Bidder shall hold consultations in an endeavor to find a solution to the problem.
               5.    Notwithstanding above, the decision of the Company shall be final and binding on the Selected Bidder.

9.16. Resolution of Disputes
           1.    The Company and the selected bidder shall make every effort to resolve amicably, by direct informal
                 negotiation between the respective project managers of the Company and the selected bidder, any
                 disagreement or dispute arising between them under or in connection with the contract.
           2.    If the Company project manager and Empanelled bidder's project manager are unable to resolve th e
                 dispute after thirty days from the commencement of such informal negotiations, they shall
                 immediately escalate the dispute to the senior authorized personnel designated by the selected bidder
                 and Company respectively.
           3.    If after thirty days from the commencement of such negotiations between the senior authorized
                 personnel designated by the selected bidder and Company, the Company and the selected bidder have
                 been unable to resolve amicably a contract dispute; either party may require that the dispute be
                 referred for resolution through formal arbitration.

9.17. Arbitration:-
           1.     Any dispute, controversy or claims arising out of or relating to this RFP, its validity, breach or
                  termination thereof, shall be settled by arbitration in accordance with the provisions of the Indian
                  Arbitration and Conciliation Act, 1996.
           2.     All questions, claims, disputes or differences arising under and out of, or in connection with the RFP/
                  subsequent contract or carrying out of the work whether during the progress of the work or after the
                  completion and whether before or after the determination, abandonment or breach of the RFP/
                  subsequent contract shall be referred to arbitration by a sole Arbitrator to be appointed by the Parties.
           3.     The place of arbitration shall be at Mumbai.
           4.     The arbitral procedure shall be conducted in the English and any award or awards shall be rendered in
                  English. The procedural law of the arbitration shall be the Indian law.
           5.     The award of the arbitrator shall be final and conclusive and binding upon the Parties, and the Parties
                  shall be entitled (but not obliged) to enter judgment thereon in any one or more of the highest courts
                  having jurisdiction. The Parties further agree that such enforcement shall be subject to the provisions
                  of the Indian Arbitration and Conciliation Act, 1996 and neither Party shall seek to resist the
                  enforcement of any award in India on the basis that award is not subject to such provisions.
           6.     The rights and obligations of the Parties under or pursuant to this Clause, including the arbitration
                  clause in this RFP, shall be under the exclusive jurisdiction of the courts located at Mumbai only.
           7.     If a notice has to be sent to either of the parties following the signing of the contract, it has to be in
                  writing and shall be first transmitted by facsimile transmission by postage prepaid registered post with
                  acknowledgement due or by a reputed courier service, in the manner as elected by the Party giving
                  such notice. All notices shall be deemed to have been validly given on (i) the business date immediately
                  after the date of transmission with confirmed answer back, if transmitted by facsimile transmission, or
                  (ii) the expiry of five days after posting if sent by registered post with A.D., or (iii) the business date of
                  receipt, if sent by courier.

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

9.19. Corrupt and Fraudulent practice
            1.     As per Central Vigilance Commission (CVC) directives, it is required that Bidders observe the highest
                   standard of ethics during the procurement and execution of such contracts in pursuance of this
                   policy.

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                2.       "Corrupt Practice" means the offering, giving, receiving or soliciting of anything of value to influence
                         the action of an official in the procurement process or in contract execution.
                3.       "Fraudulent Practice" means a misrepresentation of facts in order to influence a procurement
                         process or the execution of contract to the detriment of the Company and includes collusive practice
                         among Bidders (prior to or after bid submission) designed to establish bid prices at artificial non-
                         competitive levels and to deprive the Company of the benefits of free and open competition.
                4.       The Company reserves the right to reject a proposal for award if it determines that the Bidder
                         recommended for award has engaged in corrupt or fraudulent practices in competing for the
                         contract in question.
                5.       The Company reserves the right to declare a Bidder ineligible, either indefinitely or for a stated
                         period of time, to be awarded a contract if at any time it determines that the firm has engaged in
                         corrupt or fraudulent practices in competing for or in executing the contract.
                6.       The successful bidder will be required to enter into an integrity pact with the Company as per the
                         CVC guidelines. The integrity pact is available on the CVC website.

9.20. Waiver
          No failure or delay on the part of either party relating to the exercise of any right, power, privilege or remedy
          provided under this RFP or subsequent agreement/contract with the other party shall operate as a waiver of
          such right, power, privilege or remedy or as a waiver of any preceding or succeeding breach by the other
          party nor shall any single or partial exercise of any right, power, privilege or remedy preclude any other or
          further exercise of such or any other right, power, privilege or remedy provided in this RFP all of which are
          several and cumulative and are not exclusive of each other or of any other rights or remedies otherwise
          available to either party at law or in equity.

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

9.22. Addition/Deletion of Qualified Offerings
            1.     Both parties agree that the intent of this RFP is to establish an initial set of service offerings. The
                   Company recognizes that, as the use of these services expands, it is possible that additional services
                   and/or service categories will be needed.. Company may request a change order in the event of
                   actual or anticipated change(s) to the agreed scope of work, services, deliverables and schedules.
                   The selected bidder shall prepare a change order reflecting the actual or anticipated change(s)
                   including the impact on deliverables schedule. The selected bidder shall carry out such services as
                   required by the Company. The terms of the contract would apply to such incremental deliverables
                   and services.
            2.     The selected bidder shall agree that the price for incremental offering cannot exceed the original
                   proposed cost and the Company reserves the right to re-negotiate the price. At the unit rates
                   provided for TCO calculations, the Company has the right to order as much as it wants at those rates.
                   However, this excludes the hardware to be provided by the Bidder at their cost due to under sizing.
            3.     The Company is under no obligation to honor such requests to add service categories or amend this
                   contract.
            4.     As a method for reviewing selected bidder's services and Company requirements, the Company will
                   sponsor regular reviews to allow an exchange of requirements and opportunities.
            5.     All quantities mentioned in this RFP are indicative. The quantities of components to be procured as
                   part of this RFP can be varied by the Company. This also includes the right to modify the number of
                   source systems, targets, reports & statements, dash boards, score cards, concurrent users etc.

9.23. Service Level Agreement and Non-Disclosure Agreement
            1.       The selected vendor shall execute:



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                    a) Service Level Agreement (SLA), which must include all the services and terms and conditions of the
                       services to be extended as detailed herein, and as may be prescribed or recommended by the
                       Company
                    b) Non-Disclosure Agreement (NDA), the selected vendor shall execute the SLA and NDA within two
                       months the date of acceptance of letter of appointment or as intimated by the Company.
                    c) The stamp duty or any other associated charges to execute the above mentioned document shall be
                       borne by the successful bidder.

9.24. Liquidated Damages
      a.        Liquidated Damages and penalty
                 I. Company expects that the selected bidder complete the scope of the project as mentioned in section
                     6 ­ Project timeline of this document within the timeframe specified. Inability of the selected bidder
                     to either provide the requirements as per the scope or to meet the timelines as specified would be
                     treated as breach of contract and would invoke the penalty clause. Company at its discretion may
                     apply this rule to any major non-delivery, non-adherence, non-conformity, non-submission of agreed
                     or mandatory documents as part of the Project.
            II.        Thereafter, at the discretion of the Company, the contract may be cancelled. Company also has the
                       right to invoke the Performance Guarantee, Penalty Clause on delay which is not attributable to
                       Company and is attributable to the selected Bidder.
            III.       Inability of the selected bidder to provide services at the service levels defined would result in
                       breach of contract and would invoke the this clause .
            IV.        Notwithstanding anything contained above, no such penalty will be chargeable on the selected
                       bidder for the inability occasioned, if such inability is due to reasons entirely attributable to
                       Company.

9.25. Set Off
           Without prejudice to other rights and remedies available to the company it shall be entitled to earmark , set-
           off or adjust any amounts due to the company, under any clause of the RFP, from the selected bidder
           Provider against payments due and payable by the company to the selected bidder/Service Provider for the
           services rendered.
           The provisions of this Clause shall override all other clauses and shall survive the termination of this
           Agreement.

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

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

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

9.29. Confidentiality
            1.        "Confidential Information" means any and all information that is or has been received by the
                      selected bidder ("Receiving Party") from the Company ("Disclosing Party") and that relates to the

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                            Disclosing Party; and is designated by the Disclosing Party as being confidential or is disclosed in
                            circumstances where the Receiving Party would reasonably understand that the disclosed
                            information would be confidential or is prepared or performed by or on behalf of the Disclosing
                            Party by its employees, officers, directors, agents, representatives or consultants.
                2.          Without limiting the generality of the foregoing, Confidential Information shall mean and include
                            any information, data, analysis, compilations, notes, extracts, materials, reports, drawings,
                            designs, specifications, graphs, layouts, plans, charts, studies, memoranda or other documents, or
                            materials relating to the licensed software, the modules, the program documentation, the source
                            codes, the object codes and all enhancements and updates, services, systems processes, ideas,
                            concepts, formulas, methods, know how, trade secrets, designs, research, inventions , techniques,
                            processes, algorithms, schematics, testing procedures, software design and architecture,
                            computer code, internal documentation, design and function specifications, product
                            requirements, problem reports, analysis and performance information, business affairs, projects,
                            technology, finances (including revenue projections, cost summaries, pricing formula), clientele,
                            markets, marketing and sales programs, client and customer data, appraisal mechanisms, planning
                            processes, etc. or any existing or future plans, forecasts or strategies in respect thereof.
               3.           "Confidential Materials" shall mean all tangible materials containing Confidential Information,
                            including, without limitation, written or printed documents and computer disks or tapes, whether
                            machine or user readable. Information disclosed pursuant to this clause will be subject to
                            confidentiality forever.
               4.           Nothing contained in this clause shall limit the selected bidder from providing similar services to
                            any third parties or reusing the skills, know-how and experience gained by the employees in
                            providing the services contemplated under this clause, provided further that the selected bidder
                            shall at no point use the Company's confidential information or Intellectual property.
               5.           The Receiving Party shall, at all times regard, preserve, maintain and keep as secret and
                            confidential all Confidential Information and Confidential Materials of the Disclosing Party
                            howsoever obtained and agrees that it shall not use the Company's confidential information or
                            IPR, without obtaining the written consent of the Company.

9.30. Disclosing Party
            I.         The Disclosing Party shall disclose, transmit, reproduce or make available any such Confidential
                       Information and materials to any person, firm, company or any other entity other than its
                       directors, partners, advisers, agents or employees, sub-contractors and contractors who need to
                       know the same for the purposes of maintaining and supporting the solution provided as a part of
                       the RFP/ Contract. The Receiving Party shall be responsible for ensuring that the usage and
                       confidentiality by its directors, partners, advisers, agents or employees, sub-contractors and
                       contractors is in accordance with the terms and conditions and requirements of this RFP; or
            II.        Unless otherwise agreed herein, use of any such Confidential Information and materials for its
                       own benefit or the benefit of others or do anything prejudicial to the interests of the Disclosing
                       Party or its customers or their projects.
            III.       In maintaining confidentiality hereunder, the Receiving Party on receiving the Confidential
                       Information and materials agrees and warrants that it shall:
                     a.       Take at least the same degree of care in safeguarding such Confidential Information and
                              materials as it takes for its own confidential information of like importance and such degree
                              of care shall be at least, that which is reasonably calculated to prevent such inadvertent
                              disclosure
                     b.       Keep the Confidential Information and Confidential Materials and any copies thereof secure
                              and in such a way so as to prevent unauthorized access by any third party
                     c.       Limit access to such Confidential Information and materials to those of its directors,
                              partners, advisers, agents or employees, sub-contractors and contractors who are directly
                              involved in the consideration/evaluation of the Confidential Information and bind each of
                              its directors, partners, advisers, agents or employees, sub-contractors and contractors so
                              involved to protect the Confidential Information and materials in the manner prescribed in
                              this document
                     d.       Upon discovery of any unauthorized disclosure or suspected unauthorized disclosure of
                              Confidential Information, promptly inform the Disclosing Party of such disclosure in writing

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                                    and immediately return to the Disclosing Party all such information and materials, in
                                    whatsoever form, including any and all copies thereof
               IV.          The Receiving Party who receives the Confidential Information and Materials agrees that on
                            receipt of a written demand from the Disclosing Party, immediately return all written Confidential
                            Information, Confidential Materials and all copies thereof provided to, or produced by it or its
                            advisers, as the case may be, which is in Receiving Party's possession o r under its custody and
                            control
               V.           To the extent practicable, immediately destroy all analyses, compilations, notes, studies,
                            memoranda or other documents prepared by it or its advisers to the extent that the same contain,
                            reflect or derive from Confidential Information relating to the Disclosing Party
               VI.          So far as it is practicable to do so, immediately expunge any Confidential Information relating to
                            the Disclosing Party or its projects from any computer, word processor or other device in its
                            possession or under its custody and control
               VII.         To the extent practicable, immediately furnish a certificate signed by its director or other
                            responsible representative confirming that to the best of his/her knowledge, information and
                            belief, having made all proper enquiries, the requirements of this paragraph have been fully
                            complied with
               VIII.        The rights in and to the data/information residing at the Company's premises, even in the event of
                            disputes shall at all times solely vest with the Company
               IX.          The Bidder represents and agrees that during the term of this RFP and subsequent contract, the
                            Company shall not be responsible for any loss/damage (including malfunctioning or non-
                            functioning of Deliverables) caused to the Deliverables for any reason, unless such loss/damage
                            (including malfunctioning or non-functioning of Deliverables) is caused due to the willful act or
                            gross willful misconduct of the Company or any of its personnel as certified jointly by the Company
                            and Selected bidder. In such an event, the selected bidder shall promptly repair and/or replace the
                            non-performing Deliverable with a suitable replacement, if required, without affecting the service
                            level standards in this RFP.
               X.           The restrictions in the preceding clause shall not apply to:
                            a.      Any information that is publicly available at the time of its disclosure or becomes publicly
                                    available following disclosure (other than as a result of disclosure by the Disclosing Party
                                    contrary to the terms of this document); or any information which is independently
                                    developed by the Receiving Party or acquired from a third party to the extent it is acquired
                                    with the valid right to disclose the same
                            b.      Any disclosure required by law or by any court of competent jurisdiction, the rules and
                                    regulations of any recognized stock exchange or any enquiry or investigation by any
                                    governmental, statutory or regulatory body which is lawfully entitled to require any such
                                    disclosure provided that, so far as it is lawful and practical to do so prior to such disclosure,
                                    the Receiving Party shall promptly notify the Disclosing Party of such requirement with a
                                    view to providing the Disclosing Party an opportunity to obtain a protective order or to
                                    contest the disclosure or otherwise agree to the timing and content of such disclosure.
               XI.          The Confidential Information and Materials and all copies thereof, in whatsoever form shall at all
                            times remain the property of the Disclosing Party and its disclosure hereunder shall not confer on
                            the Receiving Party any rights whatsoever beyond those contained in this document or
                            subsequent agreement
               XII.         Confidential Information is any and all proprietary information disclosed by one party to the other.
                            Confidential Information does not include information that is or becomes available to the recipient
                            prior to the party providing such information or is public information in accordance with the
                            applicable laws.
               XIII.        The selected bidder shall also undertake to keep confidential all information (written or oral)
                            concerning all facts of the business of the Company, which has been obtained or understood
                            during the course of the assignment.

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



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      RFP for Appointment of Audit firm for conducting Internal Audit & ICFR

      9.31. Grievance Redressal
                 Any vendor who claims to have a grievance against a decision or action with regards to the provisions of this
                 RFP may file a request to The VP (Finance & Accounts) at finance@bobfinancial.com. It may please be noted
                 that the grievance can be filed by only that vendor who has participated in Procurement proceedings in
                 accordance with the provisions of this RFP.

--------------------------------------------------------End of the Document-----------------------------------------------------




                                                                                                                                   Page 35 of 36
RFP for Appointment of Audit firm for conducting Internal Audit & ICFR



                                                          Annexures & Appendices
        List of Annexures:

       Annexure 01                     Eligibility Criteria

       Form 1                          Firm Profile

       Form 2                          Details of partners

       Form 3                          Internal audit experience.



        List of Appendices:

       Appendix 01                     Technical Bid

       Appendix 02                     Commercial Bid

       Appendix 03                     Authorization letter format for bid opening

       Appendix 04                     Bid undertaking letter

       Appendix 05                     Pre- Integrity Pact

       Appendix 06                     Comments on T&C

       Appendix 07                     Conformity letter

       Appendix 10                     Pre Bid query format




                                                                                     Page 36 of 36

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