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General Insurance Corporation Of India, Mumbai - Maharashtra
August, 21st 2018
                      NOTICE INVITING E-TENDER




                
      General Insurance Corporation of India
                           Suraksha, 170, J. Tata Road,
                          Churchgate, Mumbai ­ 400 020.
                             +91 22 22867730
                       E-mail auditteam@gicofindia.com



                    REQUEST FOR PROPOSAL (RFP)
                                    FOR
  APPOINTMENT OF FIRM OF CHARTERED ACCOUNTANTS FOR
CERTIFICATION OF INVESTMENT RISK MANAGEMENT SYSTEMS &
                     PROCESS (IRMSP)




Tender Ref: IAD/2018-19/002

Date of Issue: July 30, 2018

Submit before: August 28, 2018; 05:30 PM



                                                          Page 1 of 36
DISCLAIMER
This E-Tender document is not an agreement or offer by General Insurance Corporation of India
(hereinafter to be referred as GIC Re) to the prospective Bidders or any other party. The purpose
of this E-Tender document is to provide interested parties with information to assist the formulation
of their Bid.

This E-Tender document and the information contained therein are to be used only in the manner
prescribed.

While This E-Tender document has been prepared in good faith, neither GIC Re nor its employees
make any representation or warranty express or implied as to the accuracy, reliability or
completeness of the information contained in This E-Tender document.




                                                                                         Page 2 of 36
CONTENTS

DISCLAIMER ............................................................................................................................................................ 2
LETTER OF INVITATION ........................................................................................................................................... 4
TIMELINE................................................................................................................................................................. 4
ELIGIBILITY AND MANDATORY PRE-QUALIFICATION CRITERIA. ............................................................................. 5
TERMS AND CONDITIONS ....................................................................................................................................... 6
METHOD OF E-TENDERS SUBMISSION ................................................................................................................. 10
BID EVALUATION CRITERIA AND SELECTION PROCEDURE ................................................................................... 13
STANDARD FORMATS (PROFORMA) FOR TECHNICAL AND FINANCIAL PROPOSAL. ............................................ 14
ANNEXURE 1 - PROFORMA FOR TECHNICAL BID .................................................................................................. 14
ANNEXURE 2 - PROFORMA FOR FINANCIAL BID ................................................................................................... 16
ANNEXURE 3 - SCOPE OF AUDIT ........................................................................................................................... 17
ANNEXURE 4 - DRAFT AGREEMENT ...................................................................................................................... 18
ANNEXURE 5 ­ FORMAT OF RECIPROCAL NON-DISCLOSURE AGREEMENT ......................................................... 24
ANNEXURE 6 ­ DECLARATION FORMAT ............................................................................................................... 30
ANNEXURE 7 ­ CHECKLIST .................................................................................................................................... 31
ANNEXURE 8 ­ E-TENDER PROCESS ...................................................................................................................... 32
ANNEXURE 9 ­ FORMAT OF PERFORMANCE BANK GUARANTEE ......................................................................... 34




                                                                                                                                                        Page 3 of 36
                        REQUEST FOR PROPOSAL (RFP)
                                                 FOR
   APPOINTMENT OF FIRM OF CHARTERED ACCOUNTANTS FOR
 CERTIFICATION OF INVESTMENT RISK MANAGEMENT SYSTEMS &
                      PROCESS (IRMSP)
LETTER OF INVITATION

General Insurance Corporation of India, GIC Re (A Govt. Of India Undertaking) invites applications
from Chartered Accountant firms, for Certification of Investment Risk Management Systems &
Process, as per the 'Technical Guide on review and certification of Investment Risk Management
Systems & Process of Insurance Companies' issued by the Institute of Chartered Accountants of
India (ICAI) in consultation with IRDA. The Scope of Audit is as per Annexure ­ 3.


TIMELINE

The following shall be the time schedule for completion of the bidding process

  Sr. No.                             Event                             Schedule, Date / Time

      1.      Date of issue of RFP                                    July 30, 2018

              Last Date for submission of queries*/ request for
              clarification from bidders through email.
      2.                                                              August 13, 2018
              (No queries will be accepted on telephone or through
              any means other than e-mail.)

              Uploading of Clarification/Amendment/Modification
      3.                                                              To be displayed on website.
              to E-Tender Document.

                                                                      17:30 Hrs.
      4.      Last date of Bid submission
                                                                      August 28, 2018

      5.      Date of Opening of Financial Bid                        To be displayed on website.

      6.      Result of Financial (Price) Bid of Qualified Bidder     To be displayed on website.



*Queries are to be submitted at E-mail: auditteam@gicofindia.com Clarifications on queries will be
uploaded on the GIC Re website http://www.gicofindia.com after last date of receipt of queries.

Detailed RFP (non-transferable) covering eligibility requirements, technical specifications and terms
& conditions may be obtained by downloading from the GIC Re website i.e. www.gicofindia.com,
from July 30, 2018. Tender document is also available on GIC Re's e-procurement website with link
as https://gicre.eproc.in/




                                                                                         Page 4 of 36
ELIGIBILITY AND MANDATORY PRE-QUALIFICATION CRITERIA.
  1. The Chartered Accountant firm shall be a Firm, registered with the Institute of Chartered
     Accountants of India (ICAI).

  2. The Audit Firm should have an experience of at least four years, in conducting reviews of Risk
     Management Systems and Process of either Banks or Mutual Funds or Insurance Companies
     or have, on behalf of IRDA conducted Investment Inspection of Insurance Companies.

  3. On the date of appointment as an Auditor for certifying Investment Risk Management
     Systems and Process, the Auditor must not hold more than two audits of Internal, Concurrent
     and Risk Management Systems Audit, all taken together. Hence, the Audit firm, can at the
     maximum hold not more than three Audits (i.e., Investment Risk Management Systems and
     Process Audit, Internal Audit, Concurrent Audit ­ all taken together), apart from Statutory
     Audits at any point of time. For this purpose, at the time of appointment, GIC Re shall obtain
     a declaration to this effect from the firm of Chartered Accountants. GIC Re shall file with
     IRDA, the confirmation obtained from the Chartered Accountant firm, within 7 days of such
     appointment.

  4. The Firm should not have been prohibited/debarred/blacklisted by any regulating
     Authority/Agency including IRDA, RBI, SEBI, ICAI, C&AG etc.

  5. The Auditor appointed for certifying the Investment Risk Management Systems and Process
     should not have conducted the following assignments for GIC Re, for a period of two years
     immediately preceding this appointment:

            ·   Statutory Audit

            ·   Any Internal Audit

            ·   Any Concurrent Audit

            ·   Any Consulting assignment, whether or not related to Audit Functions and Reviews
                or Certification of Investment Risk Management Systems and Processes.

   6. Any partner/employee of the firm must have DISA (Diploma in Information System Audit)
      qualification.

  7. The firm should be Category I as per RBI Guidelines valid for current/previous financial year
     i.e. FY 2018-19/FY 2017-18, as the case may be.

  8. The firm should be empaneled by CAG for current/previous Financial Year i.e. FY 2018-19/FY
     2017-18, as the case may be.

  9. Firm should be specialized in the work of Internal Audit and the turnover from the audit
     function during the last financial year i.e. FY 2017-18 should not be less than  5.00 Crores.

  10. The firm must have their Branch / Office in Mumbai from where the firm should operate.

  11. The Firm should be adept in compliance of Indian laws. They should be well versed with
      compliance of all relevant guidelines of IRDA, CAG and other regulations applicable to
      Insurance industry.

  12. The Firm should not be owned by any of the relatives of the GIC Re Officials. Also, none of
      the officials of GIC Re should have vested interest in the Applicant Firm.

  13. The Firm or its partners should not possess any place of profit in GIC Re.



                                                                                       Page 5 of 36
  14. The firm/partner/director should not have any place of profit with Investment Intermediaries
      of GIC Re.

  15. The CA firm will carry out the Audit according to the Guidance Notes issued from time to time
      by IRDA and Institute of Chartered Accountants of India (ICAI) for effective Audit.


TERMS AND CONDITIONS

  1. The Corporation reserves the right to reject any or all offers without assigning any reason.
     The Corporation may decide to not to avail of any services from any bidder as a consequence
     of this tender. The corporation also reserves the right to re-issue or re-commence the entire
     bid process without the applicants having the right to object. Any decision of the Corporation
     in this regard shall be final, conclusive and binding on the Bidders.

  2. RIGHT TO REJECT BIDS.

      The Bidders are advised to submit the e-Tenders strictly based on the terms and conditions
      and specifications contained in the RFP including amendments, if any, issued by GIC Re prior
      to submission of e-Tenders. The formats prescribed in the RFP should be scrupulously
      followed by the Bidders. E-Tender that do not comply with the terms and conditions are
      liable for rejection.

      GIC Re reserves the absolute and unconditional right to reject any response to this E-Tender
      if it is not in accordance with its requirements and no correspondence will be entertained by
      GIC Re in the matter.

       The bid is liable to be rejected if:

           ·   It is not in conformity with the requirements/instructions mentioned in this Tender
               document.

           ·   It is not properly/duly signed and stamped.

           ·   It is received after expiry of the due date and time.

           ·   It is incomplete including non-furnishing of the required documents / information
               as required in terms of this Tender.

           ·   It is evasive or contains incorrect information.

           ·   There is canvassing of any kind.

           ·   Bid having Conflict of Interest.

                     (A bidder may be considered in a conflict of interest with one or more
                     bidders in the same bidding process under this RFP if they have a
                     relationship with each other, directly or indirectly, through a common
                     firm, that puts them in a position to have access to information or
                     influence the Bid of another bidder.)

           ·   Bidder delays in submission of additional information or clarifications sought by GIC
               Re.

  3. The Firms will be qualified based on assessment as per Technical Bids. The Financial Bids
     of those technically qualified firms only will be opened.

  4. Technical Bid and Financial Bid is to be signed by Authorized Partner/Signatory on each
     page of tender document. Please refer to the proforma of the Authorized signatory at
     Annexure ­ 6.

  5. It is construed that the bidder has read all the terms and conditions before submitting
     his/her bid.



                                                                                         Page 6 of 36
6. A Bidder shall submit only one proposal/bid, either individually or as a joint venture in
   another proposal/bid. If a Bidder including a joint venture partner submits or participates
   in another proposal/bid, all such proposals/bids shall be disqualified.

7. Any billing linked to GIC Re's Assets and/or Revenue will disqualify the bidder.

8. CLARIFICATIONS AND AMENDMENTS TO TENDER DOCUMENT
     Prospective bidders may seek clarification on the Tender document by email till the date
     and time mentioned in the "Timeline".

     It may be noted that all queries, clarifications, questions etc., relating to this Tender
     Document, technical or otherwise, must be in writing only and should be addressed to the
     nominated point of contact as mentioned below:

                                Internal Audit Department
                                   auditteam@gicofindia.com
     GIC Re may, for any reason, whether at its own initiative or in response to clarification(s)
     sought from prospective bidders, modify the Tender document contents by amendment
     /corrigendum. Clarification / Corrigendum /Amendment, if any, will be notified in the
     websites. No individual communication would be made in this respect.

9. CANCELLATION OF TENDER PROCESS
     GIC Re reserves the right to cancel the tender process partly or fully at its sole discretion
     at any stage without assigning any reason to any of the participating bidders.

10. ADHERENCE TO TERMS AND CONDITIONS
     The Bidders who wish to submit responses to this Tender should note that they should abide
     (in true intent and spirit) by all the terms and conditions contained in the Tender. If the
     responses contain any extraneous conditions put in by the bidders, such proposals may be
     disqualified and may not be considered for the selection process.

11. EXECUTION OF PRINCIPAL AGREEMENT AND NON-DISCLOSURE AGREEMENT
    The selected Bidder will be required to execute (a) Principal Agreement (PA) (Annexure ­
    4), 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 GIC Re and (b)
    Nondisclosure Agreement (NDA) (Annexure ­ 5). The selected Bidder will be required to
    execute the PA and NDA on completion of the required processes as outlined herein.

12. ADHERENCE TO STANDARDS/COMPLIANCE WITH LAWS

    The selected Bidder should adhere and comply with all the applicable laws of land and rules,
    regulations and guidelines prescribed by various regulatory, statutory and Government
    authorities of India. The selected Bidder shall also adhere to the professional standards as
    prescribed by the Institute of Chartered Accountants of India (ICAI).

13. ASSIGNMENT

    Neither the contract nor any rights granted under the contract can be sold, leased, assigned,
    or otherwise transferred, in whole or in part, by the selected Bidder. The selected Bidder
    shall not subcontract or permit anyone other than its personnel to perform any of the work,
    service or other performance required of the selected Bidder under the contract. Formation
    of consortium or association of Audit firm and engaging sub consultants is not allowed and
    such proposals will be disqualified at the evaluation stage itself.

14. PERIOD OF CONTRACT
    The firm who is declared L­1 on the basis of Financial Bid shall provide ONE-time service
    as defined in "Annexure ­ 3: Scope of Work" to GIC.


                                                                                      Page 7 of 36
15. OUT OF POCKET EXPENSES
    The Travelling Expenses, Lodging and Boarding and all related expenses of the Audit Team
    to be borne by the CA Firm. No extra payment will be admissible other than Audit fees
    quoted by the Firm.
16. AUDIT SCOPE & REQUIREMENTS
       ·   Audit is to be conducted at Mumbai Corporate Office. The entire audit work is to be
           carried out by the CA firm at our Head office at the following addresses.


                                                   GIC Re
              1.                          "Suraksha Building"
                           170, J. Tata Road, Churchgate, Mumbai ­ 400 020.




                                                   GIC Re
                                      "ORIENTAL HOUSE", 1st Floor
              2.
                            7, J. Tata Road, Churchgate, Mumbai ­ 400 020.



       ·   Technical requirement and scope of audit is as per Annexure ­ 3.

       ·   It is compulsory for firm to depute at least one qualified Chartered Accountant having
           DISA qualification for auditing and the size of audit team may be decided by the CA
           firm commensurate with scope & other requirement.

       ·   The time line for submission of report will be within 15 days of completion of audit.


17. PAYMENT OF AUDIT FEES:
    The Audit Fees shall be payable on satisfactory completion of audit and submission of final
    audit report.

18. TERMINATION:
    The Contract of Appointment of the Audit Firm may be terminated, in case it is found at
    later stage that the audit firm does not comply with eligibility requirements.

19. GOOD FAITH STATEMENT
    All information provided by GIC Re in this RFP is offered in good faith. Individual items are
    subject to change at any time. GIC Re makes no certification that any item is without error.
    GIC Re is not responsible or liable for any resulting claims by use of this information.

20. PERFORMANCE BANK GUARANTEE (PBG)
    The successful Bidder shall at its own expense provide a Performance Bank Guarantee
    (PBG) to GIC Re at the rate of 10% of the total Financial Bid Value for performance
    guarantee within 7 days from the receipt of notification of award of the contract from GIC
    Re, which shall be an unconditional, irrevocable and continuing Performance Bank
    Guarantee (PBG) from a nationalized bank acceptable to GIC Re, payable on demand, for
    the due performance and fulfillment of this Agreement. PBG should be submitted in the
    format given in Annexure ­ 9. GIC Re reserves the right to amend/ modify/ delete all or
    any of the terms set out in the draft PBG.

21. VALIDITY OF E-TENDERS
    Bids should be valid for acceptance for a minimum period of at least 90 (Ninety) days from
    the date of opening of e tender. The validity may be extended by mutual consent. E -
    Tenders with lesser validity period would be rejected.

                                                                                     Page 8 of 36
22. The e tenders and all supporting documentation submitted by the bidder as part of the RFP
   response shall become the property of GIC Re.

23. GIC Re will not be held responsible for any technical snag or network failure during on-line
   bidding.






24. It is the bidder's responsibility to comply with the system requirement i.e. hardware,
   software and internet connectivity at bidder's premises to access the e -tender website.

25. GIC Re shall not be liable to the bidders for any direct / indirect loss or damages incurred
   by them arising out of incorrect use of the e-tender system or internet connectivity failures
   under any circumstances.

26. COMMUNICATION
   Verbal communication shall not be effective unless formally confirmed in writing by GIC Re.
   In no case shall verbal communication govern over written communication.
   Formal Communications shall include, but are not limited to:

       a.   Questions concerning this RFP: Questions must be submitted in writing via the email
            address provided

       b.   Errors and omissions in this RFP and enhancements: Bidders shall bring to GIC Re
            any discrepancies, errors, or omissions that may exist within this Tender. With
            respect to this RFP, Bidders can recommend to GIC Re any enhancements that might
            be in the best interests of GIC Re. These recommendations must be submitted via
            e-mail and be received by August 13, 2018.

   GIC Re will make a good-faith effort to provide a written response to each question or
   request for clarification. Written responses will be uploaded on GIC Re Website.

27. BIDDER'S UNDERSTANDING OF THE RFP
   In responding to this RFP, the Bidder accepts the full responsibility to understand the RFP in
   its entirety, and in detail, including making any inquiries to GIC Re as necessary to gain such
   understanding. GIC Re reserves the right to disqualify any Bidder who demonstrates less
   than such understanding. Further, GIC Re reserves the right to determine, at its sole
   discretion, whether the Bidder has demonstrated such understanding. That right extends to
   cancellation of contract/award if it has been made. Such disqualification and/or cancellation
   shall be at no fault, cost, or liability whatsoever to GIC Re.




                                                                                      Page 9 of 36
METHOD OF E-TENDERS SUBMISSION


  A. BINDING TO ALL TERMS & CONDITIONS:
      The bidders are advised to submit the e- tenders strictly based on the terms and conditions
      and specifications contained in the RFP/ e-tender document including amendments, if any,
      issued by GIC Re prior to submission of e-tender. The formats prescribed in the e-tender
      documents should be scrupulously followed by the bidders. E-Tender bids that do not comply
      with the terms and conditions are liable for rejection.


  B. METHOD OF e-TENDER SUBMISSION:
  1. The e-bidders are required to submit their respective E-Tenders as per the instructions given
     in Annexure ­ 8.

  2. All Bids are to be submitted online on the website https://gicre.eproc.in as e­tenders
     (hereinafter referred to as bids/e-tenders). No bid shall be accepted off-line. The bids shall
     be received only "online" on or before the scheduled date and time of bid submissi on.

  3. Technical Bid as per Annexure -1 and other documents sought along with the technical bid
     are to be uploaded online.

  4. Financial bid as per Annexure ­ 2 is to be submitted online.

  5. In the e-tender system, after uploading the bid, the bidder need not send any documents
     (hard copy) to the tender inviting authority before opening of technical bid/price bid. If
     required, after opening of bid, the authenticity of the uploaded documents would be verified
     by the tender inviting authority.

  6. Technical details must be completely filled in. 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" "negotiable", "to be discussed" is not
     acceptable. GIC Re may treat such e-tenders as not adhering to the RFP guidelines and as
     unacceptable.

  7. The bidder has to submit the bid document online well in advance before the prescribed time
     to avoid any delay or problem during the submission process.

  8. In case of any technical assistance on bid preparation/submission, login, registration, etc.,
     kindly contact the following team:

    HELPDESK NOS ARE OPEN BETWEEN 1000 HRS to 1800 HRS IST
    (MONDAY TO FRIDAY (Exclusions: GIC Re HOLIDAYS))
    Contact Nos. and email IDs for helpdesk officers
    Dedicated email              gicresupport@c1india.com
                                 (Please email your issues before you call helpdesk. This will
                                 help us serving you better.)
    Global support number        +91-22-66865600
    Dedicated helpdesk for GIC Re Suppliers
                 Name                         Email                      Phone Numbers
    Mayur Phakale                mayur.phakale@c1india.com               +91-22-66865633
    Sachin Toraskar              sachin.toraskar@c1india.com             +91-22-66865610
    Fairlin Jivin                fairlin.jivin@c1india.com               +91-22-66865603
    Escalation Level
    Deeksha More                 deeksha.more@c1india.com                        -



                                                                                      Page 10 of 36
   9. Bidding firm to provide its Account Bank details


        Sr. No.     Particulars                          Details

            1.      Type of Account

            2.      Account Number

            3.      Name of Bank

            4.      Name of Branch

            5.      Address of Branch

            6.      MICR Code

            7.      IFSC Code

      Please provide documentary proof of all information provided. For details, attach
      additional sheets, if required.
   Interested Firm of Chartered Accountants (Eligible as Above), shall submit their bid as per
   E-Tender Process in Annexure ­ 8.

   C. OPENING OF TENDERS:

   Bidder should follow the server time being displayed on bidder's dashboard at the top of the
   tender site, which shall be considered valid for all actions of bid preparation, bid submission,
   bid opening etc., in the e-tender system.

   After evaluation of bid, all the bidders will get the information regarding bid status.
   Thereafter, a system generated email confirmation will be sent to all bidders. The bidders
   can check information regarding the status of their tender on e-procurement portal. Award
   of contract will be issued separately to the successful bidder.

Technical Bid


   Technical Bid to contain the following mandatory details/documents:

            i. Covering Letter with Name and Registered Address of the Firm,
            ii. Full name of Contact Person (s), their Contact Numbers (landline and
                mobile) & Email ID,
           iii. Full Name of all Directors/Partners, with details of qualifications along with
                membership no. and experience and contact details of firm,
           iv.    Profile of the Firm, with specific mention of all particulars like year of
                  establishment/Registration,
            v.    List of major clients including Insurance Companies, past and present, with
                  details of Period of Audit and Nature of Audit,
           vi.    Work Plan for conducting the Audit assignment and methodology of its
                  implementation.
          vii. Self-Attested Copy of ICAI Registration Certificate,
          viii. Self-Attested Copy of RBI Category I Certificate of current/previous year,
                as applicable,

                                                                                         Page 11 of 36
            ix.   Self-Attested Copy of C&AG Empanelment Certificate of current/previous
                  year, as applicable,
             x.   Self-Attested Copy of Profit & Loss Account and Balance Sheet of the Firm
                  for the last 3 (three) financial years,
            xi.   Evidence of Turnover more than  5 crore from Audit Operations,
            xii. Self-Attested Copy of Certificate of Practice.
           xiii. Self-Attested Copy of DISA Qualification.
           xiv.   Self-Declaration in the enclosed format (Annexure ­ 6).
            xv.   Checklist in the enclosed format (Annexure ­ 7).


             All the documents enclosed with the offer document to be serially
             numbered and duly signed and sealed by the firm or authorized partner.

             The Technical Bid NOT to contain any details of Financial Bid.

             Non-submission of all required documents shall lead to disqualification.




Financial Bid


Financial Bid to contain the following.

The Fees for the assignment should be all inclusive of applicable taxes, other expenses, if
any, in the given format.

The Technical Bid/Financial Bid NOT to be submitted in the format of a Legal
Agreement.




                                                                                       Page 12 of 36
BID EVALUATION CRITE RIA AND SELECTION PROCEDURE

EVALUATION METHOD

The tender will be evaluated/scrutinized on the basis of copies of documents submitted along with
the Tender and fulfilment of specific/mandatory Terms and Conditions. The evaluation process
comprises the following steps:

      1. Documents containing Pre-Qualification cum Technical bid would be opened on the
         specified date and time.

      2. The documents submitted by the bidders would be evaluated by the Technical
         Committee of GIC Re.

      3. Bidders who are found to be Technically qualified will be shortlisted for opening of Financial
          Bids.

      4. Financial bids would be opened on the specified date and time of only those bidders who have
          been Technically qualified.

      5. The bidder with the lowest quote will be identified as the successful bidder.

      If for any reason the Bid of any Successful Bidder (L1) is rejected, GIC Re may, at its
      discretion:

            i. Consider the next lowest Financial Bid (L2);

            ii. Annul the bid process; or

           iii. Take any such measure as may be deemed fit in the sole discretion of GIC
                Re;


Any effort made by the bidder to influence GIC Re in the evaluation / contract award decision,
may result in the rejection of the bid. It is GIC Re's intent to select the bid that is most
advantageous to GIC Re and each bid will be evaluated using the criteria and
process outlined.




                                                                                         Page 13 of 36
STANDARD FORMATS (PROFORMA) FOR TECHNICAL AND FINANCIAL PROPOSAL.
The Bidders should necessarily submit the information as per the prescribed formats given in the
RFP while submitting both technical and financial Bids. Any deviation in this regard entails the Bidder
for disqualification.


                           ANNEXURE 1 - PROFORMA FOR TECHNICAL BID
                          (On letter head of Firm of Chartered Accountants)




                                    PROFORMA FOR TECHNICAL BID

(For Appointment of Auditor for Certification of Investment Risk Management Systems &
                                        Process)



To,
The General Manager,
Internal Audit Department,
General Insurance Corporation of India
"Suraksha", 170, Jamshedji Tata Road,
Churchgate,
Mumbai - 400 020


  Sr. No                                            Particulars

      1.    Name of the Firm of Chartered Accountants (Firm):
            Registered Address of the Firm
            Profile of the Firm.
            Date of Registration


                ·       Whether Partnership/ Proprietorship/ Individual
                ·       Name of the Lead Partner/ Individual/ In- charge
                ·       Full Name(s) of the Contact person(s) and the Contact details.
                               Land Line (if any)   ___________________
                               Mobile               __________________
                               Email ID              _________________
      2.    Full Name of Directors/Partner(s) with details of
                ·       Qualifications
                ·       Experience
                ·       Contact Details.
                                 Land Line (if any) ___________________
                                 Mobile               __________________
                                 Email ID              _________________
                ·       Date of Commencement of Practice as CA
                ·       Certificate of Practice (COP) Number / Registration Number.
            (Please attach documentary evidence)
      3.    Details of Office in Mumbai
                     Address: -
                     Telephone Nos. :
                     Fax No. :-

                                                                                          Page 14 of 36
                    Email:-
                    Website (if any):-

     4.    Details of Other Branches in India and Overseas
     5.    List of Major Clients including Insurance Companies, past and present with details
           of period of Audit and nature of Audit.

     6.    Work Plan for conducting the Audit Assignment and methodology of its
           implementation. (Attach separate sheet, if required)

     7.         ·   Self-Attested Copy of ICAI Registration Certificate;
                ·   Self-Attested Copy of RBI Category I Certificate;
                ·   Self-Attested Copy of C&AG Empanelment Certificate;
                ·   Self-Attested Copy of Profit & Loss Account and Balance Sheet of the Firm
                    for the last 3 (three) financial years i.e. FY 2015-16, 2016-17 & 2017-18;
                ·   Self-Attested Copy of Certificate of Practice;
                ·   Self-Attested Copy of DISA Qualification;
                ·   Self-Declaration in the enclosed format (Annexure ­ 6);
                ·   Self-Attested Copy PAN of the Firm;
                ·   Self-Attested Copy of GST Certificate of the Firm;

     8.    Number of Active partners in the Firm and Number of Employees who are fully
           qualified CA and members of ICAI
           (Please attach details including name, membership no., experience etc. of the
           active partner / employee.)

     9.    Turnover of the CA / Firm in last three Financial Years based on ITR (Please attach
           Self-Attested Copy of ITR for the assessment years 2015-16, 2016-17 & 2017-18)
           a. Total Annual Turnover
           b. Total Annual Turnover from Audit Assignments

     10.   Any other relevant information (Please attach separate sheet, if required.)



Declaration ­

             1.     All the information provided by me/us herein above is correct.
             2.     I/We have no objection if enquiries are made about the work listed by me/us in
                    the accompanying sheets/annexure.

             3.     I/We have read all the terms & conditions of bid and the instructions and these
                    are acceptable to me/us.




                                                                     Signature: --------------------------
                               Name & Designation of the Authorized Signatory: ---------------------
                                                     Stamp of the CA/ Firm: --------------------------
                                                                                   Date: ----------------
                                                                                    Place: ---------------




                                                                                             Page 15 of 36
                      ANNEXURE 2 - PROFORMA FOR FINANCIAL BID


                          (To be filled online while submitting the bid)

                              PROFORMA FOR FINANCIAL BID

      (For conducting Appointment of Auditor for Certification of Investment Risk
                          Management Systems & Process)



To,
The General Manager,
Internal Audit Department,
General Insurance Corporation of India
"Suraksha", 170, Jamshedji Tata Road,
Churchgate, Mumbai - 400 020



                                                                               Fees in INR
                                   Description                                  In figure
  Sr. No
                                                                              (exclusive of
                                                                            applicable taxes)

      1.   Conducting Audit for Certification of Investment Risk
           Management Systems & Process


       Taxes will payable exclusive of fees quoted above as applicable from time to time.



   Total amount in words: Rupees __________________________________________ only Plus
   Taxes as Applicable.



       Notes:
           1. The quoted rate is valid for entire tenure of the contract. No escalation on payment
              for this contract will be demanded by us.

           2. Payment to be made as per Tender document.

           3. No payment of incidental expenses in due course for execution of ensuing contract
              will be demanded by us.




                                                                Signature: --------------------------
                             Name & Designation of the Authorized Signatory: ---------------------
                                                   Stamp of the CA/ Firm: --------------------------
                                                                              Date: ----------------
                                                                               Place: ---------------




                                                                                        Page 16 of 36
                              ANNEXURE 3 - SCOPE OF AUDIT



     1. Assessment of the implementation of IRDA Guidelines in respect of Investment Risk
        Management       Systems   &   Process.   (Kindly   refer   IRDAI   (INVESTMENT)
        REGULATIONS, 2016 Version ­ 02 issued on May, 2017, IRDA Circulars ­ Ref:
        INV/CIR/023/2009-10 dated 04.08.2009 and Technical Guide on Review and
        Certification of Investment Risk Management Systems and Processes of Insurance
        Companies (2013) issued by ICAI).


2.      Certification of Investment Risk Management Systems & Process, that the
        Investment Risk Management Systems & Process envisaged by IRDA guidelines are
        in place and working effectively.


3.      Check compliance of all pending issues raised by the previous Auditor.


4.      Any other incidental work pursuant to the directions of IRDA, pertaining to this
        Certification.




                                                                                 Page 17 of 36
ANNEXURE 4 - DRAFT AGREEMENT



                                                   DRAFT AGREEMENT
            (To be submitted by the Successful Bidder after issue of Letter of Appointment)

This CONTRACT (hereinafter together with ...........appendices attached hereto called the Contract) is
made on ..............day of ..........2018 between General Insurance Corporation of India, a Company
incorporated under the Companies Act, 1956 having Registered office at "Suraksha", 170 J Tata
Road, Churchgate, Mumbai- 400020 on the one part (hereinafter called GIC Re) which expression
shall unless it be repugnant to the context or meaning thereof, mean and include their respective
heirs, executors, administrators and assigns and M/s............................(hereinafter called the Audit
firm) having their registered office at.................... which expression shall unless it be repugnant to
the context or meaning thereof, mean and include their respective heirs, executors, administrators
and assigns on the other part (Notwithstanding such association, the Firm will be represented
hereunder at all times by .................................................................. which will retain full and undivided
responsibility for the performance of the obligations hereunder and for satisfactory completion of
the consulting services to be performed hereunder.)


                                                         RECITALS

WHEREAS the General Insurance Corporation of India has requested for the conduct of Audit for
Certification of Investment Risk Management Systems & Process of General Insurance Corporation
of India through a RFP.

WHEREAS the Audit firm has proposed to provide the services in accordance with the Terms of
Reference and all Conditions set forth in this contract.

WHEREAS the General Insurance Corporation of India has accepted the proposal of the Audit firm
according to the evaluation terms and all conditions of RFP.


NOW THIS AGREEMENT WITNESSETH as follows:

The following documents shall be deemed to form and be read and construed as part of this Contract
viz.

       a) The RFP Document for Appointment of Audit firm for conduct of Audit for Certification of
             Investment Risk Management Systems & Process of General Insurance Corporation of India.

       b) All amendments to the RFP Document for Appointment of Audit firm for conduct of Audit for
             Certification of Investment Risk Management Systems & Process of General Insurance
             Corporation of India prior to submission of bids, queries of bidders, if any.

       c)    Appointment letter issued by the GIC Re vide No............... dated ............... and all
             correspondence exchanged between the GIC Re and the Audit firm up to the date of
             appointment letter as specifically referred to in the said Appointment letter.




                                                                                                                 Page 18 of 36
In consideration of the payment to be made by the GIC Re to the Audit firm as herein after mentioned
the Audit firm hereby covenants with the GIC Re to execute and complete the works in conformity
with in all respects with the provisions of the contract.

The GIC Re hereby covenants to pay the Audit firm in consideration of the completion of the works
the counterpart charges in the manner prescribed in RFP.


DEFINITIONS:

The Contract means the agreement entered into between GIC Re and the Audit firm, as recorded
in the Contract Form signed by the parties, including all attachments and appendices thereto and all
documents incorporated by reference therein.

The Contract Price means the price payable to the Audit firm under the Contract for the full and
proper performance of its contractual obligations.

DURATION/ PERIOD OF CONTRACT means the period for which the Audit firm has been engaged
by GIC Re i.e. from the date of issue of appointment letter till the date of satisfactory submission of
final audit report.


CONFIDENTIALITY

The bidder must undertake that they shall hold in trust any Information received by them, under
the Contract/Agreement, and the strictest of confidence shall be maintained in respect of such
Information. The Audit firm has also to agree:

    ·   To maintain and use the Information only for the purposes of the Contract/Agreement and
        only as permitted by GIC Re;

    ·   To only make copies as specifically authorized by the prior written consent of GIC Re and
        with the same confidential or proprietary notices as may be printed or displayed on the
        original;

    ·   To restrict access and disclosure of Information to such of their employees, agents, strictly
        on a "need to know" basis, to maintain confidentiality of the Information disclosed to them
        in accordance with this Clause and

    ·   To treat all Information as Confidential Information.

INDEMNITY

The Audit Firm shall indemnify GIC Re and keep indemnified for any loss or damage, cost or
consequences that GIC Re may sustain, suffer or incur on account of violation/ noncompliance of
any statutory requirements in conducting audit of Investment Risk Management Systems & Process.
The Audit Firm shall always remain liable to GIC Re for any Losses suffered by GIC Re due to any
negligence or fault on the part of the Audit Firm, and the Audit Firm also shall indemnify GIC Re for
the same.

The Audit Firm is responsible for managing the activities of its personnel and will be accountable.
The Audit Firm shall be vicariously liable for any acts, deeds or things done by their employees which
is outside the scope of work or authority vested or instructions issued by GIC Re.


                                                                                          Page 19 of 36
GIC Re reserves its right to cancel the Contract in the event of delay in the performance of its
obligations and may impose liquidated damages for the delay. Due to such delay, any penalties
imposed either pecuniary or otherwise on GIC Re, would be borne by the Audit Firm in monetary
terms.

FORCE MAJEURE

Any failure or delay by selected Bidder or GIC Re in the performance of its obligations, to the extent
due to any failure or delay caused by fire, flood, earthquake or similar elements of nature, or acts
of God, war, terrorism, riots, civil disorders, rebellions or revolutions, acts of governmental
authorities or other events beyond the reasonable control of non-performing party, is not a default
or a ground for termination. The affected party shall notify the other party within reasonable time
period of the occurrence of a Force Majeure Event.

ORDER CANCELLATION (TERMINATION)

GIC Re reserves the right to cancel the contract placed on the Audit Firm and recover expenditure
incurred by GIC under the following circumstances:

    1. The Audit Firm commits a breach of any of the terms and conditions of the bid.

    2. The Audit Firm goes into liquidation, voluntarily or otherwise.

    3. An attachment is levied or continues to be levied for a period of seven days upon effects of
         the bid.

    4. If the Audit Firm fails to complete the assignment as per the time lines prescribed in the
         Tender and the extension if any allowed, it will be a breach of contract. GIC Re reserves its
         right to cancel the order in the event of delay and may impose liquidated damages for the
         delay. Due to such delay, any penalties imposed either pecuniary or otherwise on GIC Re,
         would be borne by the Audit Firm in monetary terms.

    5. In case the Audit Firm fails to deliver the services as stipulated, GIC Re reserves the right
         to procure the same or similar services from alternate consultancy at the risk, cost and
         responsibility of the Audit Firm.

    6. After award of the contract, if the Audit Firm does not perform satisfactorily or delays
         execution of the contract, GIC Re reserves the right to get the balance contract executed by
         another party of its choice by giving one month's notice for the same. In this event, the
         Audit Firm is bound to make good the additional expenditure, which GIC Re may have to
         incur in executing the balance contract. This clause is applicable, if for any reason, the
         contract is cancelled.

    7. GIC Re reserves the right to recover any dues payable by the Audit Firm from any amount
         outstanding to the credit of the Audit Firm, including but not restricted to, pending bills.




                                                                                            Page 20 of 36
CONSEQUENCES OF TERMINATION

  a) In the event of termination of the Contract due to any cause whatsoever, [whether
       consequent to the stipulated term of the Contract or otherwise], GIC Re shall be entitled to
       impose any such obligations and conditions and issue any clarifications as may be necessary
       to ensure an efficient transition and effective business continuity of the Service(s) which the
       Audit Firm shall be obliged to comply with and take all available steps to minimize loss
       resulting from that termination/breach, and further allow the next successor Bidder to take
       over the obligations of the Audit Firm in relation to the execution/continued execution of the
       scope of the Contract.

  b) In the event that the termination of the Contract is due to the expiry of the term of the
       Contract, a decision not to grant any (further) extension by GIC Re, the Audit Firm herein
       shall be obliged to provide all such assistance to the next successor Bidder or any other
       person as may be required and as GIC Re may specify, enable the successor to adequately
       provide the Service(s) hereunder, even where such assistance is required to be rendered for
       a reasonable period.

  c)   The termination hereof shall not affect any accrued right or liability of either Party nor affect
       the operation of the provisions of the Contract that are expressly or by implication intended
       to come into or continue in force on or after such termination.

DISPUTE RESOLUTION MECHANISM

  a) The parties shall make every effort to resolve amicably by direct informal negotiations, any
       disagreement or disputes, arising between them under or in connection with this Agreement
       within 30 days of a written intimation regarding the dispute being given by either party to
       the other.

  b) If, after Thirty (30) days from the commencement of such direct informal negotiations, the
       parties have been unable to resolve amicably such dispute, either party may require that
       the dispute be referred for resolution to the formal mechanism specified in clauses (c) and
       (d).

  c)   Parties shall agree upon and appoint a single Arbitrator within fifteen days of one receiving
       a written demand from the other for Arbitration. Upon such appointment the arbitral tribunal
       shall be constituted and shall consist of a sole arbitrator.

  d) In the event that the parties fail to appoint a single Arbitrator within fifteen days of the
       written demand, the Claimant (the party requesting Arbitration) shall appoint his Arbitrator
       within seven days thereafter and give written notice thereof to the Respondent (the other
       party). Within seven days of receiving such notice the Respondent shall appoint his Arbitrator
       and give written notice thereof to the Claimant. Within seven days of the appointment of the
       Arbitrator by the Respondent, the two appointed arbitrators shall then appoint a third
       arbitrator to act as a Presiding Officer. The Tribunal shall be constituted upon the
       appointment of the third arbitrator and upon such appointment the three together shall
       constitute the arbitral tribunal.


                                                                                           Page 21 of 36
e) In the event that the Respondent fails to appoint his Arbitrator or the two appointed
     arbitrators fails to appoint a third arbitrator to act as a Presiding Officer, in the manner
     aforesaid, the Claimant or the Respondent as the case may be, may apply to the High Court
     of Mumbai, India and the appointment shall thereupon be made by the Chief Justice of that
     court.
     At any time, prior to such appointment by the Chief Justice of the High Court of Mumbai, the
     Respondent or the arbitrators in default as the case may be, may make such appointment.

f)   The parties shall submit their respective cases to the Tribunal within fifteen days of the
     constitution of the Tribunal or within such longer period as the Tribunal may grant. The
     Tribunal shall give its award in writing within 30 days from the submission of the cases to it.
     The Tribunal shall decide by majority. The decision rendered by a majority of the arbitrators
     shall be final and binding on the parties who consent to carry out the same. Such decision
     shall be a condition precedent to any right of legal action arising out of the arbitrated dispute
     that any parties may have against the other. The Tribunal is not to be bound by any strict
     rules of procedure or evidence. It shall have the power to fix all procedural rules for the
     holding of the Arbitration including discretionary power to make orders as to any matters
     which it may consider proper in the circumstances of the case with regard to pleadings,
     discovery, inspection of documents, examination of witnesses and any other matter
     whatsoever relating to the conduct of the Arbitration and may receive and act upon such
     evidence whether oral or written strictly admissible or not as it shall in its discretion think
     fit. The Tribunal may in its sole discretion make such orders and directions as it considers
     necessary for the final determination of the matters in dispute. The Tribunal shall have the
     widest discretion permitted under the law governing the arbitral procedure when making
     such orders or directions.

g) All costs of the arbitration shall be determined by the Arbitral Tribunal which may, taking
     into account the law and practice of the place of arbitration, direct to and by whom and in
     what manner they shall be paid.

h) The Arbitration and Conciliation Act 1996, the rules thereunder and any statutory
     modification or re-enactments thereof, shall apply to the arbitration proceedings.

i)   The venue of arbitration shall be Mumbai, India.

j)   GIC Re may terminate this Agreement, by giving a written notice of termination of minimum
     Thirty (30) days, to the Audit firm, if the Audit firm fails to comply with any decision reached
     consequent upon arbitration proceedings pursuant to Clause (c) above.

k) Continuance of this Agreement: Notwithstanding the fact that settlement of dispute(s)
     (if any) under arbitration may be pending, the parties hereto shall continue to be governed
     by and perform the work in accordance with the provisions under the Scope of Work to
     ensure continuity of operations.




                                                                                         Page 22 of 36
JURISDICTION

The courts of India at Mumbai have exclusive jurisdiction to determine any proceeding in relation to
this Agreement.

IN WITNESS WHEREOF the parties hereto have caused their respective common seals to be hereunto
affixed (or have hereunto set their respective hands and seals) the day and year first above written.

Binding Signature of                                                            Binding Signature
of

General Insurance Corporation of India                                          Audit firm

Witness:                                                                        Witness:

 1.                                                                             1.



2.                                                                              2.




                                                                                        Page 23 of 36
          ANNEXURE 5 ­ FORMAT OF RECIPROCAL NON-DISCLOSURE AGREEMENT



This Agreement ("Agreement") is entered into on this ___ day of ______ 2018, by and between:
_________________________, a Company incorporated under the Companies Act, 1956 or
2013, having its registered office at ______________________________________, hereinafter
referred to as "________ " which expression shall, unless it be repugnant to the meaning and context
thereof, include its successors, authorized agents, representatives and permitted assigns of the one
part;

and

General Insurance Corporation of India, a company duly incorporated and existing under the laws
of India, having its registered office at "Suraksha", 170, J. Tata Road, Churchgate, Mumbai ­
400020, India, hereinafter referred to as "GIC Re" which expression shall, unless it be repugnant to
the meaning and context thereof, include its successors, authorized agents, representatives and
permitted assigns of the other part.

Hereafter, referred to individually as a "Party" and collectively as the "Parties". For purposes of
this Agreement, the party receiving Confidential Information (as defined herein below), shall be
referred to as the "Receiving Party" and the party providing the Confidential Information shall be
referred to as the "Disclosing Party".

WHEREAS, _____________ is inter alia engaged in the business of _____________________

AND WHERAS, GIC Re is engaged in the business inter alia, of Reinsurance and Risk Management
related activities.

AND WHEREAS ___________________ and GIC Re are in the process of consultations and
discussions for exploring business opportunities as per the Scope of Work under GIC Re's Request
for Proposal dated __________and to eventually enter into a detailed Agreement for the same.
("Purpose")

AND WHEREAS to facilitate the Purpose, certain Confidential Information (as defined below) will be
required to be shared between the Parties.

AND WHEREAS, The parties wish to protect the Confidential Information (as defined herein below)
from any unauthorized use or disclosure in accordance with the terms and conditions of this
agreement.
NOW, THEREFORE, in consideration of the promises and covenants contained receipt of
Confidential Information it is agreed as follows:


A. Definition of "Confidential Information"

      a) "Confidential Information" means any information disclosed to, received by, otherwise
         accessed by or coming to the knowledge of the Receiving Party to this Agreement, either
         orally or in writing, whether disclosed directly or indirectly that:

                i.   is by its character or nature or by the circumstances in which it is
                     disclosed/received/ assessed and/or it came to knowledge, such that a reasonable
                     person under like circumstances would treat it as confidential; or

               ii.   Is designated by the disclosing party as confidential or identified in terms
                     connoting its confidentiality; or


                                                                                         Page 24 of 36
              iii.   Is proprietary to the Disclosing Party and not generally known to the public,
                     whether in tangible or intangible form, whenever or however disclosed; or

              iv.    The disclosing party considers confidential.


        and includes but is not limited to, the following types of information and other information
        of a similar nature (whether or not reduced to writing): discoveries; inventions; concepts;
        software in various stages of development; designs; drawings; flowcharts; specifications;
        techniques; models; data; database; source code; object code; documentation; methods;
        processes; policies; procedures; information related to processes; technologies or theory;
        know-how; marketing techniques and materials; marketing and development plans;
        business plans; strategic plans; development tools; reports; business records; project
        records; projections; performance results related to past, present or future business
        activities of Disclosing Party, its affiliates, subsidiaries and affiliated companies; business
        manuals; customer/vendor names and other information related to customers/vendors,
        price lists, pricing policies; financial information; and any scientific or technical or
        commercial information, information and trade secrets;

   b) Confidential Information also includes information disclosed to the Receiving Party by third
      parties on behalf of the Disclosing Party.

   c)   Confidential Information shall include any copy, abstract, extract, sample, note or module
        of any Confidential Information and any part or any extract or summary or derivation
        thereof;


B. Information not categorized as "Confidential Information"
   The obligation imposed, under this Agreement, on Receiving Party shall not apply to information
   which:
   a) Receiving Party can demonstrate by prior existing records, was within Receiving Party's
      legitimate possession prior to the time of disclosure;

   b) was within the public domain/ public knowledge prior to disclosure, or comes into the public
      domain/ public knowledge through no wrongful act, fault, negligence or breach of this
      Agreement on the part of the Receiving Party;

   c)   is independently developed by the Receiving Party without reference to or reliance upon
        Confidential Information of the Disclosing Party;

   d) Is or becomes lawfully available to Receiving Party on a non-confidential basis from an
      independent Third-party source (after diligent inquiry) who is free to divulge such
      information.


   Provided, the Receiving Party understands and agrees that:
        i.    Any information known only to a few people to whom it might be of commercial interest
              and not generally known to the public is not public knowledge;

        ii.   A combination of two or more parts of the Confidential Information is not public
              knowledge merely because each part is separately available to the public.


C. Restriction on Disclosure
   Except as otherwise expressly permitted under this Agreement, the Receiving party shall hold
   and keep in strictest confidence any and all Confidential information and shall not directly or
   indirectly, in any way:
   a) disclose, reveal report, publish, duplicate, copy, transmit or otherwise use or disseminate in
      any manner whatsoever any Confidential Information of the Disclosing Party;



                                                                                          Page 25 of 36
   b) use the Confidential Information of the Disclosing Party (i) for Receiving Party's own benefit
      or that of any third party, (ii) to the Disclosing Party's detriment, or (iii) for any purpose
      other than for achieving the Purpose;

   c)   commercially exploit any Confidential Information of the Disclosing Party;

   d) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing
      Party; or

   e) Refuse for any reason to promptly return all Confidential Information of the Disclosing Party
      if instructed to do so.




D. Permitted Disclosures
   Receiving party is permitted to:
   a) disclose relevant aspects of the Disclosing Party's Confidential Information to the Receiving
      Party's directors, officers, employees, consultants, attorneys and auditors solely to the
      extent necessary for achieving the Purpose; provided, that

         1. before disclosing any Confidential Information of the Disclosing Party, all persons or
            entities receiving Confidential Information shall be bound by obligations of
            confidentiality towards the Disclosing Party no less restrictive than those of this
            Agreement. Such persons shall be strictly prohibited from making any use, publishing
            or otherwise disclosing to others, or permitting others to use for their benefit or to the
            detriment of the Disclosing Party, any of the Confidential Information.

         2. The Receiving Party shall use the same care to avoid disclosure or unauthorized use
            of Confidential Information as it uses to protect its own confidential information, but
            in no event less than reasonable care including execution of a confidentiality
            agreement with the persons or entities receiving Confidential Information. Receiving
            Party shall establish and maintain reasonable security measures to provide for the safe
            custody of the Information and to prevent unauthorized access to.

         3. All such Confidential Information shall be labeled as confidential.

   b) Disclose relevant aspects of the Disclosing Party's Confidential Information if legally
      compelled or required to disclose any Confidential Information of the Disclosing Party in
      connection with any legal or regulatory proceedings. In such case, the Receiving Party will
      immediately notify the Disclosing Party so as to allow the Disclosing Party a reasonable
      opportunity to seek appropriate protective measures or other remedies prior to disclosure
      or waive compliance with the terms of this Agreement. The Receiving Party shall cooperate
      with any attempt by the Disclosing Party to seek judicial protection for such Confidential
      Information

   c)   Disclose relevant aspects of the Disclosing Party's Confidential Information with the prior
        written consent of the Disclosing Party.


E. Effects of Unauthorized Disclosure
   a) The Receiving Party will be liable for the acts and omissions of, and any loss, theft or
      unauthorized/inadvertent disclosure or use of Confidential Information by, any person or
      entity that received Confidential Information from or through the Receiving Party.

   b) Receiving Party acknowledges and agrees that the misappropriation or misuse of Confidential
      Information of the Disclosing Party will result in irreparable and continuing damage to the
      Disclosing Party for which there may be no adequate remedy at law, and in the event of
      such a breach, the Receiving Party resulting in losses, damages, claims or expenses incurred
      or suffered by the Disclosing Party the Disclosing Party shall be entitled to legal as well as


                                                                                         Page 26 of 36
          equitable relief, as appropriate, including but not limited to an injunction, in addition to any
          monetary relief in the form of indemnification.

     c)   The Receiving Party will promptly report to the Disclosing Party any disclosures of
          Confidential Information otherwise than as permitted by this Agreement and any breaches
          in security that may affect the Disclosing Party or its Confidential Information of which it is
          aware and will specify the corrective action to be taken.


F. Return of documents
     Upon written demand by the Disclosing Party, the Receiving Party shall promptly and in any
     event within 14 days of receipt of such request, at its own cost:
     a) Procure the return or return to the Disclosing Party all Confidential Information supplied
        which the Receiving Party has in his possession or under his control which includes but is
        not limited to all tangible material embodying the Confidential Information provided, each
        and every copy of Confidential Information and copies that have been converted to
        computerized media in the form of image, data or word processing files wither manually or
        by image capture or in any other form of storage

     b) destroy or have destroyed all copies received or made of the Confidential Information; and

     c)   Promptly thereafter provide a certificate signed by an officer of the Receiving Party certifying
          compliance with the obligations point (a) and (b) above.



G. Title And Proprietary Rights
     Notwithstanding the disclosure of any Confidential Information by the Disclosing Party to the
     Receiving Party, the Disclosing Party shall retain exclusive title and all intellectual Property and
     Proprietary rights in the Confidential Information. No license under any trademark, patent or
     copyright or application for same which are now or thereafter may be obtained by Disclosing
     Party is either granted or implied by the conveying of Confidential Information. The Receiving
     Party shall not conceal, alter, reverse-engineer, decompile, disassemble, obliterate, mutilate,
     deface or otherwise interfere with any software, trademark, trademark notice, copyright notice,
     confidentiality notice or any notice of any other proprietary right of the Disclosing Party on any
     copy of the Confidential Information, and shall reproduce any such mark or notice on all copies
     of such Confidential Information. Likewise, the Receiving Party shall not add or emboss its own
     or any other mark, symbol or logo etc on such Confidential Information.

H. No Warranty

     All Confidential Information is provided "as is". In no event shall the Disclosing Party be liable
     for the inaccuracy or incompleteness of the Confidential Information. None of the Confidential
     Information disclosed constitutes any representation, warranty, assurance, guarantee or
     inducement by Disclosing Party to the Receiving Party with respect to the fitness of such
     Confidential Information for any particular purpose.

I.   No Commitment

     The disclosure of Confidential Information does not, and is not intended to represent a
     commitment by the Disclosing Party to enter into any business relationship with the Receiving
     Party or with any other entity. If the Parties desire to pursue business opportunities, they will
     execute a separate written agreement to govern such business relationship

J.   Term

     This Agreement shall commence from the date set forth above and expire with the termination
     or expiration of the Agreement for Procurement of Life Reinsurance Underwriting Tool, unless
     earlier terminated in writing by both Parties.


                                                                                             Page 27 of 36
   The provisions of this Agreement shall however apply to any Confidential Information which may
   have been disclosed in connection with the discussions and negotiations regarding the Purpose,
   prior to the date first mentioned above.

   Notwithstanding the foregoing, the Receiving Party's duty to hold in confidence the Confidential
   Information that was disclosed during the term and the obligations under this Agreement shall
   remain in effect at all times.

K. Arbitration

   The Arbitration proceeding shall be as per the procedure laid down in the Agreement (Annexure-
   4).

L. Governing Law and Jurisdiction

   a) The validity, construction and performance of this Agreement shall be governed by and
      construed in accordance with the laws of India.

   b) Subject to the provisions of Arbitration clause, the Parties agree to submit to the jurisdiction
      of a court of competent jurisdiction at Mumbai, India and to comply with all requirements
      necessary to give such court the jurisdiction.

M. Miscellaneous

   a) No failure or delay by the Disclosing party in exercising or enforcing any right, remedy or
      power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
      or enforcement of any right, remedy or power preclude any further exercise or enforcement
      thereof or the exercise or enforcement of any other right, remedy or power.

   b) This Agreement shall not be assignable or transferable by either Party without the written
      consent of the other Party.

   c)   This Agreement supersedes all prior discussions and writings with respect to the subject
        matter hereof, and constitutes the entire agreement between the Parties with respect to the
        subject hereof. No waiver or modification of this Agreement will be binding upon either Party
        unless made in writing and signed by a duly authorized representative of each Party and no
        failure or delay in enforcing any right will be deemed a waiver.

   d) In the event that any of the provisions of this Agreement shall be held by a Court or other
      tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall
      remain in full force and effect.

   e) Upon 45 days written notice, the Disclosing Party may audit the use of the disclosed
      resources. The Receiving Party agrees to co-operate with the Disclosing Party's audit and to
      provide reasonable assistance and access to information.

   f)   The Receiving Party shall not export, directly or indirectly, any technical data acquired from
        the Disclosing Party pursuant to this Agreement or any product utilizing any such data to
        any country for which the Indian government or any agency thereof at the time of export
        requires an export license or other government approval without first obtaining such license
        or approval.






   g) Any notices or communications required or permitted to be given hereunder may be
      delivered by hand, deposited with a nationally recognized overnight carrier, electronic mail,
      or mailed by certified mail, return receipt requested, postage prepaid, in each case to the
      address of the other party indicated below. All such communications and notices shall be
      deemed to have been given and received (i) in the case of personal delivery or electronic
      mail, on the date of such delivery, (ii) in case of delivery by a nationally recognized overnight
      carrier and in mailing, within a reasonable period of such mailing.




                                                                                          Page 28 of 36
IN WITNESS WHEREOF this Agreement has been executed by the duly authorized representative
of each Party on the day and year first above written.

_____________________________________________________________________

By: ________________________

Name: _____________________

Title: ______________________


GENERAL INSURANCE CORPORATION OF INDIA

By: ________________________

Title: _______________________

Date: ______________________




                                                                              Page 29 of 36
                         (On letter head of Firm of Chartered Accountants)


                               ANNEXURE 6 ­ DECLARATION FORMAT




                                            DECLARATION

I_______________________              Son    of    Shri    ________________________           working
as__________________ in __________________ (name of the firm and firm address in full be
mentioned), hereby solemnly affirm and declare that I have been authorized by the firm to sign the
tender. I, hereby declare and certify, on behalf of the firm, that we have accepted all the terms &
conditions mentioned in this tender and we shall abide by all the terms & conditions of appointment
letter in the event of acceptance of my/our Bid.



I   further   declare   that   M/s.    __________________     (Name    of   the   Firm)/any   of   its
partners/relatives/employees/representatives/agents shall not, under any circumstances, be
deemed to have any employer-employee relationship with GIC Re. / GIC Re Officials. I also declare
that I/We do not possess any place of profit in GIC Re. I declare that our firm is/was not
prohibited/debarred/blacklisted by any regulating authority/agency including IRDA, RBI, SEBI, ICAI,
CAG etc.



I also declare that none of the GIC Re officials have any vested interest in the applicant audit firm.
I undertake to sign contract with GIC Re on behalf of our Audit Firm as per Draft Agreement
(Annexure ­ 4) and Non-Disclosure Agreement (Annexure ­ 5) attached in the RFP.



I declare that all information submitted by me is true and correct to the best of my knowledge. I/We
have no objection if enquiries are made about my work/clients listed by me/us.



                                                          Signature of Authorized Person of the firm/
                                                                  Proprietor etc. with Seal & Stamp.



Place: ____________                                       Name: __________________________

Dated: _________________                                  Designation: _____________________

                                                          Membership No.: __________________



                                                                                         Page 30 of 36
                                    ANNEXURE 7 ­ CHECKLIST



                                                                                Details
Sr.                                                                       Provided/Attached        Page
                      Required Details or Documents                             (Tick)
No.                                                                                                No.
                                                                            Yes         No
1.    Details of the Firm (Name, Address, Contact details, etc.)                         
2.    Details Directors/Partner(s)                                                       
3.    Details of office in Mumbai                                                        
4.    Details of Other Branches in India and Overseas                                    
5.    List of Major Clients                                                              
6.    Work Plan for conducting Audit                                                     
7.    Self-Attested Copy of ICAI Registration Certificate                                
8.    Self-Attested Copy of RBI Category I Certificate                                   
9.    Self-Attested Copy of C&AG Empanelment Certificate                                 
10.   Self-Attested Copy of Profit & Loss Account and Balance Sheet of
      the Firm for the last 3 (three) financial years i.e. FY 2015-16,                 
      2016-17 & 2017-18
11.   Self-Attested Copy of Certificate of Practice                                    
12.   Self-Attested Copy of DISA Qualification                                         
13.   Self-Declaration in the enclosed format (Annexure ­ 6)                           
14.   Self-Attested Copy PAN of the Firm                                               
15.   Self-Attested Copy of GST Certificate of the Firm                                
16.   Details of Active Partners and Qualified CA employee                             
17.   Turnover of the firm ­ (1) Total; (2) Only from Audit Assignments                
18.   Bank Account Details of the Firm                                                 




                                                                                              Page 31 of 36
                         ANNEXURE 8 ­ E-TENDER PROCESS



1. Vendor Registration:
      a.   Bidders are required to enroll on GIC e-Procurement portal by https://gicre.eproc.in.
           Enrolment on the GIC e-Procurement portal is free of charge.
      b.   During enrolment / registration, the bidders should provide the correct/true
           information including valid email-id & mobile no. All the correspondence shall be
           made directly with the contractors/bidders through email-id provided.
      c.   As part of the enrolment process, the bidders will be required to choose a unique
           username and assign a password for their accounts.
      d.   For e-tendering process, bidder should possess valid Digital Signature Certificate
           (Class 3B Certificates with signing & encryption copy) which can be obtained from
           SIFY/ TCS/ nCode/ eMudra or any Certifying Authority recognized by CCA India on
           eToken Smart Card.
      e.   Upon enrolment on GIC e-Procurement portal for e-tendering, the bidders shall
           register their valid Digital Signature Certificate (DSC) with their profile.
      f.   Only one valid DSC should be registered by a bidder. Bidders are responsible to
           ensure that they do not lend their DSCs to others which may lead to misuse and
           should ensure safety of the same.
      g.   Bidders can then log into the site through the secured login by entering their user
           ID password and the password of the DSC / eToken.
2. Preparation of Bids by Registered Vendor:
      a.   For preparation of bid, Bidders shall search the tender from published tender list
           available on site and down load the complete tender document and should take into
           account corrigendum if any published before submitting their bids.
      b.   Bidders should keep the bid documents ready in advance that are needed to be
           submitted as indicated in the tender document in PDF format only.
      c.   Bidder shall go through the tender carefully to understand the documents required
           to be submitted as part of the bid. Any deviation from the terms and conditions of
           the tender may lead to rejection of the bid.
      d.   Bidders shall submit their bids through online e-tendering system to the Competent
           Authority well before the bid submission end date and time (as per Server System
           Clock). The Competent Authority will not be held responsible for any sort of delay or
           the difficulties faced during the submission of bids online by the bidders.
      e.   Bidder should follow the server time being displayed on bidder's dashboard at the
           top of the tender site, which shall be considered valid for all actions of requesting,
           bid submission, bid opening, etc. in the e-tender system.


3. Submission of Bids by Registered Vendor:
      a.   Bidder should log into the site well in advance for bid submission so that he / she
           uploads the bid in time i.e. on or before the bid submission time.
      b.   While submitting the bids online, the bidder shall read the terms & conditions of e-
           Tender Notice / tender document and accept the same in order to proceed further
           to submit his/her bid.
      c.   Bidder shall digitally sign and upload the required bid documents one by one as
           indicated in the e-Tender Notice / tender document according to specified cover.
      d.   Bidders shall note that the very act of using DSC for downloading the e-Tender Notice
           / tender document and uploading their offers is deemed to be a confirmation that

                                                                                    Page 32 of 36
     they have read all sections and pages of the e-Tender Notice / tender document
     without any exception and have understood the complete e-Tender Notice / tender
     document and are clear about the requirements of the e-Tender Notice / tender
     document.
e.   Bidders shall submit their bids through online e-tendering system to the Competent
     Authority well before the bid submission end date and time (as per Server System
     Clock). The Competent Authority will not be held responsible for any sort of delay or
     the difficulties faced during the submission of bids online by the bidders.
f.   Bidder should follow the server time being displayed on bidder's dashboard at the
     top of the tender site, which shall be considered valid for all actions of requesting,
     bid submission, bid opening, etc. in the e-tender system.




                                                                              Page 33 of 36
               ANNEXURE 9 ­ FORMAT OF PERFORMANCE BANK GUARANTEE



                  PERFORMANCE BANK GUARANTEE (PBG)
                TO BE EXECUTED BY THE VENDOR FOR Successful Bidder

                    (To be executed on a non-judicial stamp paper of Rs.100/-)


To,
General Insurance Corporation of India,
170, "Suraksha",
J. Tata Road,
Churchgate,
Mumbai - 400 020.


In consideration of the General Insurance Corporation of India, having its Registered Office at
"Suraksha", 170, J. Tata Road, Churchgate, Mumbai- 400 020, (hereinafter referred to as `GIC Re',
which expression shall, unless it be repugnant to the meaning and context thereof, include its
successors, authorized agents, representatives and permitted assigns) having entered into an
Agreement dated ................. for Appointment of Firm of Chartered Accountants For Certification of
Investment Risk Management Systems & Process (IRMSP) (which agreement is hereinafter referred
to as "the said Agreement" ) with............ (the selected Bidder's name and address) (hereinafter
referred to as "the selected Bidder", which expression shall, unless it be repugnant to the meaning
and context thereof, include its successors, authorized agents, representatives and permitted
assigns) and the selected Bidder, having agreed to provide a guarantee for its performance in the
form of an unconditional, irrevocable and continuing Performance Bank Guarantee as per the terms
and conditions of the Request for Proposal dated ........ (hereinafter referred to as "the RFP") and the
said Agreement, for the due fulfillment by the selected Bidder of the terms and conditions contained
in the RFP and the said Agreement,

    1. We, __________________________________ (Name of the bank and full address)
       (hereinafter referred to as "the Bank") at the request of the selected Bidder do hereby
       undertake to pay to GIC Re an amount not exceeding Rs.______- (Rupees
       _______________________________) at any time against any losses, damages, costs,
       charges and expenses caused to or suffered by GIC Re by reason of any breach committed
       by the selected Bidder of any of the terms and conditions contained in the RFP and the said
       Agreement.

    2. We, __________________________________ (Name of the bank and full address) do
       hereby undertake to pay the amounts due and payable under this performance bank
       guarantee without any demur, merely on a demand from GIC Re stating that the amounts
       claimed is due by way of loss or damage caused to or would be caused to or suffered by GIC
       Re by reason of breach by Selected Bidder of any of the terms and conditions contained in
       the RFP and the said Agreement or by reason of the Selected Bidder's failure to per form its
       obligations under the RFP and the said Agreement. Any such demand made on the Bank
       shall be conclusive as regards the amount due and payable by the Bank under this
       performance bank guarantee. However, our liability under this guarantee shall be restricted
       to an amount not exceeding Rs.___________/- (Rupees ________________only).

    3. We ____________________________ (Name of the bank and full address) undertake to
       pay to GIC Re any money so demanded notwithstanding any dispute or dispute raised by
       the Selected Bidder in any suit or proceeding pending before any Court or Tribunal relating
       to the said Agreement or this Performance bank guarantee our liability under this guarantee

                                                                                           Page 34 of 36
    being absolute and unequivocal. The Payment so made by us under this performance bank
    guarantee shall be a valid discharge of our liability for payment hereunder and the Selected
    Bidder shall have no claim against us for making such payment.

4. We, ____________________________ (Name of the bank and full address) further agree
   that this performance bank guarantee shall remain in full force and effect during the entire
   tenure of the said Agreement till 60 days after all the contractual obligations of the Selected
   Bidder including warranty obligations are completed and all the dues of GIC Re under or by
   virtue of the said Agreement have been fully paid and its claim authorities satisfied or
   discharged by the said Selected Bidder.

    Unless a claim or demand under this performance bank guarantee is made or presented to
    the Bank within six months from the expiry of this Performance Bank Guarantee, all the
    rights of GIC Re under this guarantee shall cease and the Bank shall be released and
    discharged from all liability hereunder.

5. We, ___________________ (Name of the bank and full address) further agree with GIC Re
   that GIC Re shall have the fullest liberty without our consent and without affecting in any
   manner our obligations hereunder to vary any of the terms and conditions of the said
   Agreement or to extend time of performance of the Selected Bidder under the said
   Agreement or from time to time to postpone for any time the powers exercised by GIC Re
   against the Selected Bidder and to forbear or enforce any of the terms and conditions relating
   to said Agreement and we shall not be relieved from our liability by reason of any variation,
   or extension being granted by the GIC Re to the Selected Bidder or by any such matter or
   thing whatsoever which under the law relating to sureties would but for this provision, have
   effect of so relieving us.

6. Any claim which we, _____________________________________________ (Name of the
   bank and full address) may have against the Selected Bidder shall be subject and
   subordinate to the prior payment and performance in full of all our obligations hereunder.
   The Bank will not, without prior written consent of GIC Re, exercise any legal right or remedy
   of any kind in respect of any such payment or performance so long as the Ba nk's obligations
   hereunder remain owing and outstanding, regardless of the insolvency, liquidation or
   bankruptcy of the Selected Bidder or otherwise howsoever. We, the Bank, will not counter
   claim or set off against its liabilities to GIC Re hereunder any sum outstanding to the credit
   of GIC Re with it.

7. This performance bank guarantee will not be discharged due to the change in the
   continuation of the Bank or the Selected Bidder.

8. We, _________________________ (Name of the bank and full address) undertake not to
   revoke this performance bank guarantee during its currency except with the previous
   consent of GIC Re in writing.

9. Notwithstanding anything contained herein:-


        a.   Our liability under this Performance Bank Guarantee shall not exceed Rs.________/-
             (Rupees ____________________only).
        b.   This Performance Bank Guarantee shall be valid upto 60 days after all contractual
             obligations of the Bidder including warranty obligations are completed.
        c.   We are liable to pay the guaranteed amount or any part thereof under this
             Performance Bank Guarantee only and only if GIC Re serves upon us a written claim
             or demand within six months from the expiry date of this Performance Bank
             Guarantee.


                                                                                     Page 35 of 36
       10. Our obligation to pay hereunder is as principal debtor and not as surety and it shall not be
           necessary for GIC Re "to proceed against" the Selected Bidder "before proceeding against"
           the Bank and this Performance Bank Guarantee shall be enforceable against the Bank
           notwithstanding any other security which GIC Re may have obtained or may obtain from the
           Selected Bidder at the time when proceedings are taken against the said Bank in any manner
           whatsoever.

       11. This Performance Bank Guarantee shall come into force immediately and shall be valid upto
           60 days after all contractual obligations of the Bidder including warranty obligations are
           completed.

       12. We have the power to issue this Performance Bank Guarantee in favor of GIC Re and the
           undersigned who are executing this Performance Bank Guarantee have the necessary power
           to do so on behalf of the Bank.



Dated this .........day of ...... 2018 for ___________________________ (Name of the bank)



(Signature of the authorized officer of the Bank)
Name and designation of the officer
Seal, name & address of the Bank



Witnesses:

1...............................................................


2...............................................................




                                                                                          Page 36 of 36

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