Sale of IFCI s stake in The Clearing Corporation of India Ltd. (CCIL) TENDER DOCUMENT

Transcription

1 Tender No. IFCI/S&AD/CCIL/ Dated: January 05, 2018 Sale of IFCI s stake in The Clearing Corporation of India Ltd. (CCIL) TENDER DOCUMENT IFCI Tower, 61, Nehru Place New Delhi Date of Issue: Friday, the January 05, 2018 Last Date of Submission: Friday, January 19, 2018 up to 15:00 hours (IST)

2 1. Background 1.1 IFCI Limited (IFCI) is the oldest Development Financial Institution of the country setup in 1948 as a statutory corporation under Industrial Finance Corporation Act, 1948 (IFC Act) for providing medium and long-term finance to the Industrial sector. IFCI is a Government Company in terms of Section 2(45) of Companies Act, 2013 with Government of India s shareholding of 51.04%, as on September 30, 2017, of total paid up share capital of IFCI. IFCI is also registered with Reserve Bank of India (RBI) as a Systemically Important Non-Deposit taking Non-Banking Finance Company (NBFC-ND-SI). The primary business of IFCI is to provide short-term, medium-term and long-term financial assistance to the manufacturing, services and infrastructure sectors. 1.2 CCIL was promoted by six core promoters identified by RBI s Core Committee viz. SBI, IDBI Bank, ICICI Bank, LIC, BOB and HDFC Bank. CCIL was incorporated with an Equity Share Capital of Rs.50 crore (5,00,00,000 equity shares of Rs.10 each). During the incorporation phase of CCIL, apart from the identified core promoters, IFCI had also invested in 20,00,000 (twenty lakh) equity shares, which constitutes 4% of the total equity share capital of CCIL. In addition to above, CCIL s capital includes 8.5% Redeemable, Non- Convertible, Cumulative Preference Shares of Rs.50 crore issued to various public as well as private entities. 1.3 The Clearing Corporation of India Ltd. (CCIL) was set up in April, 2001 to provide guaranteed clearing and settlement functions for transactions in Money market, G-Secs, Foreign Exchange and Derivative markets. CCIL also provides non-guaranteed settlement for Rupee interest rate derivatives and in cross currency transactions through the CLS Bank. CCIL is also the Trade Repository for all Over the counter (OTC) transactions in the Forex, Interest Rate and Credit derivative transactions to enable financial institutions report their transactions in derivatives. 1.4 CCIL has continuously evolved over the years with the shifting paradigms of the financial arena to take on various roles in the financial market. Through its fully owned subsidiary, Clearcorp Dealing Systems Limited (CDSL), CCIL has introduced various platforms for electronic execution of deals in various market segments viz. Further, CDSL has developed, implemented and manages the NDS-OM - the RBI owned anonymous electronic trading system for dealing in G-Secs and also for reporting of OTC deals as well as the NDS-CALL platform which facilitates electronic dealing in the Call, Notice & Term Money market. Page 2 of 26

3 1.5 CCIL is also the Trade Repository for all OTC transactions in the Forex, Interest Rate and Credit derivative transactions. Portfolio Compression is also undertaken semi-annually for non- cleared Rupee Interest rate Swaps and cleared Forex forward derivative transactions. CCIL through its subsidiary Legal Entity Identifiers India Limited is the Local Operating Unit (LOU) for issuing globally compatible Legal Entity Identifiers (LEIs) in the Indian financial market. Currently, CCIL is the Calculation Agent for some of the important Benchmarks used by the market under the aegis of the Benchmark Administrator, Financial Benchmarks India Limited (FBIL). CCIL has received the ISO/IEC 27001:2013 certification from DNV GL in 2015 for securing its information assets. CCIL through its publications and website updation disseminates information and statistics pertaining to CCIL s operations and the financial markets. 2. Objective 2.1 IFCI intends to sell its entire equity shareholding in CCIL i.e. 20,00,000 (Twenty Lakh) fully paid up unencumbered equity shares each of face value of Rs.10/- each to interested buyer(s)/ purchaser(s) by way of sale through a competitive bidding process. The proposed sale by IFCI is hereinafter referred to as the Transaction. 2.2 The Tender Document has been prepared to enable the potential Bidders to submit their bids/ proposals for purchase of IFCI s equity shares in CCIL in the format prescribed and as per details and schedule given in the Tender Document. IFCI will select the successful Bidder(s) from among those who respond to the Tender Documents and file bid as per the procedure detailed in the Tender Documents. 3. Evaluation Process & Criteria The proposals submitted by the Bidders shall be evaluated in accordance with the Evaluation Procedure laid down in this Tender document. 3.1 Eligibility Criteria The Bidders must satisfy the following eligibility criteria before submitting their proposals: i. The bid may be submitted by any company incorporated/ registered in India including Insurance Companies, Statutory Corporation, Mutual Funds, FIIs, Scheduled Commercial Banks, Public Sector Undertaking, State/ Central Government Department / Institution and, any Body Corporate or Trust, otherwise eligible for purchasing the shares of an Indian company. ii. The prospective buyer should be a User of at least one of the Payments Systems of CCIL (viz. Securities Segment, CBLO, Forex Settlement Segment, Page 3 of 26

4 Rupee Derivative Segment) in the ordinary course of its business. For this purpose, the term 'ordinary course of business' means the prospective buyer should be a User of any of the Payments Systems of CCIL as part of its regular business activity and should have been an active user in the past six months. Compliance to this criteria will be up to the satisfaction of Reserve Bank of India (RBI) and CCIL, which shall be ascertained, later, by sending the details of the successful bidder to RBI & CCIL. Non satisfaction of RBI and / or CCIL will lead to cancellation of the bid and the EMD will be returned without interest. iii. iv. The bidder should be eligible to invest in terms of extant rules and regulations that are applicable for investment issued by its regulatory authority and there should not be any prohibition or restriction on such investment imposed by any regulatory authority. The bidder shall furnish a declaration in respect of requirements as set out in No. ii & iii above. v. The bids are required to be submitted as per the terms and conditions specified in this Tender Document and any other subsequent additions and modifications thereof, which shall be uploaded on the website of IFCI Ltd. Individuals, proprietary concerns, partnership firms, association of people, clubs, co-operative societies, LLP etc. are not eligible to participate in the bidding process. vi. vii. viii. The Bidders cannot submit bids in consortium with other parties. Bid submitted on consortium basis will be summarily rejected. Documentary evidence for all the aforementioned eligibility criteria should be submitted within seven days from the date of opening of bids. Upon ensuring the due diligence process, the proposal of the successful bidder will be placed before the Board / Share Transfer Committee of Directors of CCIL. The Board / Committee on being satisfied that the prospective buyer is a fit and proper person, will accord its approval. 4. Disqualification 4.1 IFCI shall not consider for the purpose of qualification, any bid that is found to be incomplete in content and/ or attachments and/ or legal capacity/ authenticity. 4.2 Without prejudice to any other rights or remedies available to IFCI, the Bidder may be disqualified and its bid dropped from further consideration for any reason whatsoever including but not limited to those listed below: Page 4 of 26

5 (i) Misrepresentation by the Bidder; (ii) Failure on the part of the Bidder to provide necessary and sufficient information required to be provided in the Bid Package; (iii) Failure to comply with the terms and conditions mentioned in the Tender Document; (iv) If the bid is not as per the format prescribed in the Tender Document; (v) If the bid is not accompanied with the required documents and bid deposit in form of Demand Draft in favour of IFCI Limited ; (vi) If the bid and other documents are not signed by the authorized signatory of the Bidder. 4.3 If any information comes to the knowledge of IFCI, which would have entitled IFCI based on the prescribed Tender Document / submission requirements specified in the RFP, to reject or disqualify the Bidder, IFCI reserves the right to reject the Bid of the Bidder at the instant time, or at any time thereafter as and when such information comes to the knowledge of IFCI and the bid deposit will be forfeited in such cases. 5. Submission of Proposals 5.1 The bids are to be submitted online in electronic format on website or in physical form. The Bidders may download Tender Document along with terms and conditions from IFCI website home page by clicking at The bidders are required to file Bid electronically / physically, on or before the last date mentioned in this tender document and submit all the required documents. However, the physical bids and / or the hard copy of the Bids filed electronically, along-with all required documents as mentioned in this Tender document, should be dropped in drop box placed on ground floor of IFCI, on or before the last date & time of submission of the bids, as mentioned in this RFP, in a sealed cover super scribed Bid for Purchase of IFCI s equity stake in CCIL at following address : The General Manager (S&A Dept.) IFCI Limited, IFCI Tower 61 Nehru Place, New Delhi hod.sa@ifciltd.com 5.2 The bidders are requested to submit their bids prior to last date of submission to avoid any technical or other difficulty resulting in non-submission of their bids due to nonavailability of website at last moment and for any reason whatsoever. Neither IFCI nor the E-Tendering service provider shall be responsible for any issues such as internet connectivity Page 5 of 26

6 or non-compatibility of internet browser or corrupt files uploaded by the bidder (uploaded file should open properly and clearly visible in Adobe Acrobat reader). The last date and time of submission of bids will not be extended due to slowdown of the system or congestion due to traffic flow at the time of submitting tender. The bidders will have an option to submit their bids directly in physical form also in a sealed envelope to IFCI in a Box kept on Ground Floor, IFCI Tower, 61, Nehru Place, New Delhi captioned Tender Document for Purchase of IFCI s equity shares in CCIL. However, in case of electronic submission of bids, a physical submission of bids along with all the required documents, on or before the last date & time, is mandatory. 5.3 Bidders who wish to participate in this tender through electronic mode, will have to register on line The Bidders will have to procure a Digital Signature Certificate (Type-II or Type-III) as per information Technology Act using which they can sign their electronic bids. The Bidders can procure the same from any CCA approved certifying agency etc. or they may contact IFCI E-tender service provider M/s Nextenders India (Pvt) Ltd., Help Desk Contact no / / (at 9.30 AM to 5.30 PM on all working days) Sanjay.kumar@nextenders.com, Prateek.parashar@nextenders.com, avinash.srivastava@nextenders.com 5.4 Bidders who already have a valid Digital Signature Certificate do not need to procure a new Digital Certificate. The bidders are requested to read the user manual available on website before initiating the process of E-Tendering. 5.5 At any time prior to the deadline for submission of Bids, IFCI may, for any reason, whether at its own initiative or in response to a clarification sought by any prospective bidder, modify the bidding documents by amendment/ addendum/corrigendum. The corrigendum/ addendum, if any, will be uploaded on IFCI s website Bidder must keep track of any corrigendum and/ or addendum or any change in the schedule or any other relevant information issued in respect of the subject tender by IFCI. 5.6 Before electronically submitting the bids, it should be ensured that all the required documents are digitally signed by the bidders. The online bids will have to be digitally signed and submitted within the time specified on website The successful bidder shall enter into integrity pact and confidentiality agreement, as required, with IFCI within the time frame mentioned in the award letter. 6. Technical Proposal 6.1 The Technical Bid document shall comprise a Letter of Bid Submission, Statement of Legal Capacity, Confirmation-cum-Undertaking for Fit and Proper Person and Request for Page 6 of 26

7 Qualification (RFQ), which are to be submitted in the formats prescribed as per Annexures I to V. The Bidders shall submit the Technical Bid complete with all technical and commercial details and necessary documents for Eligibility and Technical Evaluation. The Technical Bid shall also include, but not be limited to, the information as given below: (i) (ii) Bidder s Profile (particulars of constitution, ownership, main business activities, registration details, size, existence and geographical presence including number of offices and infrastructure, human resources, experience, reputation etc). Certificate of Registration of Bidder or any equivalent document should be attached. Copy of PAN Card of the Bidder. (iii) Copy of Proof of Registered Office of the Bidder. (iv) Copy of Certificate of Incorporation (in case of Corporate). (v) Memorandum & Articles of Association (in case of Corporate). (vi) A copy of documentary evidence of membership / user of CCIL payment system. (vii) A declaration with respect to the following that; a) The prospective buyer is a User of at least one of the Payments Systems of CCIL in the ordinary course of its business. b) The bidder is eligible to invest in terms of extant rules and regulations that are applicable for investment issued by its regulatory authority and there is no prohibition or restriction on such investment imposed by any regulatory authority. (viii) Financial Soundness of the Bidder (turnover and net worth for the last 3 (three) years). This should be supported by enclosing the Audited Financial Statements (comprising of Auditors Report on the Financial Statements, Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, Notes/Schedules to the Financial Statements and Director Report) for the last 3 (three) years, including FY (ix) Details of pending litigation(s) and/or legal/ statutory enquiries if any, by the Bidder against CCIL, if any, as also details of any past criminal conviction against sponsors/ partners/directors of the Bidder. (x) (xi) Details of any indictment of the Bidder by Income Tax, Sales Tax, Customs or Excise Authorities, SEBI, RBI or any other regulator. Authorization/ delegation of power to enable the authorized signatory to sign the Bid. Page 7 of 26

8 6.2 The Technical Proposal shall be uploaded electronically. However, the signed original Technical Proposal uploaded electronically, shall be placed in a sealed envelope. The envelope shall clearly mention the Date, Bidder s Name and Address and shall be super scribed Bid for Purchase of IFCI s equity shares in CCIL. 6.3 However the bidders will also have an option to directly drop their bid documents, in physical form, in a Box kept on Ground Floor, IFCI Tower, 61, Nehru Place, New Delhi captioned Tender Document for Purchase of IFCI s equity shares in CCIL positively by 15:00 hrs (IST) on Friday the January 19, The Technical and Financial Proposals submitted should be unconditional for acceptance. Conditional proposals shall be summarily rejected. 7. Financial Proposal and Reserve Price: 7.1 The Financial Proposal (as per Annexure - V), is required to be submitted online through website or in physical form as specified in para 5. The Financial Bid shall be submitted on a per share basis hereinafter referred as bid price, either for entire stake i.e. 20 lakh shares or for part stake not below 2,50,000 shares. The quantity of bid should be in multiple of 2,50,000 shares and shouldn t exceed 20,00,000 shares. The reserved floor price has been fixed at Rs.601/- per share and bid price should be equal to or above the floor price. 7.2 The financial bid should be submitted in the format as per Annexure - V only. All bids shall be denominated in Indian Rupees (INR) only. Bid (s) received below the Reserve Price, will be rejected outright despite fulfilling the Technical Eligibility Criteria. 7.3 The prospective bidders are advised not to mention any value of EMD in the technical bid. The instrument / DD for EMD is required to be submitted physically along with a covering letter in a separate sealed opaque envelope and may be submitted, within the technical Bid envelope, with financial bid/proposal, to be dropped in a box kept on ground floor of IFCI Tower, 61-Nehru Place, New Delhi, by the stipulated time frame, i.e. Friday, January 19, 2018 at 15:00 hrs (IST). 8. Pre-Proposal Queries 8.1 The prospective Bidder(s), requiring any clarification on the Tender Document may notify the same in the form of query to IFCI latest by 17:00 hrs (IST) on Wednesday, January 17, Queries can be sent to hod.sa@ifciltd.com, Telephone: , , & Mob / / IFCI would endeavor to respond to the queries at the earliest. Page 8 of 26

9 8.2 IFCI reserves the right, in their sole discretion, not to respond to any query/ question raised or provide clarification sought, if it is considered that it would be inappropriate to do so. Nothing in this section shall be taken or read as compelling or requiring IFCI to respond to any question or to provide any clarification. No extension of any time and date referred to in this Tender Document shall be granted on the basis or grounds of IFCI not responding to any question / issuing any clarification. 8.3 For information of all the interested Bidders, a Company Profile of CCIL, is given in Annexure - VI. 9. Bid Security/ Performance Guarantee/ Earnest Money Deposit (EMD) 9.1 The Financial Bid must be accompanied by an Earnest Money Deposit (EMD) equivalent to 10% of the total consideration, (viz. per share bid amount multiplied by the number of shares offered) by way of a Demand Draft drawn on any scheduled commercial bank in favor of IFCI Limited, payable at New Delhi. 9.2 The EMD shall be refunded to the unsuccessful Bidders within 15 days from the date of acceptance of LoI by the Successful Bidder (H-1). Successful bidders may substitute EMD with Bank Guarantee of equivalent amount issued by a scheduled commercial Bank in favour of IFCI with validity up to at least six months from the date of issue, subject to approval of terms of guarantee by IFCI. 9.3 No interest shall be payable on the EMD by IFCI Ltd. Financial Bids without EMD as specified as para 10.1 above would be considered as incomplete and shall liable to be rejected at the discretion of IFCI. Any decision in this regard taken by IFCI shall be final, conclusive and binding on the Bidder. 10. Last Date for submission of Proposals 10.1 The prospective Bidders may file their bids, electronic and / or physical submission, positively by 15:00 hrs (IST) on Friday, the January 19, 2018). However, in case of receipt of bid(s) of less than 20,00,000 equity shares of CCIL, the last date may be extended, at discretion of IFCI Ltd., for bid process of the remaining shares. A corrigendum in this regard will be published on IFCI s website. 11. Opening of Bids 11.1 Technical Proposals, both submitted electronically (on and physically shall be opened by Tender Committee, at 17 th Floor, IFCI Tower, 61, Nehru Place, New Delhi at 1530 hrs (IST) on January 19, The Bidders may authorize their representatives for attending the bid opening session. In case of submission of bid through electronic mode, the representative of the Bidder has to be present at the time of opening of bids for inputting password (if required). The financial bid will be opened for Bidders fulfilling the eligibility criteria. The Financial Proposals of eligible bidders shall be opened after completion of Technical Evaluation, on the same day. Page 9 of 26

10 11.2 The Bid submitted electronically will be opened first followed by opening of envelope containing hard copy of electronic bid and physical bids will be opened subsequently In the event of tie in the bid price, all the bids would be sent to RBI / CCIL for their approval. Further selection of successful bidder post receipt of approval from RBI/CCIL, among the bidders who will be approved by RBI and CCIL, would be as under: In the event of tie, in the bid price (per share), preference will be given to the bidder bidding for higher number of shares. In the event of tie in the (bid price) as well as in quantity of shares bid for, IFCI shall resolve the tie through draw of lots, in presence of bidders (if any), to decide the respective ranks of the bidders (in sequence of highest to lowest) EXTRA CONDITION: The transaction of sale of share, is to be made subject to the compliance and fulfilment of terms and conditions of the Articles of Association (in short AoA ) of the CCIL. The AoA of the CCIL prescribes the procedure for transfer of the shares of CCIL and also provides the pre-emptive rights on transfer of equity shareholding in favour of existing members of the Company. The bidders are expected to go through and be well versed with the provisions of the AoA, which a public document, governing the transfer of shares. The bidders shall take all steps which are required to be taken for its induction as a member / shareholder of the CCIL. It is to be noted that IFCI shall on best efforts basis make efforts for the induction of the successful bidders as a member /shareholder of the CCIL. However, in the event, CCIL refuses to induct the successful bidder aa a member/shareholder of CCIL for any reason whatsoever, the successful bidder shall have no claim / entitlement against IFCI, except the refund of EMD paid by successful bidder to IFCI without any interest. IFCI shall not be responsible / liable to the successful bidder regarding its non-induction as a member/shareholder of the CCIL. 12. Proposal Validity The Technical and Financial Proposals should remain valid for a period of 6 (Six) months from the date of submission of Proposals. 13. Letter of Acceptance and payment of Bid amount by Successful Bidder 13.1 Post Technical Evaluation, the shortlisted Bidders shall be arranged based on the Financial Bids in descending order of bid price and the ones quoting the highest bid price (per share) would be referred to as H1 as clarified in para 11.3 above. The second Highest Bidder would be referred to as H-2, and so on and so forth. After earmarking shares applied for by H1 bidder(s), surplus shares if any, would be earmarked to the extent available for allocation, to the next highest bidder(s) and the process would continue till there is no further share available for allocation / earmarking. It is likely that bidder may get Page 10 of 26

11 allotment less than the bid quantity and in such case, the bidder shall be bound to accept such allotment The successful Bidders shall be issued a Letter of Acceptance within 1 (one) week from the date of completion of the evaluation process The Further process will be subject to approvals with regard to Clause 75 of Articles of Association of CCIL, attached as Annexure VII and subject to satisfaction of RBI & CCIL as per points mentioned at 3.1.ii & 3.1.iii above The successful Bidder will be required to deposit the balance amount (in addition to the 10% EMD made at the time of submission of bid) in the form of a demand draft drawn on scheduled commercial bank in favour of IFCI Ltd within a period of 5 (five) days from the date issue of Demand Letter which would be issued after receiving clearance or all necessary approvals, but not limited to, with regard to Clause 75 of Articles of Association of CCIL and after satisfaction of RBI & CCIL as per points mentioned at 3.1.ii & 3.1.iii above. However, IFCI Ltd may grant further time maximum of 30 (thirty) days for payment of the balance amount subject to payment of 18% p.a. on the unpaid amount. 14. Completion of Transaction 14.1 On receiving the draft, for full consideration of shares allotted, the share transfer requisition for equivalent number of shares allocated to the bidder, would be handed over to the authorized representative of the successful bidder. In case of failure to pay the balance amount by the successful Bidder, IFCI will forfeit the EMD including any other amount paid by the successful Bidder along with the bid or invoke the Bank Guarantee, whichever is applicable. IFCI reserves the right to invite the next highest Bidder to accept the transaction at the bid price quoted by it, subject to being higher than the reserved floor price IFCI shall not in any way be responsible for any procedural delay and shall not be liable for any financial loss caused during the Transaction. In case of being unsuccessful in getting approvals, with regard to Clause 75 of Articles of Association of CCIL and/ or non - satisfaction of RBI & CCIL as per points mentioned at 3.1.ii & 3.1.iii above, till or before validity (6 months) of the proposal, the period may be further extended till such time the bidder agrees to extend. In the event of bidder not agreeing for extension of period, the EMD will be refunded to the bidder, without any interest IFCI reserves the right to withdraw the process at any stage before opening the bids and / or modify the process or any part thereof or to vary any terms at any time without assigning any reason whatsoever. In such an event, no financial obligation whatsoever shall accrue to IFCI or any of their respective officers or employees. 15. Undertaking by Bidder Page 11 of 26

12 The Bidders shall furnish the following Undertaking on a stamp paper of Rs.100/- (Rupees hundred only) duly attested by Notary as a part of their bid: We are the User of at least one of the Payments Systems of CCIL in the ordinary course of its business. 16. Conflict of Interest Bids submitted by entities having their relation in IFCI as employees, Director or in any of its subsidiaries shall be subject to rejection summarily as the same shall be construed as being in conflict of interest. 17. Confidentiality The Bidder shall agree that all information relating to and disclosed for the purpose of the Transaction shall be kept confidential, from the date hereof until the end of the Transaction. 18. Other terms and conditions 18.1 IFCI reserves the right to reject any or all bids without assigning any reason thereof as well as the right to add/ delete/ modify any one or more of the terms and conditions before submission of the bid. IFCI also reserves the right to not award the Letter of Acceptance to any of the Bidders and may terminate the process at any time before opening the bids without thereby incurring any liability IFCI reserves the right to withdraw from the Transaction or any part thereof, to accept or reject any or all bids at any stage of the Transaction and/ modify the process or any part thereof or to vary any terms and conditions, up to the date of submission of bid, without assigning any reason whatsoever. In such an event no financial obligation whatsoever shall accrue to IFCI or any of their respective officers and employees IFCI reserves the right to withdraw the Tender Document at any time before issuance of the Letter of Acceptance, without assigning any reason and shall not be held liable for any losses or damages caused by such withdrawal. The withdrawal of Tender Document would be by serving a suitable letter by IFCI to all the Bidders who submit their bids The decision of IFCI in regard to acceptance or non-acceptance of the proposal will be final and binding on all the Bidders The corrigendum/addendum, if any will be uploaded on IFCI s website Dispute Settlement 19.1 All matters relating to the sale process of equity shares of CCIL by IFCI and the bidding procedure thereof shall be governed by the laws of Union of India. Only Courts at New Delhi (with exclusion of all other Courts) shall have the jurisdiction to decide or adjudicate Page 12 of 26

13 on any matter, which may arise. Bidders are requested to adhere to laws/ guidelines applicable to this Transaction which includes the following but not limited to: a) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulation, 1997 and amendments thereof, if any and as applicable. b) Companies Act, 2013 and amendments thereof, if any and as applicable. c) Unlisted Public Companies (Preferential Allotment) Rules, 2003 and amendments thereof, if any and as applicable. d) Securities Contracts (Regulation) Act, 1956 (42 of 1956) and amendments thereof, if any and as applicable. e) Foreign Exchange Management (Transfer of Issue of Security by a Person Resident outside India) Regulations, 2000 and amendments thereof, if any and as applicable. f) Reserve Bank of India A.P. (DIR Series) Circular No. 25 dated December 22, 2006 and amendments thereof, if any and as applicable. g) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and amendments thereof and as applicable, if any. h) All other such Acts, Rules, Regulations, General Orders, Guidelines, Circulars and amendments thereof issued by SEBI, Ministry of Corporate Affairs, Ministry of Finance, Government of India, RBI or any such other regulatory/statutory bodies in India or its agencies thereof as well as in the concerned country having jurisdiction over the registered office of the Bidder Bidders are required to carry out their own due diligence at their cost and comply with any applicable legal requirements as required of them in this regard both in India as well as the concerned country having jurisdiction over their registered office. ***** Page 13 of 26

14 ANNEXURE - I LETTER OF BID SUBMISSION (On the letterhead of the Bidder) To, Date: General Manager (Subsidiaries & Associates) IFCI Limited, IFCI Tower, 61, Nehru Place, New Delhi Sub: Bid for Purchase of Equity Shares of CCIL held by IFCI Dear Sir, We refer to your Advertisement dated January 05, 2018 and Tender Document inviting bids for sale of equity shares of CCIL. We have read and understood the contents of Tender Document and the Advertisement. We hereby convey our acceptance to all the terms and conditions of the tender document and wish to participate in the above sale process and for this purpose: We propose to submit our bid [for and on behalf of (Insert Company Name and address)] We confirm that we satisfy the eligibility criteria set out in the relevant sections of the Tender Document. The statement of Legal capacity, Confirmation-cum-Undertaking for Fit and Proper Person, Request for Qualification and the sealed Financial Bid as per the formats, indicated hereinafter duly signed by us, which satisfy the eligibility criteria, are enclosed. We further certify that in regard to matters relating to security and integrity of the country, we have not been convicted by a court of law for any offence committed by us or by any of our sister concerns and no charge sheet has been filed by any agency of the Government of India or State Govt. for any offence committed by us or by any of our sister concerns. We further certify that we qualify as an eligible bidder for the said transaction as per the existing guidelines, rules, regulations applicable in India as well as the country (as applicable) having jurisdiction over our registered office as on date. We undertake that in case due to any change in facts or circumstances, with regard to the above mentioned, during the pendency of the Transaction, we are attracted by the provisions of disqualification in terms of the provisions of Tender Document, we would intimate IFCI of the same immediately. Page 14 of 26

15 We further undertake to provide additional information, if any sought by IFCI during the Transaction. The Request for Qualification, Confirmation-cum-Undertaking for Fit and Proper Person and a Sealed Financial Bid as per format duly signed by me/ us satisfying the eligibility criteria, is enclosed Yours faithfully, Signature of Authorised Person Name (Authorised Signatory): For and on behalf of Page 15 of 26

16 ANNEXURE - II STATEMENT OF LEGAL CAPACITY (On the letterhead of the Bidder) Date: To, General Manager (Subsidiaries & Associates) IFCI Limited, IFCI Tower, 61, Nehru Place, New Delhi Sub: Bid for Purchase of Equity Shares of CCIL held by IFCI Dear Sir, We refer to your Advertisement dated January 05, 2018 and Tender Document in connection with the proposed sale of equity shares of CCIL. We have read and understood the contents of the Tender Document and the Advertisement and in pursuance thereof hereby confirm that: We satisfy the eligibility criteria laid out in the Tender Document and the Advertisement. We have agreed that (Insert Individual s Name) shall act as our representative on our behalf and has been duly authorized to submit the bid. The signatures of (Insert Individual s Name) are attested herein below. Further, the authorized signatory is vested with requisite powers to furnish such letter and Request for Qualification and authenticate the same. Yours faithfully, Authorized Signatory For and on behalf of *strike off whichever is not applicable Signature of (Insert Individual s Name) Attested Authorized Signatory For and on behalf of bidder Page 16 of 26

17 REQUEST FOR QUALIFICATION (On the letterhead of the Bidder) (To be submitted in respect of the bidder) ANNEXURE III Name of the interested entity/ Bidder: Constitution (tick, where applicable): Public Ltd Company/Pvt Ltd Company/ Public Corporation/other Others, if any (Please specify): FII/ Mutual Fund/ Insurance Company/ Bank/ Financial Institution/ Other Sector (tick, where applicable): Public Sector/ Joint Sector/ Private Sector Others, if any (Please Specify): Share Holding Pattern: Nature of business/ products dealt with: Date and place of incorporation: Date of commencement of business: Full address including telephone numbers/ facsimile: Registered Office: Head Office: Address for Correspondence: PAN Number of the Company TIN Number of the Company Contact Person(s): 1. Name: 2. Designation: 3. Address: 4. Phone No.: 5. Mobile No.: 6. Fax No.: Page 17 of 26

18 7. Basis of eligibility for participating in the proposed sale of stake in CCIL (Membership Number of CCIL). (Please mention details of your eligibility as per the Tender Document requirements) Yours faithfully, Authorized Signatory For and on behalf of Place: Date: Enclosures: Page 18 of 26

19 CONFIRMATION-CUM-UNDERTAKING Fit and Proper Person (On the letterhead of the Bidder) ANNEXURE - IV To, General Manager (Subsidiaries & Associates) IFCI Limited, IFCI Tower 61, Nehru Place New Delhi Date: Dear Sir, (1) We, (name) having office at (full address to be given) hereby confirm that we are a fit and proper person for this Transaction. (2) We are user of atleast one of the Payments Systems of CCIL in the ordinary course of its business. (3) We further, in particular, confirm as follows: (i) We are having a general reputation and record of fairness and integrity, including but not limited to a. financial integrity b. good reputation and character; and c. honesty; (ii) None of our Whole-time Directors/ Managing Partners has been convicted by a Court for any offences involving moral turpitude or any economic offence or any offence against securities laws; (iii) No order for winding up has been passed against us; (iv) We have not been declared insolvent; (v) None of our Whole-time Directors/ Managing Partners has been declared insolvent; Page 19 of 26

20 (vi) No order restraining, prohibiting or debarring me/ us from dealing in securities in the capital market or from accessing the capital market has been passed by Securities and Exchange Board of India (SEBI) or any other regulatory authority; (vii) (viii) No order restraining, prohibiting or debarring any of our whole-time directors or managing partners from dealing in securities in the capital market or from accessing the capital market has been passed by SEBI or any other Regulatory Authority. We are, a financially sound person(s). (4) We hereby confirm that we are not the person(s) acting in concert [as defined under clause (e) of Sub-regulation (1) of Regulation 2 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 1997 as amended from time to time] with any of the existing shareholders of CCIL and also undertake to inform CCIL in writing if and when I /we act in concert with any of the shareholders of CCIL in future. Place: Date: Signature: Name: Designation: Organization: Note: if the executant is Corporate, please attach a certified true copy of the resolution authorizing the execution of this document. Page 20 of 26

21 ANNEXURE - V (FORMAT FOR FINANCIAL BID) FINANCIAL BID (On the letter head of the Bidder) Ref: Date: To, General Manager (Subsidiaries & Associates) IFCI Limited, IFCI Tower 61, Nehru Place New Delhi Dear Sir, Sub: Bid for Purchase of Equity Shares of CCIL We refer to your Advertisement dated January 05, 2018 and the Tender Document in connection with the proposed Sale of Equity Shares of CCIL. We have read and understood the contents of the Tender Document and the Advertisement, Our unconditional offer for purchase of Equity Shares of CCIL is: 1) Number of Shares (in multiple of 2,50,000 not exceeding 20,00,000). 2) Price per share Rs. /- (not below Rs.601 per share) 3) Total Bid Amount (1X2) = Rs. (In words only) We do hereby confirm that we satisfy the eligibility criteria laid out in the Tender Document and the Advertisement as well as other applicable Acts, Regulations, Guidelines in India as well as the concerned country having jurisdiction over our registered office. I/ We also confirm that, we have not been barred by any of the statutory authorities from purchase of shares of CCIL. We further confirm that I/ We shall abide by the payment schedule as specified in the Tender Document. Yours faithfully, Authorized Signatory For and on behalf of Page 21 of 26

22 The Clearing Corporation of India Ltd. (CCIL) COMPANY PROFILE ANNEXURE VI 1. BACKGROUND 1.1 CCIL was promoted by six core promoters identified by RBI s Core Committee viz. SBI, IDBI Bank, ICICI Bank, LIC, BOB and HDFC Bank. CCIL was incorporated with an Equity Share Capital of Rs.50 crore (5,00,00,000 equity shares of Rs.10 each). During the incorporation phase of CCIL, apart from the identified core promoters, IFCI had also invested in 20,00,000 (twenty lakh) equity shares, which constitutes 4% of the total equity share capital of CCIL. In addition to above, CCIL s capital includes 8.5% Redeemable, Non- Convertible, Cumulative Preference Shares of Rs.50 crore issued to various public as well as private entities. 1.2 The Clearing Corporation of India Ltd. (CCIL) was set up in April, 2001 to provide guaranteed clearing and settlement functions for transactions in Money market, G-Secs, Foreign Exchange and Derivative markets. CCIL also provides non-guaranteed settlement for Rupee interest rate derivatives and in cross currency transactions through the CLS Bank. CCIL is also the Trade Repository for all Over the counter (OTC) transactions in the Forex, Interest Rate and Credit derivative transactions to enable financial institutions report their transactions in derivatives. 1.3 CCIL has continuously evolved over the years with the shifting paradigms of the financial arena to take on various roles in the financial market. Through its fully owned subsidiary, Clearcorp Dealing Systems Limited (CDSL), CCIL has introduced various platforms for electronic execution of deals in various market segment. Further, CDSL has developed, implemented and manages the NDS-OM - the RBI owned anonymous electronic trading system for dealing in G-Secs and also for reporting of OTC deals as well as the NDS-CALL platform which facilitates electronic dealing in the Call, Notice & Term Money market. 1.4 CCIL is also the Trade Repository for all OTC transactions in the Forex, Interest Rate and Credit derivative transactions. Portfolio Compression is also undertaken semi-annually for non- cleared Rupee Interest rate Swaps and cleared Forex forward derivative transactions. CCIL through its subsidiary Legal Entity Identifiers India Limited is the Local Operating Unit (LOU) for issuing globally compatible Legal Entity Identifiers (LEIs) in the Indian financial market. Currently, CCIL is the Calculation Agent for some of the important Benchmarks used by the market under the aegis of the Benchmark Administrator, Financial Benchmarks India Page 22 of 26

23 Limited (FBIL). CCIL has received the ISO/IEC 27001:2013 certification from DNV GL in 2015 for securing its information assets. CCIL through its publications and website updations disseminates information and statistics pertaining to CCIL s operations and the financial markets. 2. SHAREHOLDING PATTERN (as currently available on CCIL s website) % of Type of Shareholder Shareholding Commercial Banks 70% Financial Institutions (FIs) 14% Primary Dealers 16% Total 100% IFCI share (20,00,000 equity shares of Rs.10/- each) (within FI s portion) 4% In addition to above, CCIL s capital includes 8.5% Redeemable, Non-Convertible, Cumulative Preference Shares of Rs.50 crore issued to various public as well as private entities. 3. MANAGEMENT : Name Mrs. Usha Thorat Mr. R Sridharan Mr. Bhavesh Zaveri Mr. M S Sundara Rajan Mr Sankarshan Basu Mr Sudhir Joshi Mr. Rajendra Chitale Mr. B. Sambamurthy Mrs. Anshula Kant Mr Narayan K Seshadri Dr. G Sivakumar Mr. C Venkat Nageswar Mr. P. Sitaram Mr. K. K. Mahajan Mr. B. Prasanna Mr. Satish C. Singh Designation Non- Executive Chairperson Managing Director Nominee Director Independent Director Independent Director Independent Director Independent Director Independent Director Nominee Director Independent Director Independent Director Nominee Director Nominee Director Nominee Director Nominee Director Nominee Director Page 23 of 26

24 4. AUDITED FINANCIAL STATEMENTS OF CCIL 4.1 Kindly be directed by the following link to see the Financial of CCIL from to , (Ctrl + Click): For more details /Information, kindly visit (Ctrl + Click) Address and Contact Details Shri Shakti Kumar, Shri Prabhjot Singh General Manager, Manager Subsidiaries & Associates Department, Subsidiaries & Associates Department IFCI Limited, IFCI Tower, IFCI Limited, IFCI Tower, 61- Nehru Place, New Delhi Nehru Place, New Delhi Tel: Tel: Mobile: Mobile: hod.s-ad@ifciltd.com Page 24 of 26

25 Extract from Articles of Association of CCIL ANNEXURE VII Restriction on transfer and pre-emptive rights 75 A. (1) As provided in the foregoing Articles and without prejudice to the provisions of these presents, a Member shall be at liberty to transfer a share. (2) Except as hereinafter provided, no shares in the Company shall be transferred unless and until the rights of preemption hereinafter conferred shall have been exhausted. (3) Every member who intends to transfer any shares (hereinafter called "the Vendor") shall give notice in writing to the Board of his intention. The notice shall specify the price at which the Vendor proposes to sell the shares referred to in the notice and the notice will also specify the name of the purchaser. The Board shall have discretion whether to accept the price or not. If the Board does not accept the price specified in the notice, the same shall be determined by the auditor for the time being of the Company who shall certify by writing under his hand the price, which in his opinion is the fair selling value thereof as between a willing vendor and a willing purchaser. A certification by the auditor shall be conclusive as to the selling price of the shares comprised in such notice. The price as accepted by the Board or as determined shall be the fair value of the shares and is hereinafter referred to as "fair value". The notice shall constitute the Board as agent of the Vendor for sale of the shares at the fair value. (4) The Board shall forthwith give notice to all the Members of the Company of the number and fair value of the shares to be sold and invite each of them to state in writing within twenty-one days from the date of the said notice whether he is willing to purchase any, and if so what maximum number, of the said shares. (5) At the expiration of the said twenty-one days the Board shall allocate the said shares to or amongst the Member or Members who shall have expressed his or their willingness to purchase a aforesaid provided that no Member shall be obliged to take more than the said maximum number of shares so notified by him as aforesaid. If more Members express willingness to purchase the shares than there are available for sale then the Directors may in their discretion in such manner as they think fit, decide to which Member or Members the shares are to be sold and the decision of the Directors shall be final. Upon such allocation being made the vendor shall be bound on payment of the fair value to transfer the share to the purchaser or purchasers and if he makes default in so doing the Board may receive and give a good discharge for the purchase money on behalf of the Vendor and enter the name of the purchaser in the Register as holder by transfer of the said shares purchased by him. (6) In the event of the whole of the said shares not being sold under sub-article (5) of this Article, the vendor may, at any time within six calendar months after the expiration of the said twenty-one days, transfer the shares not so sold to any person (subject to applicable Articles hereof) and at any prices being not less than the fair value thereof as determined under sub-article (3) of this Article. (7) (i) Sub-articles (2) and (6) of this Article hereof shall not apply to a transfer to a person who is already a Member of the Company nor to a transfer by a Member which is a body corporate to its parent company or to any of its subsidiary companies provided that such Page 25 of 26

26 transfer is approved for the purpose by the Board of Directors by a resolution passed by a two-third majority. Any transfer falling within the exceptions mentioned in this Article shall nevertheless be subject to the provisions of the relevant Articles. (ii) For the purpose of clause (i) of this sub- article, a company shall be deemed to be a subsidiary of another if the other holds more than half in nominal value of the equity share capital of the first mentioned company. (8) For the purpose of this Article, shares shall mean Equity shares.* (9) The provisions of this Article shall not apply in case of a proposed transfer of shares by an existing shareholder to a person(s) who is/are not member(s) if a special resolution to that effect is passed at a general meeting called for the purpose by the members.** 75B (i) No shares shall be transferred unless the divestment/sale/transfer of shares have prior approval of Reserve Bank of India. (ii) Further, the Board may refuse to transfer the shares, if in the opinion of the Board, the transferee is not a Fit or Proper person.* *Vide Special Resolution in the Annual General Meeting held on August 29, 2012 **Vide Special Resolution passed in the Extra- Ordinary General Meeting held on January 19, 2015 Page 26 of 26