REQUEST FOR PROPOSAL (RFP) FOR PURCHASING EQUITY SHARES HELD BY BANK OF INDIA RFP NO TRY: : 01

Transcription

1 REQUEST FOR PROPOSAL (RFP) FOR PURCHASING EQUITY SHARES OF STCI FINANCE LIMITED HELD BY BANK OF INDIA RFP NO TRY: : 01 LAST DATE FOR SUBMISSION OF BIDS: 15:00 HRS (IST) ON 22/08/2017

2 DISCLAIMER The information contained in this Request For Proposal (RFP) document or information provided subsequently to its bidders whether verbally or in documentary form by or on behalf of Bank of India (the Bank or BOI ) is on the terms and conditions set out in this RFP document and all other terms and conditions subject to which such information is provided. The information provided in this RFP Document, has been prepared and provided in good faith and the Bank shall not accept any responsibility or liability, whatsoever, in respect of any statements or omissions herein, or the accuracy, correctness, completeness or reliability of information in this RFP Document, and shall incur no liability as to the accuracy, reliability and completeness of this RFP Document and the Information Memorandum, even if any loss or damage is caused to any of the Bidder by any act or omission on their part. This RFP is neither an agreement nor an offer and is only an invitation by Bank to the interested parties for submission of response to the RFP. The purpose of this RFP is to give a fair opportunity to the eligible bidder(s) for expressing their interest. This RFP does not claim to contain all the information each bidder may require. Bank makes no representation or warranty and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or completeness of this RFP. Bank may in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the information in this RFP. Further, please note that the bank is not committed either contractually or in any other way to the bidders whose applications are accepted. The issue of this request for RFP does not commit or otherwise oblige the Bank to proceed with any part or steps of the process. Subject to any law to the contrary, and to the maximum extent permitted by law, the Bank and its directors/officers/employees/contractors/agents and advisors disclaim all liabilities (including liability by reason of negligence) from-any loss or damage, cost or expense incurred or arising by reasons of any person using the-information and whether caused by reasons of any error, omission or misrepresentation in the information contained in this document or suffered by any person acting or refraining from acting because of any information contained in this RFP document or conduct ancillary to it whether or not the loss or damage arises in connection with any omission, default, lack of care or misrepresentation on the part of the Bank or any of its officers, employees, contractors, agents or advisors. Page 2

3 1. Introduction: Bank of India (hereinafter referred to as BOI or the Bank ) is one of the premier Nationalized Banks with network of 5,123 domestic branches spread across India as on 31 st March, The Bank also has overseas presence in 22 foreign countries spread over 5 continents with 61 offices including 5 Subsidiaries, 5 Representative Offices and 1 Joint Venture, at key banking and financial centres viz., Tokyo, Singapore, Hong Kong, London, Jersey, Paris and New York. Bank of India offers wide range of products and services to both Corporate and Retail Customers. BOI also provides services to its customers through alternate banking channels such as Internet Banking, Debit Cards, Mobile Banking etc. To expand further reach, BOI is forging ahead with cutting edge technologies and innovative new banking models. 2. Objective: A) Bank of India is an investor in STCI Finance Ltd (STCIFL) holding 1,13,83,781 equity shares representing stake of 29.96%. B) STCIFL is a systemically important non-deposit taking NBFC providing loans against shares, corporate loans against properties, construction finance and corporate loans. STCIFL has two wholly owned subsidiaries namely STCI Primary Dealer Limited (STCIPD) and STCI Commodities Limited. STCI PD undertakes trading in government securities, corporate bonds, money market instruments, interest rate swaps and trading in equity (both cash and F&O). STCI Commodities Limited provides brokerage, investment and advisory services in Indian Commodities Markets. STCIFL also holds 10% equity stake in Clearing Corporation of India Ltd (CCIL). Financials of the STCIFL are available on the company s website i.e. under Investors Corner. BOI is proposing to sell its partial / entire stake in STCIFL to unlock its value of its investment by floating this RFP hereinafter referred to as the transaction or Transaction. The indicative minimum price per share of STCIFL is Rs. 550/-. This process is open to all the bidders who fulfill the eligibility criteria as set out in this RFP document. Page 3

4 3. Process before submission of RFPs:- i) Raising of queries/clarifications on RFP document: The bidders requiring any clarification on this document should submit their written queries on or before the end of RFP period to: The General Manager/ Dy. General Manager, Bank of India, Treasury Branch (HO), Star House I, C-5, G Block, 7th Floor, BKC, Bandra East, Mumbai Tel: / HeadOffice.SDM@bankofindia.co.in The Bank may at its sole discretion, if deemed necessary, issue interpretations and clarifications to the Bidder. All clarifications and interpretations issued by the Bank shall be deemed to be part of the RFP Document. However, it is expected that the Bidder shall have undertaken an independent due-diligence on the Company i.e. STCI Finance Ltd for participation in the Bidding Process and shall not rely solely on information provided by the Bank. ii) Modification in RFP document: At any time prior to the deadline for submission of proposal, the Bank may modify/add/delete any part of this document. Such change(s) if any may be in the form of an addendum/corrigendum and will be uploaded in the Bank's website All such change(s) will automatically become part of this RFP and have binding on all applicants. Bidders are advised to regularly refer the Bank's official website before they submit their proposals. iii) Extension of date of submission of proposal: Extension of date for submission of proposal will not be entertained. However, the Bank at its discretion may extend the deadline in order to allow prospective applicants a reasonable time to take the amendment/changes to RFP into account, if any. 4. Bidding Process: a) Bids are to be submitted in a single closed cover envelope containing Envelope I (Technical Proposal) and Envelope II (Financial Proposal) each one duly closed separately. All documents required to be submitted by the Bidder pursuant to this RFP Document, including the Bid, shall be signed by the duly authorized signatory of the Bidder. In case of submission of the Bid by a joint venture or a consortium (whether incorporated or not), the Bid along with all requisite documents pursuant to this RFP Document shall be signed by a person duly authorized by the Lead Partner. b) The information is to be submitted for each proposal along with the format as specified in the appendices to this RFP Document. Strict adherence to the formats annexed as appendices in the RFP Document, is required. Page 4

5 Non-adherence to formats and/or submission of incomplete information may be grounds for declaring the bid non-responsive. Each format has to be duly signed and sealed by the Bidder. c) The Evaluation Committee will first open and evaluate the Technical Proposal and for Bidders who meet the Qualifying Criteria, the Evaluation Committee will then open and evaluate the Financial Proposal of such Qualified Bidders. The Financial Proposal of non-qualified Bidders shall be returned to the respective Bidders unopened. d) Each applicant has to submit Non-refundable application fee of INR 25000/- (Rupees Twenty Five Thousand only) and Earnest Money Deposit (EMD) of INR.25,00,000/- (Rupees Twenty Five Lakhs only) by way of DD/ Bankers Cheque (from Nationalized/ scheduled Commercial bank) in favor of Bank of India. 5. Pre-Bid Meet: a) The Prospective Bidders shall be invited by the Bank to attend a pre-bid meeting on August 14, 2017 at 4.00 PM ( Pre-bid Meet ). The venue for the conference and any other clarification can be sought from details mentioned in para 3 i) on or before 5:00 p.m. on 11 th August, Such Bidders may also send their queries on the mail address mentioned above. The should clearly bear the subject: Pre-Bid Meet. b) The Bank shall endeavor to arrange an interaction with the representatives of STCI Finance Ltd during the Pre-bid Meet. c) Save and except the right of the Bidder to seek clarification pursuant to Para 3 i) of this RFP Document, no separate meeting or telephonic conversation/ with the Bidder shall be entertained by the Bank, for the purposes of providing clarifications, with respect to the Bidding Process, the Company or the RFP Document. 6. Bid Due-date: Bids should be submitted before 1500 Hours IST on August 22, 2017 (hereinafter, referred to as the Bid Due Date ), at the address provided in Para 8 e) below in the manner and form as detailed in this RFP Document. The Bank may, at its sole discretion, extend the Bid Due Date, by duly informing all the Bidders. Page 5

6 7. Schedule of Bid Process: S.No Event Description Date 1 Release of Advertisement & RFP August 07, Pre-Bid Meet August 14, Bid Due Date August 22, Opening of Technical Proposal August 23, Opening of Financial Proposal August 29, 2017 BOI may, at its sole discretion, extend / advance any of the timelines as specified in this clause, subject to providing due notice of such extension to the Bidders, by . The updated schedule shall also be updated on the BOI s website under Tender section. 8. Preparation And Submission of Bid: a) Language: The Bid and all related correspondence and supporting documents in relation to the Bidding Process shall be in English language. b) All Bidders are required to submit information in accordance with this RFP Document. Bidders should provide information sought herein in order to satisfactorily establish their competence and suitability for acquisition of equity stake in STCIFL. c) A Bid submitted by a Bidder shall be final and binding on the Bidder. There shall be no negotiation between the Bank and the Bidders, on the Bid received, during the Bid evaluation process other than in terms of this RFP Document. d) The Bidder shall not be allowed to withdraw the Bid after submission of the Bid. A Bid once made/submitted, shall be valid for a period that is not less than 180 days from the Bid Due Date or such revised date as may be extended by the Bank from time to time ( Bid Validity Period ). The Bidder agrees to extend the validity of the Bid as may be required by the Bank. e) Sealing and Labeling of Bids: Bids are to be submitted in a single closed cover envelope containing Envelope I (Technical Proposal) and Envelope II (Financial Proposal) each one duly closed separately. Envelope I (Technical Proposal) and Envelope II (Financial Proposal) should bear the following Superscript: Page 6

7 Technical Proposal (Envelope I) Superscript - Offer for Purchase of Equity stake in STCI Finance Limited held by Bank of India. Name of the Bidder -. Envelope I: Technical Proposal Financial Proposal (Envelope II) Superscript - Offer for Purchase of Equity stake in STCI Finance Limited held by Bank of India. Name of the Bidder -. Envelope II: Financial Proposal Technical Proposal (Envelope I) and Financial Proposal (Envelope II) for the Bid to be submitted by Bidders should be packed in a single sealed cover envelope, with the following superscript: Offer for Purchase of Equity stake in STCI Finance Limited held by Bank of India. ATTN. OF: Mr. Rajan Rao DESIGNATION: Dy. General Manager Bank of India, Treasury Branch (HO), Star House I, C-5, G Block, 7th Floor, BKC, Bandra East, Mumbai Tel: /4594 Name of the Bidder. All envelopes used by the Bidder for the purpose of any submission and communication should be adequately sealed to prevent any interference/tampering while in transit. The Bank shall assume no responsibility for the delay in submission of Bid or misplacement or premature disclosure of the contents of the Bid and consequent losses, if any, suffered by the Bidder. f) It is hereby further clarified that all documents required to be submitted by the Bidder pursuant to this RFP Document, including the Bid, shall be signed by the duly authorized signatory of the Bidder. In case of submission of the Bid by a joint venture or a consortium, whether incorporated or not, the Bid along with all requisite documents pursuant to this RFP Document shall be signed by a person duly authorized by the Lead Partner. Page 7

8 9. Notes to the Bidders: a) This RFP Document is issued upon an express understanding and agreement that the Bidder shall use it solely for the purpose of preparation and submission of the Bid and for the purpose necessarily associated herewith and for no other purpose whatsoever. b) If the Bidder conceals any material information or makes a wrong statement or misrepresents facts or makes a misleading statement in its Bid, in any manner whatsoever, the Bank reserves the right to reject such Bid and/or cancel the Letter of Intent (LoI) (if issued) and forfeit the EMD, without prejudice to any other right or remedy available to it under law. The Bidder/s and/or the Qualified Bidder/s and/or the Selected Bidder/s and/or the Successful Bidder/s shall be solely responsible for such disqualification based on its declaration in the Bid. c) Bid submitted by the Bidder shall become the property of the Bank and the Bank shall have no obligation to return the same to the Bidder. However, EMD submitted by the unsuccessful Bidders shall be returned in accordance with and subject to the terms of this RFP Document. d) No change or supplemental information to the Bid shall be accepted after the Bid Due Date. The Bank may, at its sole discretion, ask for additional information/document and/or seek clarifications from a Bidder, after the Bid Due Date. Delay in submission of additional information and/or documents sought by the Bank shall make the Bid liable for rejection. e) This RFP Document does not purport to contain all the information required by the Bidder. The Bidder should conduct independent investigations and analysis and should check the accuracy, reliability and completeness of the information in this RFP Document and obtain independent advice from appropriate sources, prior to making an assessment of the Company. f) While this RFP Document has been prepared in good faith, neither the Bank nor its officers or employees make any representation or warranty or shall have any responsibility or liability whatsoever, whether in contract, tort or otherwise, for any direct, indirect or consequential loss or damage, loss of use, loss of production or loss of profits or interest costs or in respect of any statements or omissions under this RFP Document. Any liability is accordingly expressly disclaimed by the Bank and its respective officers and employees, even in the event such loss or damage has occurred on account of any act or omission on the part of the Bank or its officers or employees, whether by negligence or otherwise. Page 8

9 g) No extension of time shall be granted under any circumstances to the Bidder for submission of the Bid except with approval from Evaluation Committee. h) The Bidder shall be responsible for all the costs associated with the preparation of the Bid, including participation in discussions, attending the Pre-bid Meet, etc. The Bank shall not be responsible in any way for such costs, regardless of the conduct or outcome of the Bidding Process. 10. Bid Evaluation Process : a) The Bid submitted by the Bidder shall be examined and evaluated by the Evaluation Committee, based on the information and documents furnished by the Bidder, as part of the Bid, and in accordance with the terms and conditions detailed in this RFP Document. b) The Bid shall comprise of the following: i. Technical Proposal; and ii. Financial Proposal. c) The Bid evaluation process comprises of the following steps: i. Step I Evaluation of Technical Proposal of the Bidder ii. Step II Selection of Qualified Bidder(s) iii. Step III Evaluation of Financial Proposal of the Qualified Bidder(s) iv. Step IV - Selection of Selected Bidder(s) v. Step V Due Diligence of Selected Bidder(s) vi. Step VI - Declaration of Successful Bidder(s) and Issuance of Letter of Intent 11. Technical Proposal : a) Bidder should demonstrate the following eligibility and financial capacity ( Qualifying Criteria ): Eligible domestic bidders: All entities other than individuals, HUFs and unlimited partnerships shall be eligible to participate in this Bid subject to the provisions of this RFP Document. Eligible foreign bidders: Those foreign investors who are eligible to invest under the extant FDI Policy and the Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder, save and except individuals and unlimited partnerships, may participate in this Bid subject to the provisions of this Bid Document. Page 9

10 Criteria I: Financial capacity of a company / body corporate / Financial Institution Criteria II: Financial capacity of fund / insurance company In case of a company/ body corporate, the following minimum financial requirements should be complied by the Bidder: Consolidated Net-worth of INR 50,00,00,000/- (Indian Rupees Fifty Crore only) or more as on March 31, The Bidder shall provide a certificate of consolidated Net-worth certified by its authorized signatory signing the bid documents; In case of funds or insurance companies, the following minimum financial requirements should be complied with by the Bidder: a) Consolidated Minimum Asset Under Management (AUM) of INR 1000 crores as on March 31, 2017 supported by audited financial statements; or b) Committed funds available for investment / deployment in Indian companies or Indian assets of INR 1000 crores or more as on March 31, 2017 supported by copies of such commitment letters (firm commitment) from the investors of the fund. Insurance companies shall provide certificate from the authorized signatory in support of (a) above. Funds shall provide certificate from the authorized signatory in support in (a) or (b) above. b) The Bidder must provide true and correct information in relation to its eligibility and financial capacity as per the format of Technical Proposal as provided under Appendix III. c) The Bidder must clarify in its Technical Proposal, the capacity under which it is submitting its Bid i.e. whether it is submitting the Bid as a company/ body corporate/ financial institution/funds/ joint venture/ consortium. The Bidder must also provide supporting documents under the Applicable Laws Page 10

11 to demonstrate its capacity as a company/ body corporate/ financial institution/funds/ joint venture/ consortium. d) In case the Bidder is: i. a company / body corporate / financial institution then such Bidder is required to demonstrate and satisfy the Criteria I of the Qualifying Criteria; or ii. a fund / insurance company then such Bidder is required to demonstrate and satisfy the Criteria II of the Qualifying Criteria, or iii. a joint venture or the consortium (whether incorporated or unincorporated), the Bidder shall convey the details of the Lead Partner for the joint venture or the consortium to the Bank and the nature of establishment. The applicable Qualifying Criteria will depend on the nature of establishment of the Lead Partner. Thus, if the Lead Partner in the joint venture or the consortium is a company /body corporate/ financial institution, the Lead Partner must satisfy the Criteria I of the Qualifying Criteria. If the Lead Partner in the joint venture or the consortium is a fund/insurance company, the Lead Partner must satisfy the Criteria II of the Qualifying Criteria. e) any other category of Bidder, may choose to demonstrate to satisfy either Criteria I or Criteria II as per applicability, f) For the purposes of qualifying under financial capacity, financial strength of the Bidder/Ultimate Parent/Parent/Group Company/Affiliate can be used in line with the accounting principles as per which the financials statements of the group have been prepared for the previous financial year. Documents listed out under Para 11 a) for the group shall be provided along with the Technical Proposal. g) In case of Joint venture/ Consortium, a member shall not be a part of more than one joint venture/ consortium or bid as a single bidder. h) The Bidder should also submit the audited financial statements of immediately preceding 2 (two) financial years. If the audited financial statement of the immediately preceding financial year is not available then an unaudited financial statement of such financial year should be submitted along with the Technical Proposal. For the sake of clarification, in the event the Bid Due Date falls within three months of the closing of the latest financial year of the Bidder, it may ignore such latest financial year. Financial year, for this purpose, shall mean the accounting year followed by the Bidder in the course of its normal business. i) In addition to the aforementioned documents, the Bidder(s) shall submit the constitutional documents, profile of the Bidder(s) including description Page 11

12 of its business activities, names and addresses of its board of directors, shareholding pattern, tax residency certificate (if any), registration certificate with any regulatory authority (including RBI, SEBI, IRDAI) at the time of submitting the Technical Proposal. j) Submission of Application Fee & Earnest Money Deposit: Each bidder has also to submit Non-refundable application fee of INR.25000/- (Rupees Twenty Five Thousand only) and Earnest Money Deposit (EMD) of INR.25,00,000/- (Rupees Twenty Five Lakhs only) by way of DD/ Bankers Cheque (from Nationalized/ scheduled Commercial bank) in favour of Bank of India. The DD/ Bankers Cheque (from Nationalized/ scheduled Commercial bank) is to be kept in the Envelop I pertaining to Technical Proposal 12. Financial Proposal : a) The Bidder shall submit the Financial Proposal for the Bid in the format provided in Appendix IV to this RFP Document. b) As part of the Financial Proposal, the Bidder shall submit the Price per Equity Share (in INR) and the number of Equity Shares to be acquired from Bank of India. However, the Bidder should Bid for minimum 11,38,378 Equity Shares of the STCI Finance Ltd. c) The Financial Proposal shall be evaluated on the basis of Price per Equity Share submitted by the Bidder, as per the provisions of Para 14 ( Evaluation Process ). d) The Evaluation Committee reserves the right to amend or modify the criteria of the evaluation of the Financial Proposal submitted by the Bidders, prior to the Bid Due Date. 13. Non - Responsive Bids: a) The Technical Proposal and the Financial Proposal submitted by Bidders shall be scrutinized to establish responsiveness to the requirements laid down in this RFP Document. In addition to the events set out in Para 8 above, the following events or occurrences may cause the Bid to be considered non- responsive, at the sole discretion of the Bank: i. Bids that are incomplete, i.e. not accompanied by any of the applicable formats and documents as specified in this RFP Document; ii. A Bidder submitting more than one Bid; iii. Material inconsistencies in the information / documents submitted by the Bidder, affecting the Qualifying Criteria; iv. Bid not received by the Bid Due Date; Page 12

13 v. Bid not signed by authorized signatory and / or stamped in the manner indicated in this RFP Document; vi. Information not submitted in the formats specified in this RFP Document; vii. Bid validity being less than that required in this Bid Document; viii. Bid being conditional in nature; ix. Existence of Conflict of Interest; x. Bidder delaying in submission of additional information or clarifications sought by the Bank as applicable; or xi. Bidder makes any misrepresentation. b) A Bid shall be reviewed for compliance with the submission requirements set forth in this RFP document. Appendix VII (Checklist for Submission of Bid) in this RFP Document shall be used to check whether the Bidder meets the stipulated requirements. 14. Evaluation process: An Evaluation Committee formed for this purpose by BOI will carry out the process as under: Step I- Evaluation of Technical Proposal of the Bidder a) The sealed envelope containing the Technical Proposal submitted with the Bid shall be opened by the Evaluation Committee on the date and time as communicated by the Bank by an to the Bidders. b) The Technical Proposal submitted by the Bidders shall be scrutinized by the Evaluation Committee based on the Qualifying Criteria set out in Para 8, 11 and 13 above. Provided that if a Bid that is found deficient or irregular in meeting the procedural requirements as set out in this RFP Document, then the Evaluation Committee, shall have the right at their sole discretion to give an extension of 2 (two) days to the concerned Bidder to remedy any deficiencies or irregularities in the Bid submitted and thereafter if the Bid is still found to be deficient after the re-submission then the Evaluation Committee, reserves the right to declare such Bid as non-responsive at their sole discretion. Step II- Selection of Qualified Bidder(s) Based on the evaluation set out above, the Evaluation Committee shall approve and select the Qualified Bidders and the name of the Qualified Bidder will be declared by the Bank. For the avoidance of doubt, such selection of the Qualified Bidders by the Evaluation Committee shall be final and binding on all the Bidders. Page 13

14 Step III- Evaluation of Financial Proposal of the Qualified Bidder(s) a) The sealed envelope containing the Financial Proposal submitted with the Bid by the Qualified Bidders shall be opened by the Evaluation Committee on the date as may be communicated by the Bank and such date shall be duly communicated by an , to the Qualified Bidders. b) The Financial Proposal submitted by the Qualified Bidders shall be scrutinized by the Evaluation Committee based on the Criteria set out in Para 12 above. Provided that a Financial Proposal that is found deficient in meeting the requirements set out in this Bid Document may be declared non-responsive at the sole discretion of the Bank. Step IV Selection of Selected Bidder(s) a) The Qualified Bidders Financial Proposal shall be evaluated by the Evaluation Committee, based on the information furnished as per the prescribed formats, and the related documentary evidence in support of meeting the requirements as specified in Para 12 above as furnished by the Bidder. b) The Price per Equity Share ( Price ) as per the Financial Proposal of all Qualified Bidders shall be ranked from the highest to the lowest, with the highest ranked bidder designated as H1 Bidder, second highest H2 Bidder and so on and so forth. In the event the Evaluation Committee is not satisfied by the Price quoted by the Qualified Bidders in their Bid, the Evaluation Committee reserves the right to annul the Bidding Process and reject all Bid(s). c) In the event that the H1 Bidder has bid for purchase of all the 1,13,83,781 Equity Shares of the Company as per the Financial Proposal, the H1 Bidder may be declared as the Selected Bidder. The Evaluation Committee at their sole discretion reserves the right to further negotiate with the H1 Bidder. d) In case the H1 Bidder has not bid for all the 1,13,83,781 Equity Shares of the Company, the bank shall have right to sell the shares partially to different Bidders. e) Based on the assessment set out above, the Evaluation Committee shall select one or more Selected Bidder, and accordingly the name(s) of the Selected Bidder(s) will be declared by the Bank. For the avoidance of doubt, such selection of the Selected Bidder(s) by the Evaluation Committee shall be final and binding on all the Qualified Bidders. Page 14

15 Step V - Due Diligence of Selected Bidder(s) a) The Evaluation Committee reserves the right to conduct a due diligence on the Selected Bidders with the assistance of external agencies. The scope of the due diligence shall include but not be limited to the following parameters: i. compliance with the statutory/regulatory guidelines with respect to the Selected Bidders (domestic as well as overseas); ii. Know Your Customer checks to the satisfaction of Bank; iii. review of the financial capacity of the Selected Bidders; and iv. Any other matter, which the Bank may deem fit or necessary. b) To enable the Evaluation Committee to conduct due diligence on the Selected Bidder(s), the Selected Bidder(s) shall submit documents including but not limited to its constitutional documents, profile of the Selected Bidder(s) including description of its business activities, names and addresses of its board of directors, shareholding pattern, tax residency certificate (if any), registration certificate with any regulatory authority (including RBI, SEBI, IRDAI), name and identity of beneficial owners, details of litigation, history of action taken by any regulatory authority and such other documents as may be specified by the Evaluation Committee. c) In the event any of the Selected Bidder(s) is deemed ineligible after the aforementioned due diligence, the Evaluation Committee shall be at liberty and reserves the right to, at their discretion conduct Step IV (Selection of Selected Bidder) above again for the shortfall resulting from the disqualification of such Selected Bidder, starting from the Qualified Bidder next in rank to the disqualified Selected Bidder; to finalize the list of Selected Bidders. Step VI Declaration of Successful Bidder(s) and Issuance of LoI a) Upon satisfactory completion of the due diligence exercise in relation to the Selected Bidders as set out in Step V above, the Evaluation Committee shall select one or more Successful Bidder(s), and accordingly the name(s) of the Successful Bidder(s) will be declared by the Bank; b) Thereafter an Letter of Intent shall be issued by the Bank to the Successful Bidder(s). c) For the avoidance of doubt, such selection of the Successful Bidder(s) by the Evaluation Committee shall be final and binding on all the Selected Bidders. Page 15

16 15. Conditions Subsequent : a) Pursuant to the issuance of the LoI, the Successful Bidder(s) shall be required to comply with the following conditions, in accordance with the timelines, as set out in this RFP Document ( Conditions Subsequent ). b) Acceptance of LoI : The Successful Bidder(s) shall within a period of 3 (three) days from the date of issuance of the LoI, accept the LoI, without any condition and record such acceptance by providing the Bank with 1 (one) copy of the LoI with an endorsement stating that such LoI is Accepted Irrevocably and Unconditionally, under the signature of the authorized signatory of the Successful Bidder. c) Obtaining requisite Statutory and Regulatory Approvals : The Successful Bidder(s) shall obtain all the relevant regulatory approvals, if required, under Applicable Law for the acquisition of Bank s stake being divested in the Company, within a period of 20 (Twenty) days from the date of issuance of the LoI. d) Execution of Definitive Agreements: The Successful Bidder(s) shall, pursuant to the discussion with the Bank, execute the Share Purchase Agreement and other Definitive Agreements within 30 (Thirty) days of date of issuance of the LoI (unless otherwise extended by the Bank). The Successful Bidder(s) shall comply with the conditions precedent set out in the Definitive Agreements within 15 (fifteen) days from the date of execution of the Definitive Agreements or such other period as may be extended by the Bank. e) Closing of the Transaction: Closing of the Transaction shall occur once the Bank receives the Consideration from the Successful Bidder(s) and the name(s) of the Successful Bidder(s) are recorded in the register of shareholders of the STCIFL. In the event the approval of the board of directors of STCIFL is not provided, to register the transfer of the Shareholding or any part thereof in the name of any or all of the Successful Bidder(s), the Evaluation Committee reserves the right to annul the Bidding Process or conduct Step IV, Step V and Step VI, as set out in Para 14 above, in respect of other Selected Bidders. 16. Consequences Of Non-Compliance With Conditions Subsequent : In the event of non-compliance with the Conditions Subsequent, set out in Clause 15 above, the Evaluation Committee reserves the right to pursue any of the following actions: a) the Evaluation Committee may revoke the LoI; b) the Evaluation Committee may cancel the Bid submitted by the Successful Bidder(s); Page 16

17 c) the Evaluation Committee may forfeit the EMD provided by the Successful Bidder unless such non-compliance is due to failure to receive Company board approval as stipulated in Para 15 e); d) the Evaluation Committee may conduct Step IV, Step V and Step VI, as set out in Para 14 above in respect of other Selected Bidders. 17. Miscellaneous: a) The terms and conditions of this RFP Document and any Bid submitted pursuant hereto, shall be non-binding on the Bank. b) This RFP Document and the Bidding Process shall be governed by and construed in accordance with the laws of India and the courts at Mumbai shall have the exclusive jurisdiction over all disputes arising under, pursuant to or in connection with this RFP Document or the Bidding Process. c) The Evaluation Committee, in their sole discretion and without incurring any obligation or liability, reserve the right, to; i. suspend or cancel the Bidding Process, amend or supplement the Bidding Process or modify any time period or terms and conditions set out in this RFP Document; ii. consult with any Bidder in order to receive clarifications or further information; iii. retain any information submitted by, on behalf of, and/or in relation to any Bidder; iv. cancel or disqualify the Bid submitted by the Bidder at any stage of the Bidding Process as per the RFP Document; or v. Independently verify, disqualify, reject or accept any and all submissions or other information or evidence submitted by, or on behalf of any Bidder. d) The Bidder hereby agrees and releases the Bank and its employees, agents and external advisors to the Bank, irrevocably, unconditionally, fully and finally, from any and all liability for claims, losses, damages, costs, expenses or liabilities, in any way related to or arising from the exercise of any rights or performance of any obligations set out under this RFP Document, or in connection with the Bidding Process, and waives any and all rights or claims the Bidder may have in this respect, whether actual or contingent, whether present or in future. e) The Bank reserves the right to accept or reject any bid/s in part or in full or to cancel the bidding process and reject all Bids at any time without Page 17

18 incurring any liability to the affected Bidder or Bidders or any obligation to inform the affected Bidder or Bidders of the grounds for the Bank s action and the Bank's decision in this regard will be final. No contractual obligation whatsoever shall arise on the Bank from the RFP process. f) Any effort on the part of Bidder/s to influence the evaluation process may result in rejection of the proposal. g) Applicants shall be deemed to have: i. Examined the RFP document and its subsequent changes, if any for the purpose of responding to it. ii. Examined all circumstances and contingencies, having an effect on their proposal and which is obtainable by making reasonable enquiries. iii. Satisfied themselves as to the correctness and sufficiency of their proposal and if any discrepancy, error or omission is noticed in the proposal, the applicant shall notify the Bank in writing on or before the end date/time. h) The Bidders must advise the Bank immediately in writing of any material change to the information contained in their proposal, including any substantial change in their ownership or their financial or technical capacity. i) RFP responses/bids shall remain valid for a period of 180 days from the date of opening of the Bid. A Bid valid for a shorter period may be rejected by the Bank as non-responsive. j) In exceptional circumstances, the Bank may solicit the Bidders consent to an extension of the period of validity. The request and the responses thereto shall be made in writing. The EMD provided shall also be suitably extended. A Bidder may refuse the request without forfeiting its EMD. k) The Bank reserves the right to call for fresh quotes any time during the validity period, if considered necessary. l) For any further clarification, please contact : The General Manager/ Dy. General Manager, Bank of India, Treasury Branch (HO), Star House I, C-5, G Block, 7th Floor, BKC, Bandra East, Mumbai Tel: / HeadOffice.SDM@bankofindia.co.in Page 18

19 APPENDICES Formats for Bid Submission The following formats are required to be submitted as part of the Bid. These formats are designed to demonstrate the Bidder s compliance with the requirements set forth in this RFP Document. 1. Appendix I: Format of the Covering Letter (Envelope I); 2. Appendix II: Format of the Bidder s composition and ownership structure (Envelope I); 3. Appendix III: Format of the Technical Proposal (Envelope I); Format for financial capacity evaluation under Para 11 (Envelope I); 4. Appendix IV: Format of the Financial Proposal under Para 12 (Envelope II); 5. Appendix V: Format of Undertakings (Envelope I); 6. Appendix VI: Format of the certificate of relationship of Parent Company or Group Company or Affiliate or Ultimate Parent with the Bidder (Envelope I); 7. Appendix VII: Format of the checklist for Bid submission (Envelope I); and 8. Appendix VIII: Format for seeking Clarification. A Bidder may use additional sheets to submit the information for its detailed response. Page 19

20 Appendix I: Format for Covering Letter (On the Letter Head of the Bidder) Bidder's Name: Full Address:.. Telephone No.:. address:.. Fax / No.:.. To, General Manager, Bank of India, Treasury Branch, Star House I, C-5, G Block, Bandra Kurla Complex, Bandra East, Mumbai Dear Sir, Sub: - Offer for Purchase of Equity Stake in STCI Finance Limited held by BOI Ref: - RFP Document dated 07 th August, 2017 We, the undersigned Bidder having read and examined in detail the RFP Document for Purchase of partial / entire equity stake in STCI Finance Limited held by Bank of India (BOI) and hereby submit our Bid. We are enclosing the Bid with duly signed formats as desired by you in the RFP Document for your consideration. Application Fee & EMD: We enclose a non-refundable application fee of INR 25,000/- (Twenty Five Thousand only) and EMD of INR 25,00,000/- (Twenty Five Lacs only), in the form of Cheque/DD no. dated. as per the details given in the RFP Document in terms of Para 4 d) of the RFP Document. We have submitted our Technical Proposal and Financial Proposal strictly as per the Appendix III and Appendix IV of the RFP Document respectively, without any deviations, conditions and without mentioning any assumptions or notes. Acceptance We hereby unconditionally and irrevocably agree and accept the terms of the RFP Document and that the decision made by BOI in respect of any matter regarding or arising out of the RFP Document shall be binding on us. We hereby expressly waive any and all claims in respect of Bidding Process. We confirm that there are no litigations or disputes against us, which materially affects our ability to fulfill our obligations under the RFP Document. Page 20

21 Familiarity with Relevant Indian Laws & Regulations We confirm that we have studied the provisions of the relevant Applicable Laws as required to enable us to submit this Bid and execute the other Definitive Agreements, in the event of our selection as the Successful Bidder. We have obtained the necessary corporate and regulatory approvals required under Applicable Law for participating in the Bidding Process and acquiring the equity stake in STCI Finance Ltd in the event of our selection as the Successful Bidder. CONTACT PERSON - Details of contact person are furnished as under: Name:. Designation:. Company Address: Phone Nos.:. Fax Nos.:.. address: We are enclosing the Technical Proposal (Envelope I) and Financial Proposal (Envelope II) containing duly signed formats, each one duly closed separately, in one (1) original as desired by you in the RFP Document for your consideration. It is confirmed that our Bid is consistent with all the requirements of submission as stated in the RFP Document. The information submitted in our Bid is complete, strictly as per the requirements stipulated in the RFP Document and is correct to the best of our knowledge and understanding. We would be solely responsible for any errors or omissions in our Bid. We confirm that all the terms and conditions of our Bid are valid for acceptance for a period of 180 days from the Bid Due Date and shall extend the validity as and when required by the Bank of India. We confirm that we have not taken any deviation so as to be deemed nonresponsive with respect to the conditions stipulated in this RFP Document. Thanking you, Yours faithfully, (Signature) Name and address of Authorized Signatory of the Bidder Date:. Place: Page 21

22 Appendix II: Format for Bidder s composition and ownership structure Please tick the correct option: the Bid is being submitted by the Bidder in its capacity as a company/ body corporate/ financial institution/funds/ joint venture/ consortium/insurance company. In case of joint venture / consortium, details of the members of joint venture / consortium: Members of joint venture / consortium Member 1 (Lead Partner) Member 2 [Please add extra rows if there are more than two members] % Share of member in Consideration Nature of establishment of the member Corporate Details: Please provide the following information for the Bidder. a. Company s Name, Address, Nationality details: Name Registered Office Website Address Corporate Identification Number (CIN), if any: Country of Origin: Address for Correspondence: Year and Date of Incorporation Company's Business Activities: Name of the authorized representative Telephone Number Address Fax No b. Please provide the following documents: (i) Copy of the Memorandum and Articles of Association and certificate of incorporation or other equivalent constitutional document (as applicable in the case of a foreign company), including their amendments of the Bidder (certified by the company secretary or a director) (as Attachment 1 to this document); or (ii) If the Bidder is incorporated as a joint venture, then copy of the Memorandum and Articles of Association and certificate of incorporation or other equivalent constitutional document (as applicable in the case of a foreign company), including their amendments of the Bidder (certified by the company secretary or a director) (as Attachment 1 to this document); or Page 22

23 (iii) If the Bidder is not incorporated as a joint venture or a consortium, then copy of the Memorandum and Articles of Association and certificate of incorporation or other equivalent constitutional document (as applicable in the case of a foreign company), including their amendments of each of the members who shall be forming the joint venture or the consortium (certified by the company secretary or a director along with a power of attorney as Attachment 1 to this document); and Consortium Arrangement Agreement; and c. Details of Ownership Structure: Details of each of the persons owning 10% or more of the total paid up equity of the Bidder. Name of the Bidder company. Status of equity holding as on. Name of Equity Type and Number of Shares owned % of Equity Holding Extent of Voting Control (%) Note: Status of equity holding should be provided not earlier than 30 (thirty) days prior to Bid Due date. The determination of the relationship of the Parent Company or Affiliate or Group Company with the Bidder shall be existing 7 days prior to the Bid Due Date. Documentary evidence in the form of a certificate from a practicing Company Secretary or Statutory Auditor to establish such relationship shall be furnished by the Bidder along-with the Bid. For and on behalf of Bidder M/s. (Signature of authorized signatory) Name:. Designation:... Stamp:... Date:.. Place: Page 23

24 Appendix III: Technical Proposal (On the letter head of the Qualified Bidder) Format for financial capacity evaluation under Para 11 To, General Manager, Bank of India, Treasury Branch, Star House I, C-5, G Block, Bandra Kurla Complex, Bandra East, Mumbai Dear Sir, Sub: Bid for Purchase of Equity Stake in STCI Finance Limited held by Bank of India (BOI) in response to the RFP Document dated 07 th August, 2017 We submit our Bid for which we submit details of our Financial Capacity (please fill up the applicable table) Name of Bidder/Group Companies/Affiliates Consolidated Net Worth in INR (as per generally accepted accounting principles in India) [OR] Relationship with Bidder* Net-worth (INR) Name of Bidder/Group Companies/ Affiliates Consolidated AUM in INR Name of Bidder/Group Companies/ Affiliates Companies/Affiliates Total Value in INR [OR] Relationship with Bidder* Relationship with Bidder* Asset Under Management (AUM) Committed Funds Page 24

25 *Note: (a) The column for Relationship with Bidder is to be filled in only in case financial capacity of Parent Company and/ or Affiliate and/ or Group Company has been used for meeting financial capacity evaluation. (b) In case of joint venture / consortium, details of the joint venture / consortium partner permissible under the RFP Document to be provided in the format. The following documents have been annexed herewith this letter: (a) In case of company / body corporate / Financial Institution: (i) a consolidated Net- Worth certificate of the Bidder certified by its authorised signatory signing the bid (ii) audited financial statements of immediately preceding two financial years; or an unaudited financial statement of immediately preceding financial year; (b) (c) In case of a fund / insurance company: (i) A certificate from the authorised signatory of the Bidder certifying the consolidated AUM of the insurance company/ fund or committed funds (as the case may be); (ii) commitment letters from the investors; (iii) audited financial statements of immediately preceding two financial years; or an unaudited financial statement of immediately preceding financial year. The constitutional documents, profile of the Bidder(s) including description of its business activities, names and addresses of its board of directors, shareholding pattern, tax residency certificate (if any), registration certificate with any regulatory authority (including RBI, SEBI, IRDAI). In case of joint venture / consortium, all the members of the consortium shall submit the documents listed out herein. Yours faithfully (Signature and stamp (on each page) of Authorized Signatory of Bidder) Name:. Date:.. Place:.. Notes: 1. Along with the above format, in a separate sheet, please provide details of computation of Net-worth. Page 25

26 Appendix IV: Financial Proposal Format for Financial Proposal under Para 12 (On the letter head of the Qualified Bidder) To, General Manager, Bank of India, Treasury Branch, Star House I, C-5, G Block, Bandra Kurla Complex, Bandra East, Mumbai Dear Sir, Sub: Financial Proposal relating to purchase of Equity Stake in STCI Finance Limited held by Bank of India Set out below is the Financial Proposal relating to the acquisition of partial/ entire equity stake in STCI Finance Ltd ( Transaction ) submitted pursuant to the RFP Document dated 7 th August, 2017 issued by Bank of India ( RFP Document ): We submit our Bid for which we submit details of our Financial Proposal (please fill up the applicable table) Price Per Number of Shares Share (INR) Total Consideration (INR) % of Company s equity shareholding bid for We understand that the Bid submitted by us is final and binding on us. We understand that the Bid shall be valid for period of not less than 180 days from the Bid Due date or for such revised period as may be considered by the Bank of India from time to time. We understand that the Bank of India have further right to renegotiate the terms of this Financial Proposal and the decision of the Bank of India in selection of the Selected Bidder and / or the Successful Bidder shall be final and binding on us. Yours faithfully, (Signature and stamp (on each page) of Authorized Signatory of the Qualified Bidder) Name: Date: Place:... [Please also affix the company seal of Qualified Bidder] Page 26

27 Appendix V - Format for Undertakings Bidder s undertaking [On the Letter Head of the Bidder] To, General Manager, Bank of India, Treasury Branch, Star House I, C-5, G Block, Bandra Kurla Complex, Bandra East, Mumbai Dear Sir, Sub: Bidders Undertakings for Bid for Purchasing Equity Stake in STCI Finance Ltd held by Bank of India in response to the RFP Document dated 7 th August, We give our unconditional acceptance to the RFP Document dated 7th August, 2017 issued by BOI, and as amended from time to time. We undertake to execute all documents required on the completion of the Bidding Process. 2. We have submitted our Technical and Financial Proposals strictly as per Appendix III and Appendix IV of the RFP Document, without any deviations, conditions and without mentioning any assumptions or notes for the Technical and Financial Proposals in the said format. 3. We have submitted the Bid on the terms and conditions contained in the RFP Document. 4. Our Bid shall be valid till the expiry of the Bid Validity Period or for such extended period as decided by BOI. 5. Our Bid has been duly signed by authorized signatory and closed in the manner and to the extent indicated in the RFP Document. 6. We undertake that, if we are selected as the Successful Bidder, we will comply with all the conditions as set out in under the RFP Document, LOI and the Definitive Agreements and all the terms of our Bid as approved by BOI and at terms agreeable to BOI as per the RFP Document. 7. We undertake that our Bid conforms to the requirements of the RFP Document as on the date of submission of this Undertaking including: a) The Bidder has non-default external rating. b) There are no accounts of the Bidder or any of its Group Companies and Affiliates that has been classified as a non-performing asset. c) None of the Bidder, its Group Companies and Affiliates, or any of their promoters or directors have been declared to be wilful defaulters by RBI or by any regulatory authority in case of foreign investors. Page 27