SECURITIES AND EXCHANGE BOARD OF INDIA

REQUEST FOR PROPOSAL

FOR

Implementation of Data Analytics Projects and Building of Data

Models at SEBI

RFP No. SEBI/ITD/HO/2020/10/01

This is a confidential document and is the property of Securities and Exchange Board
of India (SEBI). It may not be copied, distributed or recorded on any medium,
electronic or otherwise, without SEBI’s prior written permission. The use of the
contents of this document, even by the authorized personnel / agencies for purposes
other than the purpose specified herein, is strictly prohibited and in case of any
violation of this stipulation, SEBI may initiate action under applicable civil and
criminal laws.
Table of Contents

1. Request for Proposal Process ................................................................................................. 12

1.1. Fact Sheet ............................................................................................................................. 12
1.2. Request for Proposal ........................................................................................................... 13
1.3. Structure of the RFP ........................................................................................................... 13
1.4. Instructions to Bidders ........................................................................................................ 13
1.4.1. General ......................................................................................................................... 13
1.4.2. Compliant Proposals / Completeness of Response ................................................... 14
1.4.3. Code of Integrity ......................................................................................................... 14
1.5. Pre-Bid Meeting & Clarifications ...................................................................................... 15
1.5.1. Pre-bid Conference ..................................................................................................... 15
1.5.2. Responses to Pre-Bid Queries and Issue of Corrigendum....................................... 16
1.6. Key Instructions of the Bid ................................................................................................. 16
1.6.1. Right to Terminate the Process.................................................................................. 16
1.6.2. Earnest Money Deposit (EMD)/ Bid Security .......................................................... 16
1.6.3. Submission of Proposals/ Guidelines for Bidders .................................................... 17
1.6.4. Bidder’s Authorized Signatory .................................................................................. 20
1.7. Preparation and Submission of Proposals......................................................................... 20
1.7.1. Proposal Preparation Costs........................................................................................ 20
1.7.2. Venue & Deadline for Submission of Proposals ....................................................... 20
1.7.3. Proposal Validity ......................................................................................................... 20
1.7.4. Proposal Opening ........................................................................................................ 20
1.7.5. Proposal Evaluation .................................................................................................... 21
1.8. Terms and Conditions of this RFP ..................................................................................... 21
1.8.1. Award Criteria ............................................................................................................ 21
1.8.2. Information Provided ................................................................................................. 21
1.8.3. Errors and Omissions ................................................................................................. 22
1.8.4. Eligible Goods.............................................................................................................. 22
1.8.5. Partnership / Collaboration ....................................................................................... 22
1.8.6. Format and Signing of Bid ......................................................................................... 22
1.8.7. Notification of Award ................................................................................................. 22
1.8.8. Signing of Agreement.................................................................................................. 23
1.8.9. Governing Law and Disputes ..................................................................................... 23
1.8.10. Content and Form of Responses ................................................................................ 23

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 1.8.11. Consortium /Teaming Arrangement ......................................................................... 23
1.8.12. Labour Laws................................................................................................................ 24
1.8.13. Subcontracting ............................................................................................................ 24
1.8.14. Workmen Safety and Insurance ................................................................................ 24
1.8.15. Technological Upgrade ............................................................................................... 25
1.8.16. Right to Accept Any Proposal and To Reject Any or All Proposal(s) .................... 25
1.8.17. Failure to Agree with the Terms and Conditions of the RFP ................................. 25
1.8.18. Payment Process .......................................................................................................... 25
1.8.19. Restrictions under Rule 144 (xi) of the General Financial Rules (GFRs), 2017 .... 26
1.9. Fraud and Corrupt Practices ............................................................................................. 28
2. Scope of Work and Deliverable ............................................................................................. 30
2.1. Background Information .................................................................................................... 30
2.1.1. Project Background .................................................................................................... 30
2.1.2. Envisaged Benefits ...................................................................................................... 30
2.1.3. About SEBI .................................................................................................................. 31
2.1.4. Present Set Up ............................................................................................................. 31
2.2. Objective of Proposed Work .............................................................................................. 31
2.3. Business Requirements ....................................................................................................... 32
2.3.1. Integrated Surveillance Department - 1 .................................................................... 32
2.3.2. Integrated Surveillance Department - 2 .................................................................... 34
2.3.3. Investigations Department ......................................................................................... 34
2.3.4. Market Intermediaries Regulation and Supervision Department .......................... 36
2.3.5. Investment Management Department....................................................................... 37
2.3.6. Corporation Finance Department ............................................................................. 52
2.4. Technical Requirements ..................................................................................................... 56
2.4.1. System Integration and Components ........................................................................ 56
2.4.2. Domain Expertise ........................................................................................................ 57
2.4.3. Solution Architecture .................................................................................................. 57
2.4.4. Implementation Requirements .................................................................................. 58
2.4.5. Security and Controls ................................................................................................. 61
2.4.6. Post Implementation Support Requirements ........................................................... 62
2.4.7. Software Change Management Framework ............................................................. 62
3. Bid Evaluation Process ........................................................................................................... 64
3.1. Evaluation Process............................................................................................................... 64
3.2. Technical Evaluation ........................................................................................................... 64
3.2.1. Scoring Model.............................................................................................................. 64

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 3.3. Commercial Bid Evaluation ............................................................................................... 68
4. Conditions Specific to Project ................................................................................................ 68
4.1. Acceptance Testing and Certification ................................................................................ 68
4.1.1. Quality Assurance (QA) Testing and User Acceptance Tests (UAT) Activities .... 68
4.1.2. Go-Live......................................................................................................................... 69
4.1.3. Technical Documentation ........................................................................................... 69
4.1.4. Application Development (Change Requests) .......................................................... 70
4.2. Delivery Schedule ................................................................................................................ 70
4.3. Payment Schedule................................................................................................................ 71
4.4. Delays in the Bidder’s Performance............................................................................ 72
5. Appendix I Technical Bid Templates ............................................................................. 73
5.1. Form 1: Compliance Sheet for Technical Bid ................................................................... 74
5.2. Form 2: Pre-Contract Integrity Pact ................................................................................. 77
5.3. Form 3: Letter of Proposal ................................................................................................. 83
5.4. Form 4: Project Citation Format ....................................................................................... 84
5.5. Form 5: Proposed Solution and Write Up......................................................................... 86
5.6. Form 6: Proposed Work Plan............................................................................................. 87
5.7. Form 7: Team Composition ................................................................................................ 88
5.8. Form 8: Curriculum Vitae (CV) of Key Personnel .......................................................... 89
5.9. Form 9: Details of Proposed Products/Services Back to Back Support and Service
Agreements with OEM ................................................................................................................... 90
5.10. Form 10: OEM Response compliance Sheet ................................................................. 92
5.11. Form 11: Undertaking from OEM ................................................................................ 93
5.12. Form 12: Bank Details .................................................................................................... 94
5.13. Form 13: Self Declarations ............................................................................................. 95
5.14. Form 14: Letter for Refund of EMD ............................................................................. 97
5.15. Form 15: Consortium details ......................................................................................... 98
5.16. Form 16: Letter from Consortium Member ................................................................. 99
5.17. Form 17: OEM Training Details ................................................................................. 101
5.18. Form 18: Bank Guarantee ........................................................................................... 102
6. Appendix II: Financial Bid Templates ................................................................................ 104
6.1. Form 1: Covering Letter .................................................................................................. 105
6.2. Form 2: Detailed Technical BOM with List of Products, Solutions, Services and
Licenses .......................................................................................................................................... 107
7. Appendix III: Manpower Requirement .............................................................................. 110
8. Appendix IV: Performance Bank Guarantee ..................................................................... 112

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9. Appendix V: Draft Master Service Agreement .................................................................. 115
10. Appendix VI - Undertaking of Confidentiality and Non-Disclosure ................................ 144
11. Appendix VII – POC Details ................................................................................................ 147
12. Appendix VIII – SEBI Private Cloud Configuration ........................................................ 150
13. Appendix IX – Data Lake Details ........................................................................................ 151

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Disclaimer & Disclosures

a) The information contained in this Request for Proposal (“RFP / Bid Document”) or
information provided subsequently to bidder(s) or vendor(s) in documentary form by or on
behalf of SEBI, is provided to the bidder(s) on the terms and conditions set out in this RFP
document and all other terms and conditions subject to which such information is provided.
All communication with regard to RFP will be in written format only.

b) The information in this RFP is to facilitate the Bidders to propose suitable, cost effective
solution. However, Bidders are required to make their own inquiries and will be required
to confirm that they have done so and they do not rely only on the information provided by
SEBI in submitting response to the RFP document. The information is provided on the
basis that it is non–binding on SEBI or any of its authorities, agencies, officers, employees,
agents or advisers. SEBI reserves the right not to proceed with the Project or to change the
configuration of the Project, to alter the time table reflected in this document or to change
the process or procedure to be applied. No reimbursement of cost of any type will be paid
to persons or entities participating in the process.

c) Any product name / function used in this document are meant to be generic and do not refer
to the product of any particular company. In case such proprietary terms have been
inadvertently mentioned then such terms should be taken to refer to the generic
technology(ies). Bidders with industry standard equivalent product name / function under
any other name will also be eligible to submit their bids.

d) This RFP document is not an agreement and is neither an offer. The purpose of this RFP is
to provide applicants who are short listed to submit the bids (“Bidders”) with information
to assist them in formulation of their proposals (“Bids”). This RFP does not claim to contain
all the information each Bidder may require. Each Bidder may conduct its own independent
investigations and analysis and is free to check the accuracy, reliability and completeness
of the information in this RFP. SEBI makes no representation or warranty, express or
implied, and shall incur no liability whatsoever under any law, statute, rules or regulations
as to the accuracy, reliability or completeness of this RFP. SEBI may in its absolute
discretion, but without being under any obligation to do so, update, amend or supplement
the information in this RFP.

e) SEBI reserves the right to reject any or all the responses to the RFP. Bids received in
response to this RFP at any stage without assigning any reason whatsoever and without
being liable for any loss/injury that Bidder might suffer due to such reason. The decision
of SEBI shall be final, conclusive and binding to all the parties directly or indirectly
connected with the bidding process.

f) It may be noted that notice regarding corrigenda, addendum, amendments, time-extensions,

clarifications, response to bidders’ queries etc., if any to RFP, will not be published through
any advertisement in newspapers or any other media. The same shall be communicated to
the shortlisted bidders through email/SEBI website.

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DEFINITIONS
“Acceptance” means SEBI’s written certification that the Systems (or a specific part thereof)
installed have been tested and verified as complete and fully operational in accordance with
the acceptance details, as specified in this RFP;

"Acceptance Certificate" means certificate issued by SEBI only after clearance of all
outstanding issues relating to Acceptance;

"Acceptance Test" or "Acceptance Testing" means the testing of the Systems (or a specific
part thereof) installed to verify if the Systems are complete and fully operational in accordance
with the Acceptance.

“Agreement” means the agreement entered into between the SEBI and the Solution Partner,
as recorded and signed by the parties, including all attachments and annexure thereto and all
documents incorporated by reference therein;

“Application Software” means business or technical software, either packaged or custom-

developed using Standard Software, formulated to interface with the users of the data
processing system;

"Annual Maintenance Contract" means the annual contract governing the maintenance of
the Solution provided by the Solution Partner, after the Warranty Period;

“Business Day” means day on which SEBI conducts regular business;

"Computer" means any electronic magnetic, optical or other high-speed data processing
device or system which performs logical, arithmetic, and memory functions by manipulations
of electronic, magnetic or optical impulses, and includes all input, output, processing, storage,
computer software, or communication facilities which are connected or related to the computer
in a computer system or computer network;

“Custom Software” means the software specifically and exclusively developed by the
Solution Partner for SEBI in terms of this RFP and includes any modifications made thereto
from time to time;

“Day” means calendar day;

“Data” means a representation of information, knowledge, facts, concepts or instructions

which are being prepared or have been prepared in a formalised manner, and is intended to be
processed, is being processed or has been processed in a computer system or computer network,
and may be in any form (including computer printouts magnetic or optical storage media,
punched cards, punched tapes) or stored internally in the memory of the computer;

"Data Centre" means such place designated by SEBI as a server room for hosting the solution
proposed by Solution Partner.

“Deliverable” means the Solution provided by the Solution Partner of the tasks stated in the
Project Plan;

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“Effective Date” means the date on which the Agreement is executed by the parties;

“Expert Committee” means and comprise of independent experts in the field of information
technology and finance as appointed by the parties within 2 (two) weeks from Effective Date;

"Final Acceptance" means and includes successful implementation of all components of the
Solution, submission of test results as per Acceptance Test Plan, all departments declare Go-
Live and SEBI shall thereafter certify to the Solution Partner in writing SEBI’s Acceptance of
the Systems and warranty will apply only after such final acceptance;

“Final Destination” means specific “Location” as finalized by SEBI for the delivery &
Installation of the goods or products under the RFP

“Force Majeure” means a circumstance beyond the reasonable control of a party which results
in that party being unable to observe or perform on time an obligation under this RFP. These
circumstances include:

(i) acts of God, lightning, earthquakes, floods, storms, explosions, fires and any natural
disaster;

(ii) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage,
sabotage and revolution;

“Go-Live Date” for each department means the date on which all the models/applications
pertaining to the respective department are accepted by it;

“Goods" or "Products” means all of the equipment, software including third party software,
if any, supplies and consumable items that Solution Partner is required to supply, deliver, install
and operationalise or provide under this RFP, including the associated documentation thereof;

"Information" includes data, text, images, sound, voice, codes, computer programmes,
software and databases or micro film or computer generated micro fiche;

“Systems” means all of the products and services to be supplied, delivered, installed,
integrated and made operational, together with the services to be delivered by the Solution
Partner under this RFP for the purpose, as specified therein;

“Intellectual Property Rights” means any and all copyright, moral rights, trademark, patent,
and other intellectual and proprietary rights, title and interests, world-wide, whether vested,
contingent or future, including without limitation all economic rights and all exclusive rights
to reproduce, fix, adapt, modify, translate, create derivative works from, manufacture,
introduce into circulation, publish, distribute, sell, license, sublicense, transfer, rent, lease,
transmit or provide access electronically, broadcast, display, enter into computer memory, or
otherwise use any portion or copy, in whole or in part, in any form, directly or indirectly, or to
authorize or assign others to do so;

“Implementation Period” means the period till the final user acceptance test as per the Project
Plan;

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“Installation” means Solution Partner’s written notification indicating that the Systems (or a
specific part thereof) have been installed by the Solution Partner in accordance with the RFP
requirements and the Project Plan, and are ready for Acceptance;

“Location” means the premises in India occupied by SEBI from time to time for the purposes
of its operations or as otherwise notified to the Solution Partner in writing from time to time;

“Maintenance Period” is the period of 4 years for maintenance and Support Services for the
Systems under this RFP, as measured from the expiration of the 3 years Warranty Period;

“Milestone” means the stages designated by the Solution Partner for achieving the task set out
in the Project Plan;

“Party" or "Parties” means SEBI and the Solution Partner under the Agreement;

“Performance Bank Guarantee” means the bank guarantee to be provided by the Solution
Partner to SEBI for due performance as per this RFP;

“Price" or "Consideration” means the price payable to the Solution Partner by SEBI under
this RFP for the full and proper performance of contractual obligations;

“Project” means the installation, testing and operationalisation of the Solution to be provided
by the Solution Partner in terms of this RFP;

“Project Plan” means the schedule of task to be carried out and completed by the Solution
Partner on the various scheduled dates and to be duly approved by SEBI from time to time;

“Project Manager” means the full time personnel(s) designated by the Solution Partner and
SEBI and who shall be single point of contact in the matter connected with the Project;

“Services” means those services associated with the supply, delivery, installation and
operationalisation of the Systems;

“Software” means instructions that cause data processing systems to perform or execute
specific operations;

“Source Code” means the database structures, dictionaries, definitions, program source files
and any other representations necessary for the compilation, execution and subsequent
maintenance of the custom and/or application software;

“Standard Software” means system and general purpose software;

(a) "system software" includes the operating system, communications system and network
management and utility software;
(b) "general purpose software" includes word-processing, spreadsheet, and generic database
management and application development software;

"Subcontractor" means any person or his legal representatives, his personnel to whom part
of this contract has been sublet by the Solution Partner after written consent of SEBI;

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"Upgrades" means revision of a software product or a system software or repair/replacement
of a manufacturing hardware component like memory, hard disk, CPU as available in the
Original Equipment Manufacturer (“OEM”) agreement of warranty and AMC;

"Updates" means bug-fixes in a software product or a system software or repair/replacements

of a manufacturing hardware components like memory, hard disk, CPU as available in the
OEM agreement or warranty and AMC;

“Warranty Period” is the 3 years period specified in this RFP, following the Acceptance of
the entire Solution during which the Solution Partner’s warranty obligations in respect of the
supplied System are in force.

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LIST OF ABBREVIATIONS/ACRONYMS

Abbreviation Full Form

AI ARTIFICIAL INTELLIGENCE
AMC ANNUAL MAINTENANCE CONTRACT
BTI BANKERS TO AN ISSUE
CD COMPACT DISC
CDSL CENTRAL DEPOSITORY SERVICES LIMITED
CFD CORPORATION FINANCE DEPARTMENT
CRA CREDIT RATING AGENCY
DC DATA CENTER
DP DEPOSITORY PARTICIPANT
DR DISASTER RECOVERY
DT DEBENTURE TRUSTEE
EMD EARNEST MONEY DEPOSIT
IMD INVESTMENT MANAGEMENT DEPARTMENT
ISD INTEGRATED SURVEILLANCE DEPARTMENT
ITD INFORMATION TECHNOLOGY DEPARTMENT
IVD INVESTIGATIONS DEPARTMENT
KRA KYC REGISTRATION AGENCY
MB MERCHANT BANKERS
MIRSD MARKET INTERMEDIARIES REGULATION AND SUPERVISION
DEPARTMENT
ML MACHINE LEARNING
MSA MASTER SERVICE AGREEMENT
NA NOT AVAILABLE
NDA NON DISCLOSURE AGREEMENT
NPV NET PRESENT VALUE
OEM ORIGINAL EQUIPMENT MANUFACTURER
PD PEN DRIVE
POC PROOF OF CONCEPT
PR PRIMARY SITE
RFP REQUEST FOR PROPOSAL
RPO RECOVERY POINT OBJECTIVE
RTA REGISTRARS TO AN ISSUE AND SHARE TRANSFER AGENT
RTO RECOVERY TIME OBJECTIVE
SEBI SECURITIES AND EXCHANGE BOARD OF INDIA
SI SYSTEM INTEGRATOR
TCO TOTAL COST OF OWNERSHIP
UW UNDERWRITER

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1. Request for Proposal Process

1.1. Fact Sheet

Clause Topic
Reference

1.9.4 The method of selection is Lowest Cost Based Selection.

- RFP can be downloaded from www.sebi.gov.in and

www.eprocure.gov.in.

1.7.2 EMD of Rs. Rs. 6,00,000/- (Rupees Six Lakhs only) in the form
of Demand Draft OR Bankers Cheque OR bank guarantee.

1.6 A pre-bid meeting will be held on 10th November, 2020 at SEBI

Bhavan.
The name, address, and telephone numbers of the nodal officer is:

Ishi Jain
SEBI, SEBI Bhavan
+91-22-26449653
sebianalytics@sebi.gov.in

All queries should be received on or before 5th November, 2020

through email.
1.7.3.r Taxes: As applicable

1.8.3 Proposals must remain valid for a period of 120 days after the
submission date, i.e., until: 20th March, 2021.

1.7.3.a Bidders must submit:

 An original along with one copy in a non-editable

CD/DVD/HDD/Pen Drive for technical proposal along with
signed copy of this RFP in acceptance of all clauses of RFP
 One original along with one copy in a non-editable
CD/DVD/HDD/Pen Drive for commercial proposal.
 EMD

1.8.2 The proposal submission address is:

General Manager - ITD

Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4-A, G Block,
Bandra Kurla Complex
Bandra (East) - 400 051
India

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 1.8.2 Proposals must be submitted no later than the following date and
time: 20th November, 2020, 3:00 PM.

Tenure Of Implementation Period +3 Years Warranty & Support + 4 Years

the AMC
Agreemen
Note – Warranty & Support and AMC is applicable for the
t
products provided by the bidder.

1.2. Request for Proposal

Sealed tenders are invited from shortlisted bidders for delivery, installation,
Commissioning and maintenance of Implementation of Data Analytics Projects and
Building of Data Models at SEBI as detailed out in the scope of work under Section 2
of this RFP document. The responses from RFP will be entertained only from the
shortlisted bidders of EOI process. Responses and bids from bidders other than the
shortlisted ones will not be opened and will summarily be rejected.

1.3. Structure of the RFP

This RFP document for the project Implementation of Data Analytics Projects and
Building of Data Models at SEBI consists of the following:

i. General instructions for bidding process

ii. Scope of Work
iii. Bid Evaluation Process
iv. Conditions Specific to Project
v. Technical/Commercial bid and other formats (Appendix I onward)

1.4. Instructions to Bidders

1.4.1. General
a. While every effort has been made to provide comprehensive and accurate
background information, requirements and specifications, Bidders must form their
own conclusions about the solution needed to meet the requirements. Bidders and
recipients of this RFP may wish to consult their own legal advisers in relation to
this RFP.
b. All information supplied by Bidders may be treated as contractually binding on the
Bidders, on successful award of the assignment by SEBI based on this RFP.
c. No commitment of any kind, contractual or otherwise shall exist unless and until a
formal written contract has been executed by or on behalf of SEBI. Any notification

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 of preferred Bidder status by SEBI shall not give rise to any enforceable rights by
the Bidder. SEBI may cancel this public procurement at any time prior to a formal
written contract being executed by or on behalf of SEBI.
d. This RFP supersedes and replaces any previous public documentation &
communications, and Bidders should place no reliance on such communications.
e. The RFP will be issued to the eligible shortlisted bidders. SEBI reserves the right
to change the requirements. Any changes made subsequently will be communicated
to all the shortlisted bidders. Hence before submitting bids, bidder must ensure that
such clarifications/changes have been considered by them. SEBI will not have any
responsibility in case some omission is done by any bidder.
f. Each page of the technical as well as commercial bid and any supplementary
document attached, if any, should have the signature and the seal of an authorized
person.
g. All the information/documents sought through the RFP should be provided.
Incomplete information/documents may lead to rejection.
h. SEBI shall not be responsible for non-receipt/non-delivery of bid documents due
to any reason.
i. The response to the RFP should be in English only.
j. All prices should be quoted in Indian Rupees only.
k. Notwithstanding anything contained herein above, in case of any dispute, claim and
legal action arising out of this RFP, the parties shall be subject to the jurisdiction
of courts at Mumbai, Maharashtra, India only.
l. This RFP is meant only for the short-listed bidders who have responded to the EOI
no. SEBI/ITD/HO/2019/11/01 dated November 21, 2019. Responses and bids from
bidders other than the shortlisted ones will not be opened and will summarily be
rejected.

1.4.2. Compliant Proposals / Completeness of Response

a. Bidders are advised to study all instructions, forms, terms, requirements and other
information in the RFP documents carefully. Submission of the bid shall be deemed
to have been done after careful study and examination of the RFP document with
full understanding of its implications.
b. Failure to comply with the requirements of this paragraph may render the Proposal
non-compliant and the Proposal may be rejected. Bidders must:
i. Include all documentation specified in this RFP;
ii. Follow the format of this RFP and respond to each element in the order as set
out in this RFP;
iii. Comply with all requirements as set out within this RFP.

1.4.3. Code of Integrity

No official of SEBI or a bidder shall act in contravention of the codes which includes-

a. prohibition of

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 i. making offer, solicitation or acceptance of bribe, reward or gift or any material
benefit, either directly or indirectly, in exchange for an unfair advantage in the
procurement process or to otherwise influence the procurement process.
ii. Any omission, or misrepresentation that may mislead or attempt to mislead so
that financial or other benefit may be obtained, or an obligation avoided.
iii. any collusion bid rigging or anticompetitive behaviour that may impair the
transparency, fairness and the progress of the procurement process.
iv. improper use of information provided by SEBI to the bidder with an intent to
gain unfair advantage in the procurement process or for personal gain.
iv. any financial or business transactions between the bidder and any official of
SEBI related to tender or execution process of contract; which can affect the
decision of SEBI directly or indirectly.
v. any coercion or any threat to impair or harm, directly or indirectly, any party
or its property to influence the procurement process.
vi. obstruction of any investigation or auditing of a procurement process.
vii. making false declaration or providing false information for participation in a
tender process or to secure a contract;
b. disclosure of conflict of interest.
c. Disclosure by the bidder of any previous transgressions made in respect of the
provisions of sub-clause (a) with any entity in any country during the last three
years or of being debarred by any other procuring entity.

In case of any reported violations, SEBI, after giving a reasonable opportunity of being
heard, concludes that a bidder, as the case may be, has contravened the code of integrity,
may take appropriate measures.

1.5. Pre-Bid Meeting & Clarifications

1.5.1. Pre-bid Conference

a. SEBI shall hold a 1pre-bid meeting with the Bidders on 10th November, 2020, 11:00
AM at Ground Floor Conference Hall, SEBI Bhavan, Plot No. C4-A, G Block,
Bandra Kurla Complex, Bandra East, Mumbai - 51.
b. The Bidders will have to ensure that their queries for pre-bid meeting should reach
at sebianalytics@sebi.gov.in on or before 5th November, 2020, 5:00 PM.
c. The queries should necessarily be submitted in the following format:

Bidder Name :

Contact Person :

Contact no / Email id:

1
This may be done through video conferencing due to COVID19 pandemic.

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 RFP RFP
Section Page No RFP Existing Clarification
SN No. Clause no. Clause Details Sought

d. SEBI shall not be responsible for ensuring that the Bidders’ queries have been
received by them. Any requests for clarifications post the indicated date and time
may not be entertained by SEBI.

1.5.2. Responses to Pre-Bid Queries and Issue of Corrigendum

a. The Nodal Officer notified by SEBI will endeavour to provide timely response to
all queries. However, SEBI makes no representation or warranty as to the
completeness or accuracy of any response made in good faith, nor does SEBI
undertake to answer all the queries that have been posed by the Bidders.
b. At any time prior to the last date for receipt of bids, SEBI may, for any reason,
whether at its own initiative or in response to a clarification requested by a
prospective Bidder, modify the RFP Document by a corrigendum.
c. The corrigendum (if any) & clarifications to the queries from all Bidders will be
emailed to all participants of the pre-bid conference.
d. Any such corrigendum shall be deemed to be incorporated into this RFP.
e. In order to provide prospective Bidders reasonable time for taking the corrigendum
into account, SEBI may, at its discretion, extend the last date for the receipt of
Proposals.

1.6. Key Instructions of the Bid

1.6.1. Right to Terminate the Process

a. SEBI may terminate the RFP process at any time and without assigning any reason.
SEBI makes no commitments, express or implied, that this process will result in a
business transaction with anyone.
b. This RFP does not constitute an offer by SEBI. The Bidder's participation in this
process may result SEBI selecting the Bidder to engage towards execution of the
subsequent contract.

1.6.2. Earnest Money Deposit (EMD)/ Bid Security

a. Bidders 2 shall submit, along with their Proposals, an EMD of Rs. 6,00,000/-
(Rupees Six Lakhs only), in the form of a demand draft OR Bankers Cheque OR
bank guarantee (Appendix I Form 18). The payment transfer related information is
as follows:
i. Demand Draft/Banker cheque in favour of “Securities and Exchange Board of
India”: Payable at Mumbai.

2
except for specific class of Bidders exempted under GFR

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 b. EMD of all unsuccessful Bidders would be refunded by SEBI not later than 30 days
of awarding of contract to the selected bidder. The EMD, for the amount mentioned
above, of successful Bidder would be returned upon submission of Performance
Bank Guarantee as per the format provided in Appendix IV.
c. The EMD amount is interest free and will be refundable to the unsuccessful Bidders
without any accrued interest on it.
d. Proposals not accompanied with the EMD or containing EMD with infirmity(ies)
(relating to the amount or validity period etc.), mentioned above, shall be summarily
rejected.
e. The EMD may be forfeited in the event of:
 A Bidder withdrawing its bid during the period of bid validity.
 A successful Bidder fails to sign the subsequent contract in accordance with this
RFP.
 The Bidder being found to have indulged in any suppression of facts, furnishing
of fraudulent statement, misconduct, or other dishonest or other ethically
improper activity, in relation to this RFP.
 A Proposal contains deviations, conditional offers and partial offers.

1.6.3. Submission of Proposals/ Guidelines for Bidders

a. The Bidders should ensure that all assumptions/clarifications required are clarified
before the conclusion of pre-bid meeting. Any bids with words/phrases such as (but
not limited to) “assumption”, “it is understood that”, “conditional offer” may be
subjected to rejection at any stage of evaluation.
b. Bidders should submit their responses as per the formats given in this RFP in the
following manner:
i. Technical Proposal - (1 original + 1 CD/DVD/HDD/USB Drive) in one
envelope
ii. Commercial Proposal - (1 original + 1 CD/DVD/HDD/USB Drive) in second
envelope
iii. EMD in third envelope
In case of electronic submission, the documents should be digitally signed.
c. The Bidder’s Proposal in response to technical and commercial evaluation (as
mentioned in previous paragraph) should be covered in separate sealed envelopes
super scribing "Technical Proposal for Implementation of Data Analytics Projects
and Building of Data Models at SEBI" and “Commercial Proposal for
Implementation of Data Analytics Projects and Building of Data Models at SEBI”
respectively.
d. Please note that prices should not be indicated in the technical proposal but should
only be indicated in the commercial proposal. However, a masked bill of material
masking the price information be provided along with the technical proposal.
e. The one envelope containing copies of technical Proposal and commercial Proposal
should be put in another single sealed envelope clearly marked “Response to RFP
for Implementation of Data Analytics Projects and Building of Data Models at

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 SEBI - SEBI/ITD/HO/2020/10/01 and the wordings “DO NOT OPEN BEFORE
20th November, 2020.
f. The outer envelope thus prepared should also indicate clearly the name, address,
telephone number and E-mail ID of the Bidder to enable the Bid to be returned
unopened in case it is found to be received after the time and date of Proposal
submission prescribed herein.
g. All the pages of the Proposal must be sequentially numbered and must contain the
list of contents with page numbers. Any deficiency in the documentation may result
in the rejection of the Bidder’s Proposal.
h. The original Proposal shall be prepared in indelible ink. It shall contain no
interlineations or overwriting, except as necessary to correct errors made by the
Bidder itself. Any such corrections must be initialled by the authorized signatory of
the Bidder.
i. All pages of the bid shall be initialled and stamped by the authorized signatory of
the Bidder.
j. The Bidder must submit a certificate of undertaking on its official letter-head duly
signed by its authorized signatory confirming the acceptance of all the terms &
conditions contained in and spread throughout this Bid Document.
k. Decision as to any arithmetical error, manifest or otherwise in the response to Bid
Document shall be decided at the sole discretion of SEBI and shall be binding on
the Bidder. Any decision of SEBI in this regard shall be final, conclusive and
binding on the Bidder.
l. Bidder must ensure that the information furnished by him in respective
CD/DVD/HDD/USB Drive is identical to that submitted by him in the original
paper bid document. In case of any discrepancy observed by SEBI in the contents
of the CD/DVD/HDD/USB Drive and original paper bid documents, the
information furnished on original paper bid document will prevail over the soft
copy.
m. Bidder should be a legal entity and financially solvent. Bidder must warrant that no
legal action is pending against them in any legal jurisdiction which affects its ability
to deliver the RFP requirements.
n. SEBI reserves the right to re-issue/re-commence the entire bid process in case of
any anomaly, irregularity or discrepancy in regard thereof. Any decision of SEBI
in this regard shall be final, conclusive and binding on the Bidder.
o. Modification to the RFP, if any, will be made available as an addendum on SEBI’s
website/will be emailed to bidder.
p. Successful Bidder would sign along with the Contract Form and other forms
contained in the Bid Document, the Non-Disclosure Agreement (NDA) with SEBI,
to protect any shared sensitive information/data.
q. Prices quoted should be exclusive of GST. The taxes will be payable at applicable
rates at the time of raising the invoice.
r. Prices quoted must be firm till the completion of the contract including Warranty
& Support, and AMC period.
s. The Bid Price quoted is to be written in words as well as figures and in case of

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 discrepancies between the price written in words and price written in figures, the
price written in words shall be considered to be correct.
t. SEBI’s decision in respect to evaluation methodology and short-listing Bidders will
be final and no claims whatsoever in this respect will be entertained.
u. The bidders should have back to back support and service agreements with OEM's
for all the components of “Implementation of Data Analytics Projects and Building
of Data Models at SEBI” where applicable during Warranty & Support, and AMC
period. A letter from the OEM should be submitted in this regard as part of response
to RFP.
v. Bids received after the due date and the specified time (including the extended
period if any) for any reason whatsoever, shall not be entertained and shall be
returned unopened.
w. The bids shall be submitted strictly in accordance to clause 1.7.2. Submission
through any other means such as e-mail etc. shall not be considered. No
correspondence will be entertained on this matter.
x. SEBI shall not be responsible for any postal delay or non-receipt/ non-delivery of
the documents. No further correspondence on the subject will be entertained.
y. The bidder understands that if at any stage, information provided by the bidder
/OEMs is found to be inaccurate, SEBI may, at its discretion, disqualify the bidder
and/or OEMs.
z. The bidder will provide demonstration of products, arrange lab visit, site visit or
POC if required by SEBI during technical evaluation of the product to cross check
functionalities. The bidder /OEMs will ensure the availability of necessary
environment in all aspects for SEBI’s verification process.
aa. The bidder understands that SEBI retains the right to ask to demonstrate certain
scenarios, details of which will not be provided in advance, the right to reject the
offer at any stage of the process without assigning any reasons and SEBI will not
be liable to pay any costs incurred by the vendor during technical verification
process.
bb. The bidder understands that the Intellectual Property Rights for all the solutions
designed for “Implementation of Data Analytics Projects and Building of Data
Models at SEBI” will rest solely with SEBI and no claims will be made in this
regard by the bidder and OEMs.
cc. The bidder accepts to follow all the clauses, terms and conditions as set in the RFP
document.
dd. SEBI reserves the right to modify and amend any of the above-stipulated
condition/criterion depending upon project priorities vis-à-vis urgent
commitments.
ee. The Bidder shall also submit INTEGRITY PACT along with technical proposal
(Appendix I – Form 2) duly signed by the Bidder on each page and witnessed by
two persons. The agreement shall be stamped as applicable in the State where it is
executed. Bid submitted without PRE-CONTRACT INTEGRITY PACT, as per
the format provided in the RFP, shall not be considered

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1.6.4. Bidder’s Authorized Signatory
A Proposal should be accompanied by an appropriate board resolution or power of
attorney in the name of an authorized signatory of the Bidder stating that (s)he is
authorized to execute documents and to undertake any activity associated with the
Bidder’s Proposal.

1.7. Preparation and Submission of Proposals

1.7.1. Proposal Preparation Costs

The Bidder shall be responsible for all costs incurred in connection with participation in
the RFP process, including, but not limited to, costs incurred in conduct of informative
and other diligence activities, participation in meetings/discussions/presentations,
preparation of proposal, in providing any additional information required by SEBI to
facilitate the evaluation process, and in negotiating a definitive contract or all such
activities related to the bid process. SEBI will in no event be responsible or liable for
those costs, regardless of the conduct or outcome of the bidding process.

1.7.2. Venue & Deadline for Submission of Proposals

Proposals, in its complete form in all respects as specified in the RFP, must be submitted
to SEBI at the address specified below on or before 20th November, 2020 3:00 PM:

General Manager - ITD

Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4-A, G Block,
Bandra Kurla Complex
Bandra (East) - 400 051
India

1.7.3. Proposal Validity

The offer submitted by the Bidders should be valid for minimum period of 120 days
from the date of submission of the Proposal.

1.7.4. Proposal Opening

The Proposals submitted before deadline will be opened at 4:30 PM on 20th November,
2020 by the Bid Opening Committee authorized by SEBI, in the presence of the Bidder’s
representatives who may be present at the time of opening.

The representatives of the Bidders are advised to carry an identity card or a letter of
authority from the Bidding entity to identify their bona fide for attending the opening of
the Proposal.

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 1.7.5. Proposal Evaluation
a. Initial Proposal scrutiny will be held to confirm that Proposals do not suffer from
the infirmities detailed below. Proposals will be treated as non-responsive, if a
Proposal is found to have been:
 submitted in manner not conforming with the manner specified in the RFP
document
 Submitted without appropriate EMD as prescribed herein in case of Bidders
who are not exempted from submitting EMD under GFR
 Submitted without exemption certificate in case of Bidders who are exempted
from submitting EMD under GFR
 received without the appropriate power of attorney or letter of authority
 containing subjective/incomplete information
 submitted without the documents requested in the checklist
 non-compliant with any of the clauses stipulated in the RFP
 having less than the prescribed validity period.
The EMD of all non-responsive bids shall be returned to the bidders.
b. All responsive Bids will be considered for further processing as below. SEBI will
prepare a list of responsive Bidders, who comply with all the Terms and Conditions
of the Tender. All eligible bids will be considered for further evaluation by a
Committee according to the Evaluation process defined in this RFP document. The
decision of the Committee will be binding, final and conclusive in this regard.

1.8. Terms and Conditions of this RFP

1.8.1. Award Criteria

SEBI will award the Contract to the L1 Bidder as per the process outlined in Section 3.

1.8.2. Information Provided

The Request for Proposal document contains statements derived from information that
is believed to be relevant at the date but does not purport to provide all of the information
that may be necessary or desirable to enable an intending contracting party to determine
whether or not to enter into a contract or agreement with SEBI. Neither SEBI nor any
of its employees, contractors, and advisors gives any representation or warranty,
expressed or implied, as to the accuracy or completeness of any information or statement
given or made in this document. Neither SEBI nor any of its employees, contractors,
and advisors has carried out or will carry out an independent audit or verification
exercise in relation to the contents of any part of the document.

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1.8.3. Errors and Omissions
Each Recipient should notify SEBI of any error, omission, or discrepancy found in this
RFP document, if any.

1.8.4. Eligible Goods

The Bidder shall demonstrate their right to sell, license or distribute the software
proposed in response to this RFP. In case of contractual arrangements, it will be the sole
responsibility of the Bidder to make all necessary contractual arrangements across all
components of the solution. Bidders shall also be responsible for obtaining all necessary
export permits, if applicable, for the products and services to be supplied.

1.8.5. Partnership / Collaboration

If the Bidder is working on a joint venture/collaboration/consortium, the details of the
same along with the responsibilities of the partners shall be mentioned. However, the
Bidder shall submit an undertaking letter jointly executed by him/her and his/her
collaborator/associate for the satisfactory performance of the project along with the
Technical Bid. If the Bidder is offering solutions/products from other
Bidders/principals, in response to this RFP, it shall detail the responsibilities of the
parties involved and also submit a letter of undertaking from the parties mentioning their
consent and assurance for satisfactory performance of the project along with the
Technical Bid. The Bidder shall submit a certificate, duly signed by the authorized
official, along with the Technical Bid that change in ownership is not anticipated in the
proposed period of contract defined during the ‘tenure of the agreement’. If such a
change is anticipated, the scope and effect thereof shall be defined.

1.8.6. Format and Signing of Bid

The original Bids shall be typed or printed in a clear typeface. Each tender/ RFP
response shall be made in the legal name of the Bidder and shall be signed by the Bidder
or a person duly authorized to sign on behalf of the Bidder. The Bidder's authorized
signatory shall authenticate by sign and seal, each page of the Bid including
brochures/pamphlet/write-up etc. Bids with erasure/over writing/cutting are liable to be
rejected. If required, the corrections can be made by scoring out entries and writing
afresh. The authorized signatory shall authenticate each correction. Wherever
certification/undertaking is submitted, the Bidder shall affix signature with name,
title/designation and seal in addition to page-wise authentication. The Bidder’s signature
shall be deemed to imply unqualified acceptance of the Terms and Conditions of RFP.

1.8.7. Notification of Award

The notification of award, subject to contract/ agreement, will be communicated in
writing at the address supplied by the Bidder in the tender/RFP response. Any change
of address of the Bidder, should therefore be promptly notified to:

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 General Manager - ITD
Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4-A, G Block,
Bandra Kurla Complex
Bandra (East) - 400 051
India

1.8.8. Signing of Agreement

The parties shall enter into a contract, incorporating all clauses, pre-bid clarifications
and the proposal of the Bidder, between SEBI and the successful Bidder.

1.8.9. Governing Law and Disputes

The Bid and the Contract/ Agreement resulting there from with the selected Bidder shall
be governed in accordance with the Laws of India and will be subject to the exclusive
jurisdiction of Courts at Mumbai irrespective of the place of the cause of action and
rights and liabilities of the Parties hereto.
All disputes or differences whatsoever arising between SEBI and the Bidders out of
meaning and operation or effect of this RFP Document or breach thereof, shall be settled
amicably. If, however, the parties, as above, are not able to resolve them amicably, the
same shall be settled by arbitration in accordance with the applicable Indian Laws, and
the award made in pursuance thereof shall be binding on the parties, as above. Any
appeal will be subject to the exclusive jurisdiction of the courts at Mumbai, India. In
such instances, the Bidder shall continue work under the Contract/Agreement during the
arbitration proceedings unless otherwise directed in writing by SEBI or unless the matter
is such that the work cannot possibly be continued until the decision of the Arbitrator
or of the umpire, as the case may be, is obtained. The venue of the arbitration shall be
Mumbai, India.

1.8.10. Content and Form of Responses

In order to facilitate evaluation and comparison of bid responses, Bidders must submit
their response in the format prescribed herein, failing which their Bid may be eliminated
as not being responsive to this RFP document. The bid contains two part viz. Part A -
Technical Bid and Part B -Commercial Bid. If the Bidder wants to include any
additional information other than those indicated hereunder, the same may be added at
the end of Part A by inserting separate sheets without altering SEBI’s Technical Bid
format.

1.8.11. Consortium /Teaming Arrangement

In case of consortium bid with Bidder, the Bidder must submit a letter from members of
the consortium confirming their participation in the bid and agreeing to the conditions
of the RFP and agreement to support the project implementation and subsequent

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 Warranty & Support, and AMC period for the project. The letter should clearly specify
the Bidder and members of the consortium with their roles, responsibility and authority
clearly mentioned. Any change or divergence in the roles or responsibility after the
award of contract by the Bidder shall be taken, as non-performance of the contract and
SEBI will have the right to terminate the contract at its discretion, which will result in
the forfeiture of EMD. The actual teaming agreement must be provided to SEBI by the
time of Commercial Bid Opening. In case there is any divergence from the conditions
defined in the RFP, SEBI reserves the right to reject the bid and forfeiture of the EMD.

1.8.12. Labour Laws

1.8.13. Subcontracting
In case, the Bidder wishes to delegate, assign or otherwise arrange for the provision of
all or part of the Services to be performed by the agent, contractor, supplier, or vendor
of supplier, the Bidder shall explicitly mention the same in its proposal. Bidder is
required to submit relevant details of proposed subcontractor as mentioned in the section
3.2.1.
Unless and otherwise specified in the proposal, any form of subcontracting shall not be
allowed.
Further, the Bidder should ensure that the extant labour laws are being adhered by the
subcontractor.
The Bidder shall remain responsible for obligations, Services and functions performed
by subcontractors to the same extent as if such obligations, Services and functions were
performed by the Bidder’s employees and for purposes of this project, such work shall
be deemed work performed by the Bidder. For the avoidance of doubt, Bidder expressly
acknowledges and agrees that its obligations under this clause do not relieve or
otherwise diminish Bidder’s confidentiality, liability and indemnification obligations
under this RFP in the event a subcontractor breaches the terms of Bidder’s agreement
with the subcontractor as contemplated by this clause.

1.8.14. Workmen Safety and Insurance

The Bidder shall alone be fully responsible for safety and security and insurance or life
insurance of their personnel (including those of subcontractor) who is working on the
project. The Bidder at SEBI’s request, shall provide evidence to SEBI showing that such
insurance has been taken out and maintained and that the current premiums have been
paid. SEBI shall not be liable for any compensation in case of any fatal injury/ death
caused to or by any man power while performing/discharging their duties/for inspection
or otherwise. The Bidder shall adhere to all the extant labour laws.

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1.8.15. Technological Upgrade
Further, the bidder should upgrade equipment with the latest software versions as part
of technological up-gradation i.e., equipment OS up-gradation/application up-gradation
etc., and timely application of patches (specially security patches), as and when
required, without any additional cost so as to deliver the SLA's specified during the
contract period. Bidder will sign up back-to-back contract with the OEM for regular
upgrades and updates.

There are instances where to perform such updates/upgrades, it is required to change

custom developed application or migrate data from older version to newer version.
These will be undertaken through Change Requests Management Framework.

Any required hardware upgrades undertaken by SEBI, version/ software

upgrades/updates, patch management etc. will be supported by Bidder for the entire
duration of Agreement at no extra cost to SEBI. As part of warranty and support, and
subsequent AMC it is expected that all software updates, upgrades, bug fixes etc. would
be supplied and supported by bidder to SEBI at no additional cost.

Any hardware upgrade undertaken by SEBI during the tenure of project will not impact
the terms of warranty and support.

1.8.16. Right to Accept Any Proposal and To Reject Any or All Proposal(s)
SEBI reserves the right to accept or reject any proposal, and to annul the tendering
process/ Public procurement process and reject all proposals at any time prior to award
of contract, without thereby incurring any liability to the affected Bidder or Bidders or
any obligation to inform the affected Bidder or Bidders of the grounds for SEBI action.

1.8.17. Failure to Agree with the Terms and Conditions of the RFP
Failure of the successful Bidder to agree with the Draft MSA and Terms & Conditions
of the RFP shall constitute enough grounds for the annulment of the award, in which
event SEBI may award the contract to the next best value Bidder or call for new
proposals from the interested Bidders.
In such a case, SEBI shall invoke the PBG/forfeit EMD of the successful Bidder.

1.8.18. Payment Process

i. The Bidder‘s requests for payment shall be made to SEBI in writing
accompanied by Original Invoice detailing the systems, software delivered,
installed and accepted by SEBI.

ii. The payment after deducting applicable TDS, wherever applicable as may be
specified by Government in this behalf, will be released by SEBI. All payments
will be made only by electronic transfer of funds either by NEFT or RTGS. The

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 Bidder therefore has to furnish SEBI account number to where the funds have to
be transferred for effecting payments.

iii. Payments as per the schedule given in Section 4.3 will be released only on
acceptance of the order and on signing the agreement/contract by the selected
bidder and also on submission of performance bank guarantee in the specified
format.

iv. Payment will be processed only after submission of necessary documents like
delivery challan, Installation/commissioning report, SLA reports, etc. duly
signed by authorized SEBI person and road permit receipt (if any), accompanied
by the Invoice.

v. The bidder must accept the payment terms and conditions proposed by SEBI.
Any deviation from the proposed payment terms would not be accepted. SEBI
shall have the right to withhold any payment due to the bidder, in case of delays
or defaults on the part of the bidder.

vi. The Invoices will be raised as per the Milestones mentioned in Section 4.3. It
would be the responsibility of the bidder to ensure submission of the invoices,
for the setting up of Implementation of Data Analytics Projects and Building of
Data Models at SEBI.

vii. The price quoted by the bidder should not change due to exchange rate
fluctuations, inflation, market conditions, and increase in custom duty. Prices
quoted must be firm till the completion of the contract.

1.8.19. Restrictions under Rule 144 (xi) of the General Financial Rules (GFRs), 2017
i. Any bidder from a country which shares a land border with India will be eligible
to bid in this tender only if the bidder is registered with the Competent Authority.

ii. “Bidder” in para 1.8.18 i. above (including the term ‘tenderer’, ‘consultant’ or
‘service provider’ in certain contexts) means any person or firm or company,
including any member of a consortium or joint venture (that is an association of
several persons, or firms or companies), every artificial juridical person not
falling in any of the descriptions of bidders stated herein before, including any
agency branch or office controlled by such person, participating in a procurement
process.

iii. “Bidder from a country which shares a land border with India” for the purpose
of this Order means: –
a. An entity incorporated , established or registered in such a country; or

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 b. A subsidiary of an entity incorporated , established or registered in such a
country; or
c. An entity substantially controlled through entities incorporated , established
or registered in such a country; or
d. An entity whose beneficial owner is situated in such a country; or
e. An Indian (or other) agent of such an entity; or
f. A natural person who is a citizen of such a country; or
g. A consortium or joint venture where any member of the consortium or joint
venture falls under any of the above

iv. The beneficial owner for the purpose of (iii) above will be as under:
1) In case of a company or Limited Liability Partnership, the beneficial owner
is the natural person(s), who, whether acting alone or together, or through
one or more juridical person, has a controlling ownership interest or who
exercises control through other means.
Explanation-
a. “Controlling ownership interest” means ownership of or entitlement to
more than twenty-five per cent. of shares or capital or profits of the
company ;
b. “Control” shall include the right to appoint majority of the directors or to
control the management or policy decisions including by virtue of their
shareholding or management rights or shareholders agreements or voting
agreements ;

2) In case of a partnership firm, the beneficial owner is the natural person(s)

who, whether acting alone or together, or through one or more juridical
person, has ownership of entitlement to more than fifteen percent of capital
or profits of the partnership;

3) In case of an unincorporated association or body of individuals, the beneficial

owner is the natural person(s), who, whether acting alone or together , or
through one or more juridical person, has ownership of or entitlement to more
than fifteen percent of the property or capital or profits of such association or
body of individuals ;

4) Where no natural person is identified under 1) or 2) or 3) above, the beneficial

owner is the relevant natural person who holds the position of senior
managing official;

5) In case of a trust, the identification of beneficial owner(s) shall include

identification of the author of the trust, the trustee, the beneficiaries with
fifteen percent or more interest in the trust and any other natural person
exercising ultimate effective control over the trust through a chain of control
or ownership.

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 v. An Agent is a person employed to do any act for another, or to represent another
in dealings with third person.

vi. The successful bidder shall not be allowed to sub-contract works to any
contractor from a country which shares a land border with India unless such
contractor is registered with the Competent Authority.

1.9. Fraud and Corrupt Practices

a. The Bidders/Bidders/Consortium of Bidders and their respective officers,
employees, agents and advisers shall observe the highest standard of ethics during
the Selection Process. Notwithstanding anything to the contrary contained in this
RFP, SEBI shall reject a Proposal without being liable in any manner whatsoever
to the Bidder, if it determines that the Bidder has, directly or indirectly or through
an agent, engaged in corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice (collectively the “Prohibited Practices”)
in the Selection Process. In such an event, SEBI shall, without prejudice to its any
other rights or remedies, forfeit and appropriate the Bid Security or Performance
Security, as the case may be, as mutually agreed genuine pre-estimated
compensation and damages payable to the Authority for, inter alia, time, cost and
effort of the Authority, in regard to the RFP, including consideration and evaluation
of such Bidder’s Proposal.
b. Without prejudice to the rights of SEBI under Clause above and the rights and
remedies which SEBI may have under the Agreement, if a Bidder or Systems
Integrator Agency, as the case may be, is found by the Authority to have directly or
indirectly or through an agent, engaged or indulged in any corrupt practice,
fraudulent practice, coercive practice, undesirable practice or restrictive practice
during the Selection Process, or after the execution of the Agreement, such Bidder
or Systems Integrator Agency shall not be eligible to participate in any tender or
RFP issued by SEBI during a period of 2 (two) years from the date such Bidder or
Systems Integrator Agency, as the case may be, is found by SEBI to have directly
or through an agent, engaged or indulged in any corrupt practice, fraudulent
practice, coercive practice, undesirable practice or restrictive practice, as the case
may be.
c. For the purposes of this Section, the following terms shall have the meaning
hereinafter respectively assigned to them:
i. “corrupt practice” means (i) the offering, giving, receiving, or soliciting,
directly or indirectly, of anything of value to influence the action of any person
connected with the Selection Process (for avoidance of doubt, offering of
employment to or employing or engaging in any manner whatsoever, directly
or indirectly, any official of SEBI who is or has been associated in any
manner, directly or indirectly with the Selection Process or has dealt with
matters concerning the Agreement or arising there from, before or after the
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 execution thereof, at any time prior to the expiry of one year from the date
such official resigns or retires from or otherwise ceases to be in the service of
SEBI, shall be deemed to constitute influencing the actions of a person
connected with the Selection Process); or (ii) save as provided herein,
engaging in any manner whatsoever, whether during the Selection Process or
after the execution of the Agreement, as the case may be, any person in respect
of any matter relating to the Project or the Agreement, who at any time has
been or is a legal, financial or technical consultant/ adviser of SEBI in relation
to any matter concerning the Project;
ii. “fraudulent practice” means a misrepresentation or omission of facts or
disclosure of incomplete facts, in order to influence the Selection Process;
iii. “coercive practice” means impairing or harming or threatening to impair or
harm, directly or indirectly, any persons or property to influence any person’s
participation or action in the Selection Process;
iv. “undesirable practice” means (i) establishing contact with any person
connected with or employed or engaged by SEBI with the objective of
canvassing, lobbying or in any manner influencing or attempting to influence
the Selection Process; or (ii) having a Conflict of Interest; and
v. “restrictive practice” means forming a cartel or arriving at any understanding
or arrangement among Bidders with the objective of restricting or
manipulating a full and fair competition in the Selection Process.

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2. Scope of Work and Deliverable

2.1. Background Information

2.1.1. Project Background

SEBI wishes to leverage artificial intelligence, machine learning and deep learning to
address critical challenges for data analytics impacted by the processing of vast amount
of data, either structured or unstructured.
As a pre-cursor to this project, a Data Lake with an Analytics platform will be set up by
SEBI. The Bidder is expected to build analytical models including AI/ML. Further,
Bidder will also build custom developed applications as per SEBI’s requirements.

2.1.2. Envisaged Benefits

The analytical requirements from various operational departments of SEBI would be
implemented through this project.

ISD - Establishing linkages between various entities in the market based on information
such as KYC details, Director/Promoter details of companies, etc. would enhance the
scope of identification of trading patterns such as Circular Trading, Spoofing or
Squeezing and enable the department to take proactive regulatory measures. Sentiment
Analysis of Corporate Announcement and the information generated at various Social
Media platforms like Twitter, Facebook and LinkedIn etc. would help the department to
gauge the impact of such information and establish its correlation with price/volume
movements of any security.

CFD - Text analytics of offer documents to extract relevant data points, population of
fact sheet, using AI to provide inputs in issuing observations will reduce manual work
and help in improving the timelines on seeking clarifications and processing.

IMD - As part of Mutual Funds inspection, the department analyses many documents
such as Minutes of AMC Board meetings, etc. available in PDF format. Currently these
documents are read by officers manually and on case-to-case basis. Text analytics of
such documents and various regulatory filings such as Scheme Information Document
etc. to extract relevant data points would help the officer take swift regulatory action.

MIRSD - Automated extraction of details from documents received as part of brokers

inspection would result in faster detection of fraud/violation by the broker and hence a
timely regulatory action from the department.

IVD - Existing analytical tools in the department don’t have certain features like creation
of connection amongst suspected entities on the basis of their KYC co-ordinates and
information available from various sources such as bank statements, call data records

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 obtained from Telecom Service Providers, information available on social media. The
said analysis is done manually by officers by obtaining information from various sources
and manual examination of the same to establish linkages amongst suspected entities.
The new system would aid officers in analysis of structured/unstructured information
obtained from various sources.

2.1.3. About SEBI

Securities and Exchange Board of India (hereinafter referred as SEBI) was established
under an Act of Parliament, to protect the interests of investors in securities and to
promote the development of, and to regulate, the securities market and for matters
connected therewith or incidental thereto. Detailed information on the functions of SEBI
is provided on the website, www.sebi.gov.in.

2.1.4. Present Set Up

DWBIS
Currently, SEBI has a data warehousing system called DWBIS (Data Warehousing
Business Intelligence System). DWBIS infrastructure acquires data from external
entities such as the exchanges, the depositories, RTAs and news on daily basis. This
data is usually collected in flat files end of day basis, processed and loaded in the system
SEBI is also in the process of implementing a Data lake which will host the data and
analytical environment on which the data analytics models need to be deployed.

IMSS
SEBI has an Integrated Market Surveillance System (IMSS) for cross market
surveillance. The IMSS system uses SMARTS software engine for alert generation and
graphical analysis.

SHARE PORTAL
SHARE portal is the internal employee portal catering various facilities like,
application processing received from intermediaries, MIS report generation,
Complaint Redressal, Case Management, various circular and documents released by
different departments, applications related to leave, attendance etc.

2.2. Objective of Proposed Work

SEBI desires to implement of Data Analytics Projects and build Data Models at SEBI
to leverage artificial intelligence and machine learning. The models and applications
shall be designed, configured, integrated and implemented by the Bidder as per SEBI’s
requirements.
The Bidder is expected to develop and deploy BI/visualization reports, develop, train
and deploy models based on AI/ML, perform automation tasks, or any custom

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 development etc. based on the requirements details in section 2.3 and 2.4. The system
built by the Bidder is proposed to be set up on SEBI’s Data Lake3 system. SEBI’s Data
Lake will be hosted on its Private Cloud infrastructure.

2.3. Business Requirements

The department wise business requirements are detailed as below -
2.3.1. Integrated Surveillance Department - 1
The Integrated Surveillance department – 1 is responsible for market surveillance of
Equity i.e. cash and derivatives segments of Securities market.
1. Connection database
a. Demographic Connections: The KYC data is collected from exchanges/
depositories on a regular basis. Some of the demographic details captured are:
Client PAN, Address, Bank details, Mobile number, Email address etc. The
system is supposed to identify connected entities based on this information. The
report should also include a Visualization layer where these connections are
highlighted (network diagram). De-duplication techniques may be used to
identify similar addresses/bank accounts etc.
b. Historical Evidence/Proven Connections: Connections data available with
the exchanges, SEBI internal departments and data available in SEBI orders4
should be used to identify new connections. Facility to upload any new
connections should also be provided.
c. Connections based on Off-Market Data like Frequent Transfers between
Clients: Off-market transactions are those where the ownership of securities
owned by one individual is transferred to another without involving the Clearing
Corporation.
d. Connections based on Suspicious Transaction Report (STR) Data: Facility
to upload all/selective content from table of connected entities provided in
STRs. STR is a Suspicious Transaction Report submitted by the reporting
entities to FIU-IND containing details of suspicious transactions observed in an
account.
e. Connections based on Data of Enforcement Actions against Entities, from
Subscription based Websites (e.g. watchoutinvestors, url -
https://www.watchoutinvestors.com).
f. Connections based on Frequent Block Trades among Certain Clients: Block
deal is a single transaction of a minimum quantity of 5 lakh shares or a minimum
value of Rs. 5 crore, between two parties that are often institutional players.
Such a transaction takes place through a separate trading window, at the
beginning of trading hours for a time span of 35 minutes.
g. Connections based on group of clients having concentration in a scrip/contract.

3
The tendering process for implementation of SEBI’s Data Lake is currently under progress
4
SEBI Orders are available in public domain at https://www.sebi.gov.in

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 h. Connections based on details pertaining to promoter, director and KMPs of
Companies.
i. Feature to add two groups of PANs and establish a connection if there is any
association between the two based on DIN, phone, email, address, Off-market
transfers etc. This would be used for Group connection identification.

Currently, the connections are established using SAS E-Miner.

2. Sentiment Analysis of Corporate Announcement for use in Insider Trading

Alerts
To classify a Corporate Announcement as positive, negative or neutral. Contextual
information should also be used. Corporate Announcements are provided by the
Exchanges.

3. Finding Abnormal trading behavior through Trading Pattern Analysis at

Member Level and Client Level:
a. Identify clusters of trading members/clients having similar trading behavior and
identify Members/clients whose trading behavior is different from other
members (clusters) during a particular time period.
b. Identify anomalous trading behavior of trading member/client from its typical
trading behavior during a particular time period.
c. Counter-party analysis of big client and identification of outlier counter-parties
to trades of big client based on criteria like frequency of their trades matching
with trades of big client, etc.
Output should be as an alert and users should also have an option to visualize
normal, abnormal entities in graphical format along with associated details like how
this entity is classified as an outlier. System should identify the relationship between
the outliers based on the Entity Master/Association Master details.
For example, Analysis of Trading pattern of a Big client – Consider the trade data
of a big client for a two-month period. Plot the counter parties for the trades along
with the count of trades and the total traded quantity matched using visual analytics
to identify the entities with whom the trades of the big client matched. Expected
observations from the above plot are as follows:
i. Select the top 10 outliers away from the cluster whose trades match with the big
client. Suppose only 1 client is an individual client while other 9 clients are
either corporate or other Algo traders who are found to be usually trading in
high volumes.
ii. The identified one client ‘X’ is an individual client without prior trading in
derivatives. Further, this client is the only individual while others are Large
Corporate/Institutions/Algo Traders, this is an indication of abnormal trading
pattern and raises a suspicion. On further analysis, it is observed that the client
has been front running the trades of big client.

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 iii. When, let’s say, next 15 outliers (away from cluster) are analyzed, few more
entities related to client ‘X’ are identified who are found to be front running the
trades of big client.

2.3.2. Integrated Surveillance Department - 2

The Integrated Surveillance department – 2 is responsible for market surveillance of
Commodity segment of Securities market.

1. Cornering and squeezing

To identify those situations, where an entity/group of connected entities having
substantial position on exchange, especially during the lean periods (when the
availability of commodity is limited in the market), drives prices favourable to
its/their position(s) either through spoofing or squeezing or otherwise.

2.3.3. Investigations Department

The Investigations department is responsible for - Conducting examination/
investigations related to all segments of securities market including commodity
derivative markets as well as all type of violation related to securities market, Providing
referrals to the Enforcement Department, Assisting the concerned department(s) /
offices in quasi-judicial proceeding, Maintenance of database and other related works.

1. Investigation into suspected violations of Securities laws is a crucial activity of

SEBI as market regulator. This activity inter-alia involves examining voluminous
structured data (such as stock exchange level trade and order log for scrip/entity
under investigation, depository transactions from depositories etc.), unearthing
association/linkages among entities by examination of unstructured data (call data
records, bank statement analysis, social media data, corporate filings etc.) to arrive
at a conclusion of possible wrongdoing by an entity.

2. Such data is gathered from disparate sources and hence poses significant challenges
at investigation stage in the form of obtaining and synthesizing them because of
their different formats, analyzing them in the light of exchange level trade data and
storing them for subsequent quasi-judicial proceedings as evidence.

3. At present, Investigation department of SEBI has various analytical tools to process

raw data obtained from stock exchanges / depositories to draw meaningful inference
from such data and other tools to find linkages among various entities by way of
analysis of unstructured data (such as KYC data, MCA filings by companies etc.).
However, advancement in technology and changes in regulatory landscape across
spectrum have necessitated SEBI to augment its analytical capabilities at
investigation stage, rather revamp it completely.

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4. The features of proposed system are mentioned along following 4 dimensions and
the proposed system is named as ASSURE (i.e. Analytical System of Structured
Unstructured Records for Examination).

a. Augmenting capabilities for analysis of other structured data:

i. Bank statement analysis is crucial for corroborating the trade data with
fund flow transaction among the entities. Most of the investigation cases
(involving price manipulation, pump and dump, insider trading cases,
misutilization of funds, etc.) require analysis of bank statements.
Connection among entities and their fund transactions help to build
strong documentary evidence to strengthen the investigation case.
Analysis of bank statement is required inter-alia for the following
purposes:

 To examine fund flow among suspected entities and establishing

linkages among them on the basis of such fund transfer

 To determine ultimate sources and beneficiaries of funds, after

examining multiple layers of transactions

 To determine the amount of funds involved in related party

transactions

 To determine fund transfer between tipper and tippee in an alleged

insider trading case

It may be noted that each entity can have multiple bank accounts with
different banks. Further, different banks have mild variation in the
format/structure in which they provide bank statement to SEBI (in
PDF/Excel/Notepad format). Currently, analysis on bank statements is
done manually by an investigator.

b. Augmenting capabilities for analysis of unstructured data:

i. Emergence of social media and advancement in
technology/communication means have made establishing ‘meeting of
minds’ all the more challenging for market regulator while investigating
potential frauds. Cases in point being whether two suspected entities are
in each other’s connection on LinkedIn or any job sites (like
Naukri.com) or whether suspected entities have been mentioned
together in any of the orders passed by SEBI etc.

ii. Such analysis is restricted to a handful of suspected entities and usually

carried out manually at a very advanced stage during investigation
process to know if there was ever any association among suspected
entities. Once proposed system flags such association details, it is then

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 left to the judgment of investigator to weigh evidence value of such
association.

iii. Accordingly, for this purpose, ASSURE would take as input co-
ordinates of suspected entities (like name, address, DIN of director,
contact number, PAN etc.) and carry out analysis on social media (like
LinkedIn) or various Job sites (like Naukri.com) or across SEBI related
documents (for instance, offer documents filed by companies, old
investigation reports, old orders by quasi-judicial authorities, SAT
orders, ATR (Action Taken Report) data etc.) and provide the output to
investigator in the form of association among suspected entities (for
instance, same mobile number, connected on LinkedIn, fund transfer
between two entities etc.) for him/her to further explore and decide on
applicability of such association in the instant investigation.
5. Exact details of all the data sources, the format of data, the kind of examination
required on such data and format of investigation report for various types of cases
would be provided at subsequent stage.

2.3.4. Market Intermediaries Regulation and Supervision Department

The Market Intermediaries Regulation and Supervision department is responsible for
the registration, supervision, compliance monitoring and inspections of all market
intermediaries in respect of all segments of the markets viz. equity, equity derivatives,
currency derivatives, debt and debt related derivatives and commodity derivative. The
Department also handles the work related to registration, supervision, compliance
monitoring, inspections, investor grievances and policy related issues as well as fees of
various intermediaries. The Department also handles the work related to action against
the intermediaries for regulatory violations. Recently, MIRSD has started to monitor
intermediaries based on risk based supervision. The new supervisory approach is based
upon overall risk assessment of the intermediary rather than on individual factors such
as turnover, complaints, penalties, etc. MIRSD handles the following intermediaries –
Registered Stock Brokers, BTIs, CRAs, DTs, DPs, KRA registered with SEBI, MBs,
RTAs and UWs.
The detailed requirements of MIRSD are as follows –

1. Supervision of Brokers/ DPs:

a. Analysis of bank statements is very crucial part of inspection of intermediaries.
There is no standard format for bank statements. It differs from bank to bank.
Moreover, the bank statements are provided in PDF version which leads to
difficulty in analysis of the same.
b. Further, brokers also submit bank books to Exchanges on a regular basis. Bank
book is similar to a bank statement of the broker. The format for bank book is
standardized. The system should be able to identify any mismatch between the

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 bank statements and bank books for gauging possibility of any fraud/ violation
by the broker.

2.3.5. Investment Management Department

The Investment Management department is responsible for registering and regulating
mutual funds, venture capital funds, foreign venture capital investors, collective
investment schemes, including plantation schemes, Foreign Institutional Investors,
Portfolio Managers and Custodians. The following Divisions will perform the
functions of the Department –

 Division of Funds 1(Portfolio Managers, Venture Capital, Alternative Investment

Funds, etc.) 2 (Mutual Funds: Policy and Inspections) and 3 (Mutual Funds:
Registration of Mutual Fund, Operations and Investor complaints)
 Division of Foreign Portfolio Investors and Custodians
 Division of Collective Investment Schemes
 Investor Complaints Cell
As part inspection of Mutual Funds, the department analyses many documents such as
Minutes of AMC Board meetings, etc. Currently these documents are read by officers
manually and on case-to-case basis. These documents are available in scanned PDF
format.

The proposed system is expected to extract important/relevant details from the scanned
documents. Further, the system should analyse the text in the documents to determine
compliance to certain norms. The documents to be mined along with use cases5 in given
below –

1. Inspection of Mutual Funds

a. AMC Board Meeting Minutes
i. Rationale for Investment in investment grade rated debt instruments and
for unrated debt instruments
ii. Comments if any w.r.t. NPAs, illiquid securities and poor performance
of schemes
iii. Whether research reports of independent research agencies on
performance of mutual funds schemes are being placed before the Board
iv. Whether corrective action is taken by AMC on violations and systemic
deficiencies as pointed out by internal auditors and independent auditors
and inspection reports.
v. Comment on the observations/deficiencies by the system auditors in the
systems audit report

5
This is not an exhaustive list. The final use cases will be determined at the time of BRD.

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 vi. Whether there have been any instances of violations guidelines for
investment / trading in securities by employee of AMC and whether the
violations have been reported to the Board
vii. Check notings w.r.t. any unfair treatment to any investor and/or scheme
as a result of inappropriate valuation.
viii. Whether periodic review of the valuation policies and procedures to
ensure the appropriateness and accuracy of the methodologies is done
ix. Noting’s on segregation of portfolio
x. Decision on the parameters for investment in unrated debt instruments

b. Trustee Board Meeting Minutes

i. Rationale for Investment in investment grade rated debt instruments and
for unrated debt instruments
ii. Examine and comment on the business with associate brokers and
justification of concentration of business with non-associate brokers
iii. whether the AMC has given any unfair/ undue advantage to any associate
iv. Investment in Group Company, if any.
v. Comments if any w.r.t. NPAs, illiquid securities and poor performance
of schemes
vi. Whether research reports of independent research agencies on
performance of mutual funds schemes are being placed before the Board
vii. Whether trustees are monitoring the structure of the portfolio of the
capital protection oriented scheme in a regular basis and whether its
rating is being reviewed on a quarterly basis
viii. Whether corrective action is taken by trustees on violations and systemic
deficiencies as pointed out by internal auditors and independent auditors
and inspection reports.
ix. Comment on the observations/deficiencies by the system auditors in the
systems audit report
x. Whether there have been any instances of violations guidelines for
investment / trading in securities by employee of AMC and whether the
violations have been reported to the Board
xi. Whether trustee approval was taken for Dividend distribution
xii. Check noting w.r.t. any unfair treatment to any investor and/or scheme
as a result of inappropriate valuation.
xiii. Whether periodic review of the valuation policies and procedures to
ensure the appropriateness and accuracy of the methodologies is done
xiv. Noting’s on segregation of portfolio
xv. Decision on the parameters for investment in unrated debt instruments

c. Investment Committee Minutes

i. Whether the AMC maintains records in support of each individual scrip
wise investment decision for making investment in equity and debt
securities to indicate the data, facts and opinion leading to that decision

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 ii. Noting’s on segregation of portfolio
iii. Noting on performance review
iv. Noting on new added issuer/security
v. Noting on exposure, downgraded security, outlier trade
vi. Noting on concentration risk at fund level to specific issuer

d. Valuation Committee Minutes

i. Check notings w.r.t. any unfair treatment to any investor and/or scheme
as a result of inappropriate valuation.
ii. Regularly review the systems and practices of valuation of securities.
iii. Noting on valuation with regard to Corporate action such as merger,
demerger
iv. Noting on valuation in case of exceptional situations, illiquid assets

2. Other Documents Related to Mutual Funds

a. Registration of Mutual Funds - Read financials i.e. annual statements available
with the department in PDF format and check throw net worth and profit figures;
check whether applicant is contributing for 40% of net worth of AMC
b. Scheme Information Document (SID) –

i. Read Statement of changes.

ii. Read SID and generate a document with the following :
• Name of Scheme
• Category of Scheme
• Type of Scheme
• Sub – type of Scheme
• Riskometer check category of scheme and match type of scheme in
terms of Circular dated October 06, 2017. Generate Alert in case of
Mismatch Scheme Re-open date, Duration of Scheme
• Investment Objective
• Investor Service, Disclosures Portfolio / Financial Results Annual
Report Associate Transactions. Time Period. Generate alert
mismatch
• Disclosures: Name, Address and Website of Mutual Fund, AMC,
Trustee Company. Standard Disclosures including Compliance with
SEBI (MF) Regulations, 1996, SAI reference. Date of SID
• NAV Disclosure: As per SID Time as per “Type of the Scheme”.
Generate Alert in case of Mismatch
• Requirement of Minimum Investors in the Scheme As per SID and
As per “Type of the Scheme”. Generate Alert in case of Mismatch
• How will the Scheme allocate its assets: As per SID, exposure
Limits as per “Type of the Scheme”– Circular October 06, 2017.
Exposure Limits for investment in foreign securities, derivatives,

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 securities lending, securitized debt, credit default swap, repo in
corporate debt, structured obligations and credit enhancements etc.
Disclosure w.r.t. covered call. Disclosure w.r.t. segregated portfolio.
Features of Debt Market and Instruments. Portfolio Rebalancing
Period. Generate Alert in case of Mismatch
• Where will the Scheme Invest: Various Limits and Disclosures as per
Master Circular depending on “How will the Scheme allocate its
assets”
• What are the Investment Strategies: As per SID strategies based on
the asset allocation, w.r.t. Derivatives (as per “How will the Scheme
allocate its assets” etc. Portfolio Turnover Policy
• Plans and options
• Taxation
• Minimum no. of Investors (20/25 rule)
• Asset Allocation
• Rebalancing period
• Benchmark: Mention of TRI. Generate Alert in case of Mismatch
• Investment Restrictions Seventh Schedule - as per “How will the
Scheme allocate its assets”. Master Circular. Generate Alert in case
of Mismatch
• NFO Period, Price
• Dividend Policy
• Allotment & Refund
• Investment by AMC: Generate Alert in case of Mismatch
• Listing
• Ongoing price for redemption (sale) /switch outs (to other
schemes/plans of the Mutual Fund) by investors. as per “Type of the
Scheme”. Illustration. Disclosure to the effect that the repurchase
price shall not be lower than 93% of the NAV and the sale price shall
not be higher than 107% of the NAV and the difference between the
repurchase price and sale price shall not exceed 7% on the sale price.
Generate Alert in case of Mismatch
• Minimum Investment - Min amount for application in NFO
• Target Amount
• Stock Exchange (if listed)
• Scheme Management
• Cut off Timings
• Net Asset Value / Transparency - Rounding off policy for NAV.
Policy on computation of NAV in case of investment in foreign
securities – as per “How will the Scheme allocate its assets”
• NFO Expenses
• Load Structure - Entry Load shall be Nil. Generate Alert if not
• Final Disclosure - Notwithstanding anything contained in this
Scheme Information Document, the provisions of the SEBI (Mutual

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 Funds) Regulations, 1996 and the guidelines there under shall be
applicable.” Generate Alert in case of Mismatch
• Annual Scheme Recurring Expense - As per SID. Regulation 52 (4)
(b) - as per “Type of the Scheme”. Listing Fees as per “Listing”
Brokerage & Transaction Cost as per “How will the Scheme allocate
its assets” Regulation 52 (6) - as per “Type of the Scheme”52 (6) (c)
– as per “Load Structure” Illustration. Generate Alert in case of
Mismatch
• Any other pertinent field
c. No Objection under Regulation 24(B)

i. Following logics to be used while reading the pdf for generation of alerts
and information required:
Particulars Logics
Activity As per Letter
Check with Regulation 24(b)
Generate Alert in case of Mismatch
All the clauses of 24 (b) As per Letter (In format provided at point 4)
All the sub-clauses of 24 As per Letter (In format provided at point 4)
(b)
Paras B. 2, 3, 4 and 5 of As per Letter (In format provided at point 4)
Circular dated Feb 28,
2012
Undertakings As per Letter
3 undertakings w.r.t. Compliance with MF
Regulations and Circulars, Clauses to be
mentioned in agreements of the proposed
activity and Trustee confirmation.
Generate Alert in case of Mismatch
Board Resolutions from As per letter
AMC and Trustee Generate Alert if either of the Board Resolutions
Company are not given.
Other activities under As per Letter (In format provided at point 5)
Regulation 24 (b)

ii. Generate letter to be sent to the AMC w.r.t. No objection to the proposal
given by the AMC. Format of the letter to be generated will be provided.
iii. Any other pertinent information
iv. Format for Regulation and Circular clauses, sub-clauses and paras:

Regulation AMC Comments Our Comments

Citation of Regulation and As per Letter Will be filled by
Circular clause / sub-clause / Division
para wise

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 v. Format for other activities for which the no objection has already been
received:

S. No. Activity Date when Whether the If yes, please confirm

No Fund that the portfolio is
Objection manager of being replicated
was activity is
received same as the
Fund
manager of
Mutual Fund

d. Application for Merger of Schemes: Read the letter and generate a document
with the following:

i. Rationale of Merger
ii. A table capturing the following details of the both the schemes:
• Name of Schemes
• Type of the scheme
• Riskometer
• Investment Objective
• Plans / Options
• Date of Inception
• Asset Allocation & Investment Pattern
• Benchmark
• Fund Manager
• Load Structure
• Recurring Expenses
• Actual TER charged
• AUM
• No. of Investors
• No. of Folios
• NAV per unit
• Total Non-Performing Assets
• Total Illiquid Assets
• Unclaimed Dividend
• Unclaimed Redemption
• Any other pertinent field
iii. Board Resolutions from Trustee and Asset Management Companies
iv. Exit option to be provided
v. Tax Implications
vi. Portfolio of both the schemes

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 vii. Illustration of the manner in which units would be allotted: Compliance
with Circulars dated June 23, 2003 and October 22, 2010.Generate Alert
in case of Mismatch.

viii. Compliance with SEBI Circular dated June 23, 2003 and October 22,
2010

e. Application for Change in Fundamental Attributes of Scheme: Read the letter

and generate a document with the following:

i. Board Resolutions from Trustee and Asset Management Companies.

Generate Alert if either of the Board Resolutions are not given.
ii. A table capturing the existing and proposed changes to the scheme
iii. Format for changes attribute wise –
Particulars Existing Provisions Proposed
Provisions

iv. Declaration that all other features and terms & conditions of the Scheme
shall remain unchanged.

v. Disclosures, as per Letter: Exit Option to be provided. Declarations such

as Post change in the fundamental attributes of the scheme, the interest
of the unit holders shall be protected, Post change in the fundamental
attributes of the scheme, the scheme shall not be similar to the other
existing schemes of the mutual fund, there shall be no other changes in
the features of the scheme apart from the changes proposed, the details
of the proposed changes will be updated at the relevant pages of the SID
and KIM of the relevant schemes. Generate Alert in case of Mismatch.
f. Application for Rollover of close ended schemes:

i. Applicable to only Close ended schemes

ii. Read the letter and generate a document with the following:
• Period of rolling over
• Asset Allocation
• Clause for Positive Consent
• Clause confirming following 20/25 rule
• Any other pertinent field
iii. Board Resolution from AMC and Trustee Company Generate Alert if
either of the Board Resolutions are not given
g. Application for Winding up of schemes:

i. Letter intimating SEBI w.r.t. proposal of winding up of scheme

ii. Board Resolution from AMC and Trustee Company: Generate Alert if
either of the Board Resolutions are not given

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 iii.
Read the letter received after winding up proceedings have been
completed and generate a document with the following while generating
alert in case of mismatch:
 Confirmation that the notice cum addendum was issued in 2
newspapers
 Unit holders meeting had been held
 Trustee Report shall include the following:
o Circumstances leading up to winding up
o Disposal of Assets of the fund before winding up
o Expenses of the fund for winding up
o Net Assets available for distribution to the unit holders
o Auditors Certificate
 Any other pertinent field
3. Processing of the Alternative Investment Fund (AIF) related documents
including but not limited to:
a. Application of Registration of AIF

i. Read Form A 6 and Private Placement Memorandum/ Information

Memorandum/ offer document or any other name it may be called
(collectively called as PPM) and generate a document with the following:

Online Application No.

Information to be retrieved from Form-A
Part-I
 Name of Applicant
 Category and subcategory applied for
 Domestic or IFSC
 Date of online application
 Whether trust deed is registered (Yes/No)
 Date of establishment of Applicant, Trustee, Sponsor, Manager
 PAN of Applicant, Trustee, Sponsor, Manager and Key Investment
Team
 Clauses of Trust Deed referred in Form A
 Verification of declarations and Dates of Declarations
 Name, address (regd., correspondence and principal place of
business), legal status, contact details etc. of the applicant, Sponsor,
manager and trustee.
 Whether applicant, Sponsor, manager, trustee and their directors,
partners, associate, group companies etc. are registered with SEBI,

6
Form A has details of the applicant applying for registration for an AIF. It contains information such as
registered address, legal structure etc.

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 RBI or any other regulatory authority (Yes/ No). Details to be
provided separately in format given below.
Name Relation with Registered with Registration no.
applicant

Part-II
 Investment Objective and business strategy
 Exit from portfolio entities
 Targeted instruments for investment
 Target corpus
 Tenure
 Target Investors
 Target Industry
 Fee details – mgmt. fee, set-up fee, fee to various intermediaries etc.
 Whether draft PPM is attached or not
 Whether application fee is paid (Y/N). If Yes, provide Date of
payment, Payment Reference No.
[If the above information is retrieved after grant of registration, the
registration number should also be provided as one of the data points]

Information to be retrieved from PPM

 Tallying PPM with template PPM in terms of chapters and sections
 Name of the Proposed Scheme
 Scheme (Open ended or close ended)
 Custodian
 Categories of Units
 Compliance with general investment conditions
 Key Management Team along with Qualification and Experience
 Investment Objective and business strategy
 Exit from portfolio entities
 Targeted instruments for investment
 Leverage details
 Target corpus
 Tenure
 Target Investors
 Waiver from applicability of template PPM and audit requirement
 Target Industry
 Sponsor or Manager’s Commitment/ Continuing Interest
 Fee details – mgmt. fee, set-up fee, fee to various intermediaries etc.
 Details of other funds managed by the Manager
 Any other information

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 ii. Additional Details and declarations given as annexure
iii. Read standard observations and throw alerts / exceptions based on
submissions.
iv. Read statement of exception, riders and deviations from the standard
disclosures and provisions of the regulations

b. Application for launch of New Scheme by AIFs

i. Online Application No.

ii. Part-I of Form A information of the Applicant. (This information is to be
retrieved from the original application for registration of the AIF)
iii. Read the Scheme PPM and generate a document with the following:

 Name of registered entity

 Registration no.
 Legal Structure of the Fund
 Name of the Proposed Scheme
 Scheme (Open ended or close ended)
 Name of Sponsor, manager, trustee
 Category and sub-category of AIF
 Investment Objective and business strategy
 Exit from portfolio entities
 Targeted instruments for investment
 Sponsor or Manager’s Commitment/Continuing Interest
 Target corpus
 Tenure
 Target Investors
 Waiver from applicability of template PPM and audit requirement
 Target Industry
 Fee details – mgmt. fee, set-up fee, fee to various intermediaries etc.
 Declaration regarding compliance with general investment
conditions and category specific provisions in SEBI AIF Regulations
 Investment Restrictions
 Leverage details
 Custodian
 Details of other funds managed by the Manager
 Any other information
iv. Read Additional Details if any and declaration given as annexure
regarding continuous commitment
v. Whether application fee is paid (Y/N). If Yes, provide Date of payment,
Payment Reference No.
vi. Check PAN of the proposed Scheme in letter received

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 vii. Read standard observations and throw alerts / exceptions based on
submissions.
viii. Read statement of exception, riders and deviations from the standard
disclosures and provisions of the regulations

c. Application for overseas investment approval: Read the letter and generate a
document with the following:

i. Activity for which the approval is requested

ii. Online Application No.
iii. A table stating the following information:

 Name of Fund
 SEBI Registration No of the Fund.
 Category and sub-category of AIF
 Name of the Scheme (if AIF)
 Name of overseas VCU
 Country of incorporation of overseas VCU
 Name of the Indian Connection
 Copy of service agreement between overseas VCU and Indian
connection (Y/N)
 Date and place of execution of service agreement
 Total Investible Corpus of the Scheme(in USD@ as on date of
application)
 25% of the investible corpus of Scheme (A)
 Previous overseas investment or limit used by the Scheme (in USD)
(B)
 Balance investible amount(C)=(A)-(B)
 Amount proposed to be invested in Offshore Venture Capital
Undertaking (in USD) (D)
 Name and Address of the branch of the bank through which Foreign
Currency Transactions are proposed to be made
iv. Details of all previous overseas investments made by the Fund
v. Undertakings as following:

 The manager has exercised due diligence with respect to the

investment decision.
 The Trustee is satisfied that the proposed investment in offshore
venture capital undertaking is consistent with the investment
objective of the scheme/fund
 The AIF/VCF shall not invest in Joint venture/Wholly Owned
Subsidiary while making overseas investments.
 The AIF/VCF shall adhere to FEMA Regulations and other
guidelines specified by RBI from time to time with respect to any

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 structure which involves Foreign Direct Investment (FDI) under
Overseas Direct Investment (ODI) route.
 The AIF/VCF shall comply with all requirements under RBI
guidelines on opening of branches/subsidiaries/Joint venture
/undertaking investment abroad by NBFCs, where more than 50% of
the funds of the AIF/VCF has been contributed by a single NBFC.
 The investee company is an “Offshore Venture Capital
Undertakings”, i.e. it is a foreign company whose shares are not
listed on any of the recognized stock exchange in India or abroad.
 The AIF/ VCF has complied with all the requirements in SEBI
Circular dated July 03, 2018 including complying with reporting of
utilization/ non utilization/ partial utilization of the previous overseas
limits granted by SEBI.
 Submission of details and incorporation documents of overseas
investee company
 Submission of details and incorporation documents of Indian
connection of overseas investee company
 Details of business of overseas investee company and Indian
connection.
 Any other pertinent undertaking
d. Application for various material changes where approval from SEBI is required.
Read the letter and generate a document with the following:
i. Activity for which the approval is requested
ii. Online Application No.
iii. Name of Fund
iv. SEBI Registration No of the Fund.
v. Category and sub-category of AIF
vi. Whether application is for proposed transaction or post-facto change
vii. Board Resolutions/ trustee resolutions from Trustee / applicant/ manager/
sponsor
viii. Change in shareholding of Sponsor/ Manager (shall include current and
proposed shareholding, and deviation)
ix. Change in name (current name and new name)
x. Change in address (current address and new address)
xi. Change in other details (existing information and proposed change)
xii. Declaration that all other features and terms & conditions of the Scheme
shall remain unchanged.
xiii. Read standard observations and throw alerts / exceptions based on
submissions.

e. Application for surrender of registration:

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 i. Online Application number
ii. Letter intimating SEBI w.r.t. proposal of surrender of registration

iii. Board Resolution/ trustee resolution from Trustee/ sponsor/ manager/

applicant
iv. Read the letter received and generate a document with the following:

 Name of applicant
 Registration no.
 Name of sponsor, manager, trustee
 Reasons for winding up
 A declaration that the applicant has completed disposal of all assets
acquired under its various schemes till date.
 Declaration that there is no investor complaint pending against the
Fund and Fund Manager
 Declaration that there is no pending action by SEBI against the Fund
and Fund Manager or pending before any authority in relation to its
activities as AIF
 Declaration that applicant will continue to be responsible for any
liabilities, which may arise out of the mandate in relation to its
activities as AIF.
 Financial accounts of the Applicant.
 Consent of the Investors
 Original Registration certificate.
 Any other pertinent field
v. Read standard observations and throw alerts / exceptions based on
submissions.

4. Documents pertaining to Portfolio Management Services

a. Registration of PMS

i. Read Form A and other declarations/ Information and generate a

document with the following:

 Name of Applicant
 Date of application
 Name, address (regd., correspondence and principal place of
business), legal status, contact details etc. of the applicant.
 Date of incorporation
 Name, qualification and experience of compliance officer.
 Name, qualification and experience of principal officer.
 Name, qualification and experience of Key Management Personnel.

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  PAN of directors, Principal Officer, Key Management Personnel and
the applicant
 Particulars of Directors
 Names of Promoters / partners
 Net Worth of the applicant
 Particulars of Custodian
 Details of registration with SEBI as other intermediary or with any
other regulator.
 Details of activities to be outsourced
 Details of shareholding as below:
Company:

Promoters %

Non-Promoters %

Directors (other than promoters i.e. included in non- %

promoters)

LLP:

Name of the Partner %

Name of the Partner %

ii. Check if the following declarations are given

 Declaration of compliance with Regulation 7 (2) signed by at least

Two Directors or designated partners.
 Declaration for Fit and Proper Person as specified in SEBI
(Intermediaries) Regulations, 2008.
 Declaration of Compliance with clause 12 (b) of Schedule III of these
Regulations.
 Declaration of Compliance with SEBI circular on fees and charges.
 Declaration of type and frequency of reports sent/ proposed to be sent
to clients.
 Declaration of time taken for transfer of securities into client
accounts.
 Declaration of submission of periodic reports and Disclosure
Document to SEBI.
 Declaration of compliance with clause (e) of sub-regulation (1) of
Regulation 27 -regarding maintenance of records for Investment
rationale.
 Declaration of availability of Disclosure document on website of
Portfolio Manager.

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  Declaration stating that the company is not registered under section
45IA of the RBI Act 1934.

iii. Other documents to be checked-

 Board resolution
 MOA and AOA.
 Net Worth Certificate
 Client risk profiling documents & KYC documents with account
opening form.
 Procedure for Disaster Recovery/ Backup Plan.
 Draft Disclosure Documents
o Certificate by a CA regarding disclosure documents
o Form C
o Check if all the sections are given as per the format given in
the regulations.
 Draft PMS client agreement
 Exchange certificate for the registration as Stock Broker from all
relevant Stock Exchanges. (In case applicant is already a Stock
Broker)
 Write-up on Back office operations

b. Application for various material changes where approval from SEBI is required.
Read the letter and generate a document with the following:

i. Board Resolution from Portfolio manager

ii. Details of proposed board of directors (if there is a change in board)
iii. Other information/declarations as applicable
iv. A table capturing the shareholding (existing and after proposed change)
c. Application for surrender of registration:
i. Name and Registration No. of the applicant
ii. Resolution from Portfolio manager
iii. Read the letter received and generate a document with the following:

 List of all activities that are being carried out including those activates
that do not relate to the securities market
 Details of Enquiry/ Adjudication/ Prosecution / or any other action
initiated or pending against the company with respect to its activities.
 An undertaking that its current Portfolio manager’s mandate have
either been completed or duly terminated and that the entity will
continue to be responsible for any liability, which may arise out of
the mandates.

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  Whether the applicant is registered with SEBI as any other
intermediary
 Detail of submission of Original certificate of registration
 Public Notice
 List of Directors
 Any other pertinent field

2.3.6. Corporation Finance Department

The Corporation Finance department deals with matters relating to

 Issuance and listing of securities, including initial and continuous listing

requirements
 Scheme of arrangements involving merger/ demerger, amalgamation, reduction in
capital
 Corporate governance and accounting/auditing standards
 Corporate restructuring through Takeovers/ buy backs
 Delisting, etc.
The objective is to enable processing of various offer documents as mentioned above
using Automation for population of fact sheet, checking of certain entity names with
certain databases, generating auto-emails and AI for providing inputs in issuing
Observations.

1. Processing of Offer Documents in respect of Public Offering by Companies

Input Documents: The Merchant Banker [also known as Lead Manager or LM] files
the following documents with SEBI for each Public Offer by a Issuer Company

 Offer Document [DRHP/ DLoO] – filed on SEBI Website and SHARE Portal
 Covering Letter – Part of online filing on SHARE Portal
 ICDR Checklist - Part of online filing on SHARE Portal
 Exemption Letter [ not mandatory] - Part of online filing on SHARE Portal
With respect to each Public Offer Document files, the following are the
requirements-

a. Automation Tasks
i. Sending Automated E-mails to - Registrar of Companies RoC [ details of
RoC to be determined from Registered Address of Issuer Company
mentioned in DRHP, LM seeking registration details of issuer company/
promoter/group company with other regulators, T&A department with
filing fees and issuer details [ filing fees and issuer details part of online
filing on SHARE Portal]
ii. Identifying the Issuer Company, its promoters/ directors/ promoter group
companies from the Offer Document. Checking these entities in following

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 databases - SEBI ATR, Vanishing companies, CIBIL database, SEBI
Intermediary database
iii. Search results to be saved in instances cases where entries match in
database.
iv. Sending Automated E-mails to - LM seeking comments if Search results
have any data.
v. Population of Fact Sheet [Enclosed as Annexure A] from the Offer
Document
b. Artificial Intelligence
i. Enablers for AI are as follows:
Creation of Database to capture following - Clarifications and Observations
issued in the past by SEBI [ Industry Sector wise, DRHP Section wise] to
various Issuer Companies [ Observation Database], Exemptions granted by
SEBI [Exempted Regulation wise] to various Issuer Companies [
Exemption Database]
ii. AI Tasks are as follows:

 Utilizing Text Analytics on the Input Documents [exemption letter] to

determine specific regulation exemption sought, and provide
precedence from Exemption Database, if any. In case of match on
Regulation in Exemption Database, provide details using text analytics
the common factors for seeking exemption.

 Creation of Alerts Document:

 Part- I Alerts Document [Based on ICDR Checklist and Covering
Letter]
 Highlighting “Key Matters” from the covering letter of LM

 Highlighting Regulations from the ICDR Checklist wherein

the LM has offered its comments or mentioned complied to the
Extent Possible

 Web crawling for news and information on issuer/ group

companies/ promoters/ directors [details of issuer/ group
companies/ promoters/ directors in the Offer Document] –
Highlight news/ information pertaining to change in
promoters, Anchor Allotments, PE Transactions etc.

 Part-II Alerts Document [Based on Offer Document- DRHP or

DLoO as applicable]
Some of the alerts in the Part-II can be as under. These alerts will
need to utilize text analytics. The list is not comprehensive and the
system should be scalable for future alert requirements.

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  Compare audit qualifications/ adverse remarks/ emphasis of
matter with Risk Factors. Highlight/ throw alert whichever are
not covered in Risk Factors

 Objects of the issue- Compute percentage of funds to be

utilized towards General Corporate Purpose- Alert in case it
exceeds more than 25%

 Legal and Other Information- Analyse criminal complaints-

alerts in cases of key words “Murder/ Theft/ Fraud”;

 Government and other approvals- analyse and determine if any

approval pending- cross refer risk factors for disclosures

 Variance in Equity, Revenue, Reserves Surplus, Net worth,

Operating Profit, Liabilities, Cash and Cash Equivalents –
alerts for variances more than a certain factor (user input
driven)
 Determine if details of consent of lenders are included

 Generation of Partial Clarification Letter/ Partial Observation Letter

 Based on past clarifications sought and observations provided, AI
to provide based on text Analytics on the offer document, a partial
clarification letter and observation letter
 The system should learn over a period of time [based on analysing
various offer documents and their corresponding clarification and
observation letter] to provide more accurate clarifications to be
sought and the observations to be provided.

2. Merger/ De-merger and Amalgamations of Companies

Input Documents: The Stock Exchange forwards the Scheme of Arrangement with
SEBI. [Data still not available on Share Portal]. With respect to each Scheme of
Arrangement filed the following are the requirement
a. Automation Tasks:

i. Identifying the Companies their promoters, directors involved in the

Scheme from the Document. Checking these entities in following databases

 SEBI ATR
 Vanishing companies
 CIBIL database
 SEBI Intermediary database
Search results to be saved in instances cases where entries match in
database.

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 ii. Sending Automated E-mails to - Designated Exchange seeking comments
if Search results have any data.

3. Buy-back and Open offer by listed Companies

Input Documents: The Merchant Banker [also known as Lead Manager or LM] files
the Offer Document with SEBI.
a. Automation Tasks:
i. Sending Automated E-mails to - Concerned Regulator seeking comments.

ii. Identifying the acquirers and PACs from the Offer Document. Checking
these entities in following databases

 SEBI ATR
 CIBIL database
 SEBI Intermediary database
Search results to be saved in instances where entries match in database.

 Sending Automated E-mails to - LM seeking comments if Search

results have any data.
 Population of Fact Sheet [Enclosed as Annexure B- Open Offer and
Annexure C- Tender Offer] from the Offer Document

4. Big Data Projects

a. Analysis on companies performance [success/ failure] on the day of listing and
till one year subsequent to IPO - “Determining the parameters which result in
higher subscription ratios and listing gains resulting in success of IPO.” –
Analysis of companies which have been oversubscribed and identifying factors
which are common among them {such as financial strength, sector, ownership,
size of issue, existence of listed promoters etc.} including market conditions
{such as index position, macro-economic indicators, news feeds}.
b. Employing big data to go through the exchange’s observations on the schemes
of arrangement, and flag off the areas/fields which are not in compliance with
the relevant circular(s) thereby improving timelines on seeking clarifications and
processing.
c. Predicting the supervisory risk score of listed entities using qualitative and
quantitative factors as inputs, such –

 Frequency of disclosure under Regulation 30 of SEBI (LODR) Regulations,

2015
 No. of instances of non-compliances with provisions of SEBI (LODR)
Regulations, 2015
 Financial parameters and ratios

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2.4. Technical Requirements

2.4.1. System Integration and Components

The main system components required to supply, install and maintain are:
1. Systems software (operating systems7, interface software etc.)
2. Packaged software (any off the shelf software not already included in Data Lake
etc.)
3. Custom application software
4. Ancillary services (documentation, training, support etc.)

SEBI’s Private Cloud Infrastructure will provide infrastructure, storage and computing
capacity for the Data Analytics projects and models. The details are given at Appendix
VIII. The Data Lake deployed on the Private cloud will provide an analytics platform
to develop, deploy and maintain ML models. The details pertaining to Data Lake are
given at Appendix IX.
The data lake components are given below:

1. Data Storage/Compute Components

2. Data ETL/ELT components
3. Platform to develop and manage AI /ML models and monitoring their performance
degradation
4. Reporting/Dash boarding/Visualization platform
5. Schematic diagram, network architecture and interfaces
6. Backup management
7. Development, version and quality control
8. Integration and Support Strategy
9. Inclusion of DEV, QA and UAT Environment
10. DR and BCP

SEBI envisages a disaster recovery plan for the proposed Data Lake system. The
underlying data lake will provide the necessary DR infrastructure with an RPO and
RTO of 30 minutes and 2 hours respectively. The same RPO and RTO shall be
maintained by the analytics application. It is expected that a written Disaster Recovery
Plan shall be a standard deliverable which will be detailed during the scoping phase.
If any tool or software is required in addition to the components mentioned above, the
same can be quoted by the Bidder in the Bill of Material. SEBI reserves the right to
drop the component, if it finds the component is already available as part of Data lake
solution.

7
This is required in case the Bidder proposes any packaged software

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 The models/alerts/reports developed under this RFP need to be integrated with SEBI’s
SHARE Portal/DWBIS portal (based on user department). Details pertaining to the
Data Source, Input data format etc. are given below –

Data Whether To be
S. Source/ DR integrated
No. Department Data Type Data Type* required with
SHARE PDF-
1 IMD portal Unstructured Yes SHARE portal

2 IVD Exchanges Structured Yes SHARE portal

3 ISD 1 Netezza Structured No DWBIS portal

4 ISD 2 Netezza Structured No DWBIS portal

SHARE PDF-
5 CFD portal Unstructured Yes SHARE portal
PDF/excel/word
SHARE document-
6 MIRSD portal Unstructured No SHARE portal
* These Data Types are only indicative.

2.4.2. Domain Expertise

The bidder is expected to bring their domain expertise and should share that with SEBI
team while collecting requirements from SEBI users.

2.4.3. Solution Architecture

The native architecture and design of the proposed solution should be based on the
state-of-art technology and open component standards. The architecture should be
scalable and flexible enough to support integration of any useful data for the system in
future. The solution architecture should be based on but not limited to:

1. Integration and Openness:

The solution should have ability to integrate and interoperate with other applications
using open standards and integration methods. In terms of the openness of the
technology architecture, applications should be able to operate on multiple
operating system and database platforms.
2. Scalability:
Solution must scale in terms of volumes of transactions (orders, trades, etc.) and
data, as well as increase in number of users in the future.
3. Flexibility:
The solution should have the ability to design and develop new scenarios, and
reports without customisation. Configuration may be accomplished with a robust
metadata-driven design as well as tolls for adapting the user interface and

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 navigation without programming. Rules/Role based access and authentication
methods to adapt the solution to business process requirements.
4. Usability:
The solution should be modular and component based so that an existing component
can be used to design new functionality or to interface other solutions.
5. Security:
The solution should include a Secure Software Development Life Cycle (SDLC) to
ensure high standard of security in the development process for implementing the
use-cases.

The solution for model development should ensure a suitable mechanism to measure
the drift in the models. Further, the developed models should provide explanation which
will explain model prediction in a humanly understandable way.

2.4.4. Implementation Requirements

1. Implementation Plan
The bidder must submit a detailed phase wise implementation plan identifying
project tasks and milestones. These would include, amongst other things:
 contract negotiation
 project establishment
 site preparation
 tasks required to complete detailed design/specification
 tasks required to complete build/customization
 tasks required to complete software installation and testing
 any transformation processes
 tasks required to complete each testing phase
 tasks required to complete documentation
 tasks required to complete procedures development
 tasks required to complete technical and user staff training
 tasks required to complete the implementation of the system and the
certification and take-on of participants
The bidder’s plan should identify duration of the customisation design phase and
the nature of the outputs that phase will produce:
 nature and duration of each proposed testing phase (Preparation of test plans is
a project deliverable. Preparation of a test plan for user acceptance for
agreement and execution by the SEBI is a project deliverable.)
 nature and duration of each proposed conversion phase.

As mentioned in the functional requirements section, SEBI envisages the

implementation of the project in a time frame not exceeding twelve months (Refer
delivery schedule at 4.2). Early visible results in terms of at least simple usable drill

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 down models forming part of first phase should be delivered in the time frame of
three to four months.

2. Evaluation of Time Frame & Effort Estimation

The bidder’s response should make detailed recommendations as to stages of
project implementation. Phased implementation of system functions as proposed
in functional requirements should be considered in these recommendations
including the estimates of the delivery schedule.
The bidder is also required to submit the details of the effort estimation in person
months for undertaking the various activities envisaged under phased
implementation.
Bidder should also provide methodology which will be used for estimating effort
for future Change Request.

3. Source Code
The bidder shall provide the source code of the application software developed for
the proposed solution to SEBI. However, for the solution that is customised around
a product, the bidder and SEBI shall enter into escrow arrangement for the source
code of the product, for which the bidder must provide the typical escrow
arrangement details. Even in such cases, the source code pertaining to the
customised portion must be provided to SEBI.

4. User Procedures
The bidder’s response must identify how the bidder proposes to work with the SEBI
to write the user and technical procedures required to support the operation of the
system and shall specify the procedures that the bidder proposes to provide. Fully
documented procedures shall be provided to address at least the following areas:
 technical procedures for the installation, updating and operation of packaged
software to be supplied by the bidder
 technical procedures for the installation, updating and operation incorporating
any bidder customisations for the SEBI, and including procedures for recovery
from failures and migration to the DR site
 user procedures for the operation of, data entry to, enquiring of and reporting
from the newly built system
 procedures for system shut down, start-up, backup and recovery
 procedures for data archival and data restoration and generating reports from
these data
 procedures for the ETL from various sources

Bidder’s proposal shall also include the necessary documents for user and
operational procedures for basic system operation.
All manuals shall be supplied in English, in soft copy. The bidder’s method for
updating procedures to reflect changes should be explained.

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5. Training

The selected bidder will be responsible for training SEBI‘s IT team as and when
required in the areas of implementation, operations, management, monitoring, error
handling, system administration etc. The training will be given both pre-
implementation and post-implementation for proposed solution.

a. The Bidder shall give adequate training to the officials of SEBI during
implementing of the project. The Bidder shall provide the training exclusively for
selected products being delivered and should necessarily cover the products
supplied to meet the functional and technical specifications mentioned above. The
training schedule, for providing necessary and adequate training to SEBI’s
personnel, must be finalized in consultation with SEBI, and will form a part of the
agreement. The details of the training to be provided in each category shall be
clearly stated in the offer. Each participant should be provided with the copies of
training material. Boarding and lodging cost for SEBI officers attending the training
will be borne by SEBI.
b. Pre-Implementation: Training will be provided to SEBI IT team on the product
architecture, functionality and the design for each solution under the scope of this
RFP.
c. Post Implementation: Training will be provided to SEBI IT team on routine
operations, application development, system management, monitoring, etc.
d. The Bidder shall train SEBI‘s IT Team for independent operation, creation of
policies/rules, generation of reports, and analysis of the reports, troubleshooting and
familiarization of features and functionalities, policy configuration, ETL
monitoring.
e. The bidder and OEM are required to provide ad-hoc trainings to SEBI staff, to
acquaint them with the latest features and functionalities of the solutions for
minimum of one day. SEBI has the right to exercise this training option at its
discretion. The cost of this training would need to be quoted in the Indicative
Commercial Bid by the bidder in the pre-defined field.
f. The OEM Certified training, where applicable, should be provided by respective
OEMs for at least 10 SEBI IT persons every three years till the tenure of the
agreement i.e. two times during the tenure and should also facilitate to undergo
formal certification program conducted by respective OEMs without adding any
additional cost to SEBI.
g. The Solution partner’s response should clearly indicate the following details
related to OEM certified training (as per Appendix III- Form 17) in the technical
bid:
a) OEM name
b) Product /solution/service name
c) Topic of the training
d) Number of days

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 e) Tentative location
f) Nature of training
g) Training material
h) Certification, if any

2.4.5. Security and Controls

1. Security and Administration

The security features available in the system should be standards based. It is
proposed that the users will access the system from the existing SEBI IT LAN.
Information delivery and reporting will be through the servers which will be
provided as part of the data lake. The Bidder should make use of authentication
mechanism already used in SEBI application (SHARE portal).

2. Protection of Information
The solution must apply rigorous controls to ensure the security of information in
the analytics system, access and data transfer by implementing a complete and
secure audit trail mechanism. The access to the system should be Role based. For
example, an officer with Manager role can view certain reports but cannot
download the data whereas an officer with Deputy General manager role can
download the data as well.

3. Audit Trails
The solution must capture sufficient information to allow the SEBI to identify and
track events in the proposed solution at both system level and application level,
including but not limited to:
 users associated with each access and operation
 time of all significant process steps
 time and details of all user access
 appropriate system and administration logs
 input query with parameters
 print or download the audit trail
 audit trail as a report in the hierarchy

The audit trail and its contents must be of a level that cannot be compromised and
should be indestructible.
The bidder’s response should:
 explain the event logging/safe-storing process and the event log retention and
archiving facilities
 describe the end-to-end system auditing capabilities as messages /information
are processed through the various components of the system and interfaces
 describe the information retained in audit logs

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  provide role-based access with approval

Where a business function is set by a parameter, the parameter must be

configurable by the appropriate business user. The timing of parameter changes
(i.e. immediate or overnight) must be suited to the function being parameterised.
The bidder’s response should describe how, by whom and when parameters are set
within the solution. Setting and changing of these parameters should be role and
authorisation based. Audit Logs should be maintained for these activities.

4. Access Control
The requirements for access control are as follows:
 the ability to setup user groups of users with access to the same functionality
and to limit the functionality of users to just those functions that they have a
need to perform (roles and rules based)
 the maintenance of a secure, auditable log of access to the system, identifying
user-id, date, time, functions accessed, operations performed etc

The bidder’s response shall specify in detail the proposed access control regime,
including administration, operational and audit operations both at system and
application level.
It is the bidder’s responsibility to complete the security testing and certify the
applications. Apart from the Final security audit that would be done during Final
Acceptance, the intermediate audit shall be done during the implementation of the
project and the report shall be submitted to SEBI.
2.4.6. Post Implementation Support Requirements

Post GO-Live Bidder will be required to deploy adequate work force when any new
requirements/changes in existing system need to be implemented, like addition of new
reports/implementation of new use cases.
Changes to the system will be handled with the change request management process.
Bidder would play a critical role in on-going support. Replacement of a resource under
unavoidable circumstances needs to be intimated to SEBI in advance and the replaced
resource should be equally or more qualified and experienced.
2.4.7. Software Change Management Framework

1. During the course of implementation, it may be found that certain

functionalities have been missed out in the Requirement Gathering Phase. The
Solution Provider would be required to incorporate these functionalities as part
of this project. SEBI estimate that effort for such functionalities would be 10%
of the total effort estimated for the implementation of the project and the
Solution Provider shall provide these services at no additional charge to SEBI.

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 Solution Provider shall be responsible for collation of all such enhancement
requests submitted by SEBI. Change Control Requests (CCR) for enhancements
will be generated by SEBI clearly defining the functionality and desired calendar
time for the implementation. The Solution Provider shall provide SEBI with a
written estimate of the effort necessary for the implementation of the requested
enhancements. Upon approval by SEBI; the Solution Provider shall prioritize
development and carry out implementation of the enhancements in a controlled
and efficient fashion
2. Further, it is expected that SEBI may take up additional change requests with total
efforts up to 25% of total implementation efforts. These efforts may be utilized
any time during the first 3 years after Final Acceptance.
3. Any Change Requests as mentioned in point 2 above shall be implemented at the
man-month rate provided in the commercial bid for implementation of Change
Requests.
4. As part of the technical bid submission, the Bidder should provide details of effort
estimation methodology followed internally to calculate the effort estimates
including the tools and strategy used.
5. The Change Management framework must divide the development environment
into the below mentioned categories
 DEV- for development
 QA-for Quality assurance purpose
 UAT-For User Acceptance Testing
 Prod-For deploying the changes at the end user end.
6. It should also allow easy configuration of the environment to the production
version for debugging and troubleshooting.
The bidder is required to provide estimated efforts required for the
implementation for any custom/bespoke development. The Bidder shall fill up the
estimated efforts in person months under the column “quantity” in the financial
proposal. The Bidder is also required to provide composite person month rate
used in the calculation of implementation cost for the custom development.

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3. Bid Evaluation Process
3.1. Evaluation Process
a. SEBI will constitute a committee to evaluate the responses of the Bidders
(Bid/Tender Evaluation Committee).
b. The Bid Evaluation Committee constituted by SEBI shall evaluate the responses
to the RFP and all supporting documents/ documentary evidence. Inability of a
Bidder to submit requisite supporting documents/ documentary evidence within a
reasonable time provided to it, may lead to the Bidder’s Proposal being declared
non-responsive.
c. The decision of the Bid Evaluation Committee in the evaluation of responses to
the RFP shall be final. No correspondence will be entertained outside the process
of negotiation/ discussion with the Bid Evaluation Committee.
d. The Bid Evaluation Committee reserves the right to reject any or all Proposals on
the basis of any deviations contained in them.
e. Each of the responses shall be evaluated as per the criteria and requirements
specified in this RFP.
f. The bids will be evaluated first on the technical merits and then on commercial
merits and SEBI’s decision in this regard shall be binding, final and conclusive.
g. Each bidder will have to present the proposed solution’s architecture diagram,
and details of software stack, hardware stack (compute, Storage, Network),
Backup etc. to the Technical committee of SEBI for evaluation.
h. SEBI will bear all the cost of travelling, lodging, boarding etc. of its Bid
Evaluation Committee and its officials in relation to reference customer site visits
and POC evaluation.

3.2. Technical Evaluation

The bid document will be evaluated as per the requirements specified in the RFP. The
Bidder is required to submit all required documentation in support of the functional
specification criteria specified. Technical presentation will be a part of the process.

Each Technical Bid will be assigned a technical score out of a maximum of 200 marks.
Only the bidders with overall score of more than 75% and score of more than 65% in
each of the Evaluation Criteria mentioned in section 3.2.1 components will be
technically qualified and short listed for commercial evaluation. Failing to secure
minimum marks shall lead to technical disqualification of the Bid.

3.2.1. Scoring Model

The bidder's technical proposal will be evaluated as per the requirements specified in
the RFP and adopting the following evaluation criteria:

SN Evaluation Criteria Total Minimum

Marks Qualifying Marks
(Cut-off)

1 Understanding of SEBI’s Requirement and 40 >=26 (65%)

Proposed Approach

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 2 Bidder Capability including Proven Relevant 70 >=45.5 (65%)
Experience and Capabilities of Identified
Professionals for this Project
3 Quality of Proof of Concept 80 >=52 (65%)
4 Training 10 >=6.5 (65%)
Total 200 >=150 (75%)

Detailed scoring model is given below -

i. Understanding of SEBI’s Requirement and Proposed Approach

SN Criteria Marks
Allotted
1. Detailed approach, methodology and process to be adopted 20
in the project. Project plan to be linked to the deliverables
and outputs.

This will be evaluated based on the solution document and

technical presentation.
2. Project execution plan for performing the required services 10
as detailed in scope of work in the RFP and to meet the scope
of work, execution goals, and timelines.
3. Robustness of the product and availability of skill sets for all 10
the major technologies that are available, should SEBI
require any services in future

A list of partners from OEM whose services are to be used -

Adequate skill set in less than 3 products: 1
Adequate skill set in 3 products: 3
Adequate skill set in all the products: 5

List all the major technologies and products offered for

building the solution -
Availability of the skill set only with SI: 1
Availability of the skill set only with OEM: 3
Availability of the skill set other than SI/OEM: 5

Total 40

ii. Bidder Capability including Proven Relevant Experience and Capabilities of

Identified Professionals for this Project

SN Criteria Details Marks

Allotted
1. Relevant Experience and Capabilities of Identified 30
Professionals for this Project

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 Past Projects:
Experience of the bidder in Implementing Data Analytics
Projects and Building Data Models in preferably in a
Regulatory Body/Govt./any other organization of comparable
nature and complexity of the projects (implemented or being
implemented in the last seven years). As part of the technical
bid evaluation, bidder is required to submit two customer
references of which at least one project should have been
completed. Bidders need to submit copy of client certificate
or work order with pricing information masked or completion
certificate or extract from the contract mentioning the scope
of work and list of Data Analytics technologies used.

Customer references (Two References) should include:

(marks obtained here are per project)

Nature of the project –

Implementation & Support: 3
Only Implementation: 2
Only Support: 1

Experience on the tools –

Worked on same tools as required by SEBI: 3
Worked on similar tools: 2

Domain of the project –

Securities Markets: 4
Financial Markets excluding securities markets: 3
Other Domains: 1

Site Visit/Video Conferencing: 10 (one site visit/ video

conferencing)
Bidder shall take necessary approval from the customer for
the site visit/video conferencing of SEBI’s Bid Evaluation
Committee.
2. Resource planning, Project Governance and Key 40
personnel Proposed

Details of resource planning, project governance and key

personnel needs to be submitted. Detailed list of team
members, CV's, professional certificates and any supporting
documentation indicating experience in similar engagements
to be submitted. The bidder is required to propose the Project
Team for complete execution of the project along with their
CV’s. Bidder shall provide the same team members for the
key roles requiring expertise (during the contract period)

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 whose CVs have been submitted in the technical bid. In case
bidder replaces the resources, the replaced resource should
have same qualification and experience. The replaced
resource should hold similar professional certificates.
Details pertaining to Manpower requirements are provided at
Appendix III.
a. ‘Named’ Market Expert with similar experience in executing 20
Data Analytics projects of comparable nature.

Experience in Securities Markets - 20 Marks

Financial Markets excluding securities markets - 10 Marks

b. ‘Named’ Modelling Expert with similar experience in 20

executing Data Analytics projects of comparable nature.

Experience in Securities Markets - 20 Marks

Financial Markets excluding securities markets - 10 Marks

Total 70

iii. Quality of Proof of Concept

# Criteria Details Marks
Allotted
1. Quality of Proof of Concept 80
The Bidder is requested to host the evaluation of the POC and
the product walk-through at the bidder/OEM's own
development centre. The bidder is expected to have all subject
matter experts available to respond to SEBI queries promptly.
SEBI will be in contact with each bidder to finalize the dates of
the evaluation and walk through.

POC should demonstrate both of the following :

 Model built based on structured data (40 marks)
 Text Analytics (40 marks)

Details of POC are provided at Appendix VII.

Total 80

iv. Training
# Criteria Details Marks
Allotted
1. Bidders are required to impart functional training for all the key 10
models pertaining to AI/ML and Text Analytics as proposed in
solution design.
Total 10

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 Evaluation of the training will be based on the following method:

List of Key OEM Non-OEM OEM Non-OEM

Technologies Classroom8 Classroom Online Online
AI/ML 3 2 1.5 0.5
Modeling
Text Analytics 3 2 1.5 0.5
Python/R NA 3 NA 1.5
Programming
Others 1 0.5 0.25 0

3.3. Commercial Bid Evaluation

a. The Commercial Bids of technically qualified Bidders i.e., Bidders scoring more
than 75% marks overall and more than 65% marks in individual evaluation criteria,
will be opened on the prescribed date in the presence of Bidder representatives.
b. The commercial bids will be evaluated on the basis of Total Cost of Ownership
(TCO) over a seven and half year period converted to Net Present Value (NPV)
calculated using a nominal interest rate of 8% per annum for second and
subsequent years of the duration. AMC charges for 4 years will be considered for
calculating the NPV. The bidder with the lowest NPV, termed L1 bidder, shall
qualify for the award of contract.
c. Only fixed price financial bids indicating total price for all the deliverables and
services specified in this bid document will be considered.
d. The bid price shall be in Indian Rupees. The bid price shall be firm and exclude
taxes and levies.
e. Any conditional bid would be rejected.
f. Errors & Rectification: Arithmetical errors will be rectified on the following basis:
“If there is a discrepancy between the unit price and the total price that is obtained
by multiplying the unit price and quantity, the unit price shall prevail and the total
price shall be corrected. If there is a discrepancy between words and figures, the
amount in words will prevail”.

4. Conditions Specific to Project

4.1. Acceptance Testing and Certification

4.1.1. Quality Assurance (QA) Testing and User Acceptance Tests (UAT) Activities
a. QA test of the “Implementation of Data Analytics Projects and Building of Data
Models at SEBI” shall be completed by the Bidder and results of the same shall be
shared with SEBI as specified in the accepted solution design by SEBI.
b. Production use (Go Live) shall commence only after the formal User Acceptance
Testing.

8
Due to Covid-19 pandemic, the classroom-based training (if proposed by the Bidder) will be availed in future
once the pandemic is over.

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 c. The acceptance criteria for models will be finalized at the time of requirement
gathering in agreement with respective user department.
d. The User Acceptance Tests (and repeats of such tests) shall be conducted by SEBI
in coordination with the Bidder during Commissioning of the system, to ascertain
whether the developed system conforms to the Technical and Functional
Requirements and meets the SEBI’s performance requirements, including, but not
restricted to, the functional and technical performance requirements. The User
Acceptance Tests shall be conducted in accordance with the test scripts/programs
approved by SEBI.
e. SEBI shall issue a User Acceptance Certificate after successful completion of UAT.
f. SEBI shall also notify the bidder in writing of any defect for deficiencies or other
reason for the failure of the UAT, if any.
g. The Bidder shall use all reasonable endeavors to promptly remedy any defect and/or
deficiencies and/or other reasons for the failure of the User Acceptance Test that
the SEBI has notified the Bidder. Once the Bidder has made such remedies, it shall
notify SEBI, and SEBI, with full cooperation of the Bidder, shall use all reasonable
endeavors to promptly carry out retesting of the System. Upon the successful
conclusion of the User Acceptance Tests including successfully complying all
integration touch points, SEBI shall issue the User Acceptance Certification in
accordance with RFP. The procedure set out in this RFP shall be repeated, as
necessary, until a User Acceptance Certificate is issued.

4.1.2. Go-Live
Go-Live will be declared for each user department separately. Once all the
models/applications pertaining to a user department are accepted by it, Go-Live will be
declared for that department.

Each department of SEBI will set its own criteria for Go-Live after discussing with the
Bidder at the time of finalization of BRD.
Once all departments declare Go-Live, the solution will be considered to have received
“Final Acceptance”.

4.1.3. Technical Documentation

a. Documentation for software components:
The Bidder shall deliver all the relevant documents to SEBI for all software
components including third party software before the “Implementation of Data
Analytics Projects and Building of Data Models at SEBI” becomes operational,
which may include, but not limited to user manuals, installation manuals, operation
manuals, design documents, process documents, technical manuals, functional
specification, on-line tutorials, system configuration documents, system
administrative documents, debugging/diagnostics documents, test procedures etc.

b. Documentation for solution:

Bidder shall deliver all relevant documentation pertaining to solution in the
appropriate format. All manuals shall be supplied in English, in soft copy. The

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 bidder’s method for updating documentation to reflect changes should be
explained. The indicative list may include but not limited to-
i. Business Requirement Document
ii. Installation Document (applicable in case Bidders supplies any off the shelf
product)
iii. Functional/System Requirement Specification Document
iv. Design document
v. Architecture Document / Network Diagram/ high level design doc/ low level
design doc
vi. Risks and Mitigation Document
vii. Gap analysis Document
viii. Project Plan
ix. Project Management Reports (On weekly basis)
x. Test Plans
xi. Comprehensive Test Cases Document (Unit, Integration and SIT Test
Cases)
xii. Security Management Guide
xiii. User Management Guide
xiv. Production Deployment Plan
xv. Solution Configuration Document
xvi. Operational Manual
xvii. Operational Acceptance Checklist
xviii. User Manual

4.1.4. Application Development9 (Change Requests)

The solution developed/customized by selected Bidder shall be reviewed and verified
by SEBI against the Functional Requirements signed-off between SEBI and the selected
Bidder. All gaps identified shall be addressed by the Bidder immediately prior to Go-
live of the solution. The acceptance testing w. r. t. the functional requirements shall be
performed by select internal department users (User Acceptance Testing) and system
must satisfy internal user acceptance testing, upon which the system shall go-live.
For conducting the User Acceptance Testing, SEBI shall identify the employees from
respective divisions, who shall be responsible for day-to-day operations of the
functions/models automated/implemented through the project. The system, during the
functional requirements review, shall necessarily satisfy the user acceptance testing
process.

4.2. Delivery Schedule

It is expected that the project should be completed in 12 months including approval for
BRD. It is expected that development for respective departments will be carried in
parallel.

9
This is expected in future in the form of Change Requests

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 The proposed delivery, installation and Implementation schedule for the various items
covered under the project is as mentioned below and delivery period will start from the
date of signing of agreement. Bidders are required to submit department-wise
implementation schedule based on the following deliverables:

Delivery Schedule as per milestones

SN Deliverables Schedule (in

months) from the
date of signing of
agreement
1 Delivery and installation of system components/packaged 2
software
2 BRD approval for each User department 3
3 Implementation of Data Analytics Projects and Models 12

4.3. Payment Schedule

The Invoices will be raised as per the following Milestones. Milestone Percentages are
with reference to the total amount quoted for respective components.

Payment Schedule as per milestones

SN Deliverables % of Stages (On Completion of the

Payment Activities)
1 Analytical Models 20 BRD approval
and Application 60 Go-Live of analytical solution as per
Development the scope of this RFP, documentation,
(department-wise) and Complete training to users
(Line Item 1 in 20 3 months of defect free operation of the
detailed Technical solution implemented by the bidder
BOM) from Go-live date for the department
2 Training 100% of total On actual basis after the completion of
training cost respective proposed trainings.
3 System 90% On delivery and installation including
Software/Packaged submission of installation report
Software (Line Item 10% On Final Acceptance
2 in detailed
Technical BOM)
4 Any Other 100% after -
Final
Acceptance

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4.4. Delays in the Bidder’s Performance
The Bidder must strictly adhere to the implementation schedule, as specified in the
agreement in the performance of the obligations and any delay in this regard will enable
SEBI to resort to any or both of the following:
a. Claiming Liquidated Damages
b. Termination of the agreement/contract fully or partly.

4.5. Liquidated Damages

Time is the essence of this project. The Bidder shall be liable to pay SEBI liquidated
damages (LD) for delay in deliveries as specified in the delivery schedule mentioned in
section 4.2.
a. Bidder shall have to pay liquidated damages to SEBI at the rate of 1 (one) percent
per week on unexecuted value of the deliverable per week or part thereof, for late
delivery beyond the delivery period. There shall be an upper ceiling of 10 (ten) of
the Total Project Cost except the AMC cost for the Liquidated damages to be
deducted under this section. The liquidated damages as applicable shall be deducted
from the payment amount payable to bidder. The performance bank guarantee shall
be 10 percent of the order value irrespective of the penalties levied.
b. The Bidder agrees and considers that the liquidated damages set out herein above
are fair and reasonable and that he will raise no objection or dispute with regard to
SEBI's right to recover the liquidated damages.
c. Liquidated Damage is not applicable for the reasons attributable to SEBI and Force
Majeure.
d. SEBI will have the rights to recover the liquidated damages, if any, from any amount
payable to the Bidder. Also, if the specifications of the RFP are not met by the Bidder
during various tests, the Bidder shall rectify or replace the same to comply with the
specifications immediately to ensure the committed uptime, failing which SEBI has
the sole right either to reject or to accept it finally by recovering the suitable amount
as deemed reasonable by SEBI.
e. SEBI may without prejudice to its right to effect recovery by any other method,
deduct the amount of liquidated damages from any money belonging to the Bidder
in its hands (which includes the SEBI’s right to claim such amount against Bidder’s
performance Guarantee / security) or which may become due to the Bidder. Any
such recovery or liquidated damages shall not in any way relieve the Bidder from
any of its obligations to complete the works/services or from any other obligations
and liabilities under the Agreement.

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5. Appendix I Technical Bid Templates

The Bidders are expected to respond to the RFP using the forms given in this section
and all documents supporting Technical Evaluation Criteria.

Forms to be used in Technical Proposal

Form 1: Compliance Sheet for Technical Proposal
Form 2: Integrity Pact
Form 3: Letter of Proposal
Form 4: Project Citation Format
Form 5: Proposed Solution and write up
Form 6: Proposed Work Plan
Form 7: Team Composition
Form 8: Curriculum Vitae (CV) of Key Personnel
Form 9: Details of Proposed Products /services back to back support and service
agreements with OEM
Form 10: OEM Response compliance Sheet
Form 11: Undertaking from OEM
Form 12: Bank Details
Form 13: Self Declaration
Form 14: Letter for Refund of EMD
Form 15: Consortium Details
Form 16: Letter from consortium member
Form 17: OEM training details
Form 18: Bank Guarantee

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5.1. Form 1: Compliance Sheet for Technical Bid

The Technical bid should comprise of the following basic requirements. The documents
mentioned in this compliance sheet along with this form, needs to be a part of the
Technical bid.

SN Specific Documents Required Compliance Reference

Requirements &
Page
Number
1 Integrity Pact Form 2 Yes/ No
2 Covering Letter for As per Form 3 Yes / No
Technical
Proposal
3 Experience in Completion Yes / No
implementing similar Certificates from the
projects client; OR
Work Order + Self
Certificate of
Completion (Certified
by the
Statutory Auditor);
OR
Work Order + Phase
Completion
Certificate (for
ongoing projects)
from the client; and
Project citation (Form
4)
4 Solution and A note (Form 5 & 6) Yes / No
Technologies The note should
Proposed, Approach & highlight
Methodology (may understanding of
refer to Scope of work SEBI’s requirements
and Deliverables), through providing
Understanding and justifications for:
Work Plan (refer to 1) Solution proposed
section 4.2) and its
components,
2) Technologies
used,

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 3) Challenges likely
to be encountered
4) Learning on how
to deal with the
challenges
5) Project Execution
Plan
5 Resume of all key CV & a Note (Form 7 Yes / No
technical and 8)
resources proposed for
the assignment
6 OEM Related Form 9,10,11 Yes / No
Documents
7 Bidder Payment Form 12 Yes / No
Details
8 Self-declaration Letter Form 13 Yes / No
9 Letter for refund of Form 14 Yes / No
EMD
10 Consortium Related Form 15,16 Yes / No
Documents (if
applicable)
11 OEM training details Form 17 Yes / No
(if applicable)
12 Earnest Money Yes / No
Deposit
13 Soft Copy of Yes / No
Technical Bid in MS
Office (Word/ Excel)
or PDF format
submitted
14 Whether the Bid is Yes / No
authenticated by
authorized person
15 Contact person, Yes / No
contact number and
address for the Project
16 All the pages are Yes / No
numbered properly
17 All pages are Yes / No
authenticated by sign
and seal (Full
signature to be affixed
and not initials).

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 Erasures / Overwriting
/ Cutting / Corrections
authenticated
Certification /
Undertaking is
authenticated.
18 Whether price quoted Yes / No
are exclusive of Taxes
19 Whether replica of Yes / No
price Bid is enclosed
in Technical masked
bid price
20 Whether Taxes and Yes / No
Duties are separately
indicated in price bid
21 Post warranty AMC Yes / No
for a period of 4 years
offered
22 Whether signed copy Yes / No
of RFP is submitted
23 Whether Effort Yes / No
Estimation
methodology for
Implementation of
Change Requests is
provided as part of
technical bid
submission

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5.2. Form 2: Pre-Contract Integrity Pact

INTEGRITY PACT

Between

SECURITIES EXCHANGE BOARD OF INDIA hereinafter referred to as “The

Principal”,
and
…………………………………………………. Hereinafter referred to as “The
Bidder/ Contractor”

Preamble

The Principal intends to award, under laid down organizational procedures, contract/s
for ………………………….. The Principal values full compliance with all relevant
laws of the land, rules, regulations, economic use of resources and of fairness/
transparency in its relations with its Bidder (s) and / or Contractor (s).

In order to achieve these goals, the Principal will appoint Independent External
Monitors (IEMs) who will monitor the tender process and the execution of the contract
for compliance with the principles mentioned above.

Section 1 – Commitments of the Principal

(1) The Principal commits itself to take all measures necessary to prevent corruption
and to observe the following principles:-

a. No employee of the Principal, personally or through family members, will in

connection with the tender for, or the execution of a contract, demand, take a
promise for or accept, for self or third person, any material or immaterial
benefit which the person is not legally entitled to.

b. The Principal will, during the tender process treat all Bidder(s) with equity
and reason. The Principal will in particular, before and during the tender
process, provide to all Bidder(s) the same information and will not provide to

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 any Bidder(s) confidential/ additional information through which the
Bidder(s) could obtain an advantage in relation to the tender process or the
contract execution.

c. The Principal will exclude from the process all known prejudiced persons.

(2) If the Principal obtains information on the conduct of any of its employees which
is a criminal offence under the IPC/ PC Act, or if there be a substantive suspicion
in this regards, the Principal will inform the Chief Vigilance Officer and in
addition can initiate disciplinary actions.

Section 2 – Commitments of the Bidder(s)/ Contractor(s)

(1) The Bidder(s) / Contractor(S) commit themselves to take all measures necessary
to prevent corruption. The Bidder(s)/ Contractor(s) commit themselves to observe
the following principles during participation in the tender process and during the
contract execution.

a. The Bidder(s)/ Contractor(s) will not, directly or through any other person or
firm, offer, promise or give to any of the Principal’s employees involved in
the tender process or the execution of the contract or to any third person any
material or other benefit which he/ she is not legally entitled to, in order to
obtain in exchange any advantage of any kind whatsoever during the tender
process or during the execution of the contract.

b. The Bidder(s)/ Contractor(s) will not enter with other Bidder into any
undisclosed agreement or understanding, whether formal or informal. This
applies in particular in prices, specifications, certifications, subsidiary
contracts, submission or non- submission of bids or any other actions to
restrict competitiveness or to introduce cartelization in the bidding process.

c. The Bidder(s)/ Contractor(s) will not commit any offence under the relevant
purposes of competition or personal gain, or pass on to others, any information
or document provided by the Principal as part of the business relationship,
regarding plans, technical proposals and business details, including
information contained or transmitted electronically.

d. The Bidder(s)/ Contractor(s) of foreign origin shall disclose the name and
address of the Agents/ representatives in India, if any. Similarly the Bidder(s)/
Contractor(s) of Indian Nationality shall furnish the name and address of the
foreign principals, if any.

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 e. The Bidder(s)/ Contractor(s) will, when presenting their bid, disclose any and
all payments made, is committed to or intends to make to agents, brokers or
any other intermediaries in connection with the award of the contract.

(2) The Bidder(s) / Contractor(s) will not instigate third persons to commit offences
outlined above or be an accessory to such offences.

Section 3 – Disqualification from tender process and exclusion from future

contracts
If the Bidder(s)/ Contractor(s), before award or during execution has committed a
transgression through a violation of Section 2, above or in any other form such as to put
their reliability or credibility in question, the Principal is entitled to disqualify the
Bidder(s)/ Contractor(s) from the tender process.

Section 4 – Compensation for Damages

(1) If the Principal has disqualified the Bidder(s) from the tender process prior to the
award according to Section 3, the Principal is entitled to demand and recover the
damages equivalent to Earnest Money Deposit/ Bid Security.

(2) If the Principal has terminated the contract according to Section 3, or if the
Principal is entitled to terminate the contract according to Section 3, the Principal
shall be entitled to demand and recover from the Contractor liquidated damages
of the Contract value or the amount equivalent to Performance Bank Guarantee.

Section 5 – Previous transgression

(1) The Bidder declares that no previous transgressions occurred in the last three
years with any other Company in any country conforming to the any – corruption
approach or with any Public Sector Enterprise in India that could justify his
exclusion from the tender process.

(2) If the Bidder makes incorrect statement on this subject, he can be disqualified
from the tender process or the contract, if already awarded, can be terminated for
such reason.

Section 6 – Equal treatment of all Bidders/Contractors/Subcontractors

(1) In case of Sub-contracting, the Principal Contractor shall take the responsibility
of the adoption of Integrity Pact by the Sub –contractor.

(2) The Principal will enter into agreements with identical conditions as this one with
all Bidders and Contractors.

Page 79 of 151
(3) The Principal will disqualify from the tender process all bidders who do not sign
this Pact or violate its provisions.

Section 7 – Criminal charges against violating Bidder(s)/Contractor(s)/ Sub-

Contractor(s)
If the Principal obtains knowledge of conduct of a Bidder, Contractor or Sub-contractor,
or of an employee or a representative or an associate, of a Bidder, Contractor or Sub-
contractor which constitutes corruption, or if the Principal has substantive suspicion in
this regard, the Principal will inform the same to the Chief Vigilance Officer.

Section 8 – Independent External Monitor

(1) The Principal appoints competent and credible Independent External Monitor for
this Pact after approval by Central Vigilance Commission. The task of the
Monitor is to review independently and objectively, whether and to what extent
the parties comply with the obligations under this agreement.

(2) The Monitor is not subject to instructions by the representatives of the parties and
performs his/ her functions neutrally and independently. The Monitor would
have access to all Contract documents, whenever required. It will be obligatory
for him/ her to treat the information and documents of the Bidders/ Contractors as
confidential. He/ she reports to the Chairman, SEBI.

(3) The Bidder(s)/ Contractor(s) accepts that the Monitor has the right to access
without restriction to all Project documentation of the Principal including that
provided by the Contractor. The Contractor will also grant the Monitor, upon his/
her request and demonstration of a valid interest, unrestricted and unconditional
access to their project documentation. The same is applicable to Sub-contractors.

(4) The Monitor is under contractual obligation to treat the information and
documents of the Bidder(s)/ Contractor(s)/ Sub-contractor(s) with confidentiality.
The Monitor has also signed declarations on “Non- Disclosure of Confidential
Information” and of “Absence of Conflict of Interest”. In case of any conflict of
interest arising at a later date, the IEM shall inform Chairman, SEBI and recuse
himself/ herself from that case.

(5) The Principal will provide to the Monitor sufficient information about all
meetings among the parties related to the Project provided such meetings could
have an impact on the contractual relations between the Principal and the
Contractor. The parties offer to the Monitor the option to participate in such
meetings.

Page 80 of 151
(6) As soon as the Monitor notices, or believes to notice, a violation of this agreement,
he/ she will so inform the Management of the Principal and request the
Management to discontinue or take corrective action, or to take other relevant
action. The monitor can in this regard submit non-binding recommendations.
Beyond this, the Monitor has no right to demand from the parties that they act in
a specific manner, refrain from action or tolerate action.

(7) The Monitor will submit a written report to the Chairman, SEBI within 8 to 10
weeks from the date of reference or intimation to him by the Principal and, should
the occasion arise, submit proposals for correcting problematic situations.

(8) If the Monitor has reported to the Chairman, SEBI, a substantial suspicion of an
offence under relevant IPC/ PC Act, and the Chairman, SEBI has not within the
reasonable time taken visible action to proceed against such offence or reported
it to the Chief Vigilance Officer, the Monitor may also transmit this information
directly to the Central Vigilance Commissioner.

(9) The word “Monitor” would include both singular and plural.

Section 9 – Pact Duration

This Pact begins when both parties have legally signed it. It expires for the Contractor
12 months after the last payment under the contract, and for all other Bidders 6 months
after the contract has been awarded. Any violation of the same would entail
disqualification of the bidders and exclusion from future business dealings.

If any claim is made/ lodged during this time, the same shall be binding and continue
to be valid despite the lapse of this pact as specified above, unless it is discharged/
determined by Chairman of SEBI.

Section 10 – Other Provisions

(1) This agreement is subject to India Law. Place of performance and jurisdiction is
the Registered Office of the Principal, i.e. Mumbai.

(2) Changes and supplements as well as termination notices need to be made in

writing. Side agreements have not been made.

(3) If the Contractor is a partnership or a consortium, this agreement must be signed

by all partners or consortium members.

(4) Should one or several provisions of this agreement turn out to be invalid, the
remainder of this agreement remains valid. In this case, the parties will strive to
come to an agreement to their original intentions.

(5) Issues like Warranty/ Guarantee etc. shall be outside the purview of IEMs.

Page 81 of 151
(6) In the event of any contradiction between the Integrity Pact and its Annexure, the
Clause in the Integrity Pact will prevail.

______________________ ___________________
(For & On behalf of the Principal) (For & On behalf of Bidder/
Contractor)

(Office Seal) (Office Seal)

Place: _________

Date: _________

Witness 1:

(Name & Address) _____________________

_____________________
_____________________
_____________________

Witness 2:

(Name & Address) _____________________

_____________________
_____________________
_____________________

Page 82 of 151
5.3. Form 3: Letter of Proposal

To:

<Location, Date>
<Name>
<Designation>
<Address>

Subject: Submission of the Technical bid for Implementation of Data Analytics

Projects and Building of Data Models at SEBI
Dear Sir/Madam,

We, the undersigned, offer to provide Implementation Services to SEBI for

“Implementation of Data Analytics Projects and Building of Data Models at SEBI” with
your Request for Proposal SEBI/ITD/HO/2020/10/01 dated 22nd October, 2020 and our
Proposal. We are hereby submitting our Proposal, which includes this Technical bid
and the Financial Bid sealed.

We hereby declare that all the information and statements made in this Technical bid
are true and accept that any misinterpretation contained in it may lead to our
disqualification.

We undertake, if our Bid is accepted, to initiate the Implementation services related to

the assignment not later than the date indicated in the RFP.

We agree to abide by all the terms and conditions of the RFP document. We would hold
the terms of our bid valid for 120 days as stipulated in the RFP document.
We understand you are not bound to accept any Bid you receive.
Yours sincerely,
Authorized Signature [In full and initials]:
Name and Title of Signatory:
Name of Firm:
Address:
Location: Date:

Page 83 of 151
5.4. Form 4: Project Citation Format

Sl. RELEVANT PROJECT EXPERIENCE (PROVIDE NO MORE

No. THAN 5 PROJECTS IN THE LAST 5 YEARS)

1 General Information

i. Name of the project

ii. Client for which the project was

executed

iii. Name and contact details of the

client

2 Project Details

i. Description of the project

ii. Scope of services

iii. Technologies used

iv. Status of the project

(Completed/On-
going/Warranty/AMC)

v. Duration of the project (no. of

months, start date, completion
date, current status)

3 Other Details

i. Total cost of the project

(indicative/approximate)

ii. Total cost of the services

(indicative/approximate)

iii. Total Manpower (No. of

L1,L2,L3 etc.) deployed

4 Other Relevant Information

Page 84 of 151
i. Letter from the client to indicate
the successful completion of the
projects

ii. Copy of Work Order

Page 85 of 151
5.5. Form 5: Proposed Solution and Write Up

Technical approach, methodology and work plan are key components of the Technical
Proposal. You are suggested to present Approach and Methodology divided into the
following sections:

a) Understanding of the project (how the solution proposed is relevant to the

understanding)
b) Solution Proposed
c) Technical Approach and Methodology

Page 86 of 151
5.6. Form 6: Proposed Work Plan

The proposed work plan should be in accordance to the clause of Deliverable and
Timeline as mentioned in the section 4.2.

Page 87 of 151
5.7. Form 7: Team Composition

Sl. Name of staff Year of Area of Position Task Time committed for Key
No. with qualification joining the Expertise Assigned Assigned the engagement (Full personnel
and experience organisation time/Part time) in (Yes/No)
Hours

Page 88 of 151
5.8. Form 8: Curriculum Vitae (CV) of Key Personnel

GENERAL INFORMATION
Name of the person
Current Designation / Job Title
Current job responsibilities
Proposed Role in the Project
Proposed Responsibilities in the Project
Academic Qualifications:
 Degree
 Academic institution graduated from
 Year of graduation
 Specialization (if any)
 Key achievements and other relevant information (if any)
Professional Certifications (if any)
Total number of years of experience
Number of years with the current company
Summary of the Professional / Domain Experience
Number of complete life cycle implementations carried out
The names of customers (Please provide the relevant names)
Past assignment details (For each assignment provide details
regarding name of organizations worked for, designation,
responsibilities, tenure)
Prior Professional Experience covering:
Organizations worked for in the past
o Organization name
o Duration and dates of entry and exit
o Designation Location(s)
o Key responsibilities
Prior project experience
o Project name
o Client
o Key project features in brief
o Location of the project
o Designation
o Role
o Responsibilities and activities
o Duration of the project
Please provide only relevant projects.

Page 89 of 151
5.9. Form 9: Details of Proposed Products/Services Back to Back Support
and Service Agreements with OEM

This is applicable only if the bidder is offering an OEM based software. In which case,
bidder should provide the level of support and back to back support/service agreement
details with respective OEM’s for the proposed project components as per the below
format. The bidder should provide details for all the products/services quoted as part of
this project.

(To be submitted in excel file format only)

Page 90 of 151
Sl. Proposed Product Name of Whether free Whether Mention the Whether the Hardware
No. product/ model and Product/ software Back to product/service products/service Replacement
service version service updates and back support level covered under time (in hours) if
name OEM free upgrades support agreement with 24x7x365 back to failed, under the
covered under agreement OEM for entire back support from support
OEM back to exists with duration of OEM? for entire agreement (in
back support OEM for Agreement duration of hours)
agreement for entire Agreement ( if not for entire
entire duration duration of please mention) duration of
of Agreement? Agreement Agreement
1

Page 91 of 151
5.10. Form 10: OEM Response compliance Sheet

This is applicable only if the bidder is offering an OEM based software.

Sl. Information Required Response from Response from Response from
No Product OEM1 Product OEM2 Product
OEM…N
1 Name of OEM
2 Name of the product
3 Product Category
4 Product Name
5 Product Version
6 Date of Release of the Version
7 End of sale
8 End of support
9 Support for IPV6 (Yes/No)
10 Road Map of product
11 Number of certified engineers
giving technical support for the
product in India
12 Specifications, attached
separately (Yes/No)
13 Address in India & Date of
Incorporation in India
14 Communication Details of
Contact Official(s) – Name,
Designation, Phone and email
id

(To be submitted in Excel File format only)

Page 92 of 151
5.11. Form 11: Undertaking from OEM

Response from OEM through Bidder (This is applicable only if the bidder is offering an
OEM based software.)
[On the Letter head of the OEM]
To,
General Manager - ITD
Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4-A, G Block,
Bandra Kurla Complex
Bandra (East) - 400 051
India

Ref: Authorization letter from OEM to ----- (Bidder) for participation in bid for SEBI
RFP Implementation of Data Analytics Projects and Building of Data Models at SEBI.

Dear Sir,

We_______ (OEM Vendor) who are established and reputed Manufacturers

for_______________________________________having factories/ depot at ______
and we do hereby authorize M/s.______ (Successful Bidder / Vendor Name) to offer
their quotation, negotiate and conclude the contract with you against the above invitation
for the Bid.
We hereby extend our full guarantee and comprehensive warranty as per terms and
conditions of the tender and the contract for our equipment quoted/ services offered
against this invitation for Bid by the above firm.
We undertake to perform the obligations as set out in the RFP in respect of such services
as mentioned in clause “scope of work for OEM” and hereby extend our warranty /
support and services through M/s.………………during the … years contract period as
per terms and conditions of the RFP.
We also undertake that we have not been blacklisted by the Government Authority or
Public Sector Undertaking (PSUs) in India or any Financial Institution in India as on
date of submission of response.

We assure you that in the event of M/s ……………………… not being able to fulfil its
obligation as M/s ……………………… Bidder in respect of the terms defined in the
RFP,…………………………………… (OEM Name) would continue to meet these
either directly or through alternate arrangements without any additional cost to SEBI.
The quoted product is of latest model /version and extend our back to back support
during entire duration of Agreement. If any product found to be obsolete /end of
support/end of life during the contract period, we will replace the same with the latest
product with the equivalent /higher capabilities for free of cost.
Dated at ______________ this ________ day of _____________<YEAR>.

Page 93 of 151
5.12. Form 12: Bank Details

(to be included in Technical Bid Envelope)

Bidder is advised to provide bank details to facilitate easy and timely credit of payments
for goods delivered / services rendered.

1 Name of the Bank

2 Address of the Bank with Contact details (name,
telephone, mobile, email, etc.)

3 Account Type
4 Account Title
5 Account Number
6 IFSC Code
7 Remarks, if any

Signature:
Name of the Authorized Person:
Designation:
Company Seal

Page 94 of 151
5.13. Form 13: Self Declarations

(Undertaking to be submitted on Bidder Company’s Letter Head)

To,
CGM (ITD),
SEBI Bhavan, Plot No. C4-A, G Block,
Bandra-Kurla Complex,
Bandra East
Mumbai – 400 051.

Ref: RFP for Implementation of Data Analytics Projects and Building of Data Models
at SEBI

We, (name and designation) on behalf of ---------having its registered office at -------
have submitted a Bid proposal to SEBI for ----------------- in response to the Request for
Proposal (RFP) dated issued________by SEBI.

We are duly authorized persons to submit this undertaking.

We have read and understood the aforesaid RFP and we hereby convey our absolute and
unconditional acceptance to the aforesaid RFP.

We have submitted our Bid in compliance with the specific requirements as mentioned
in this RFP.

We have provided with all necessary information, supporting documents which are true
and accurate and shall provide with such additional information’s may be required by
SEBI from time to time.

Neither we nor any of our employee/director has been barred from providing the
Services nor are we in negative list/blacklisted by any public sector Banks, statutory or
regulatory or investigative agencies in India or abroad in the last 5 years.

All the information furnished here in and as per the document submitted is true and
accurate and nothing has been concealed or tampered with. We have gone through all
the conditions of Bid and are aware that we would be liable to any punitive action in
case of furnishing of false information / documents.

We also undertake that, we were/are never involved in any legal case that may affect the
solvency / existence of our organization or in any other way that may affect capability
to provide / continue the services to SEBI.

Page 95 of 151
It is further certified that we have not modified or deleted any text/matter in this RFP.

I have read the clause 1.8.19 regarding restrictions on procurement from a bidder of a
country which shares a land border with India and on sub-contracting to contractors from
such countries; I certify that this bidder is not from such a country or, if from such a
country, has been registered with the Competent Authority and will not sub-contract any
work to a contractor from such countries unless such contractor is registered with the
Competent Authority. I hereby certify that this bidder fulfils all requirements in this
regard and is eligible to be considered. [Where applicable, evidence of valid registration
by the Competent Authority shall be attached.]”

Dated this _____ day of ____________________ <YEAR>

Signature

(Company Seal)

In the capacity of

Duly authorized to sign bids for and on behalf of:

Page 96 of 151
5.14. Form 14: Letter for Refund of EMD

Date:
CGM (ITD),
SEBI Bhavan, Plot No. C4-A, G Block,
Bandra-Kurla Complex,
Bandra
Mumbai – 400 051

Ref: RFP for Implementation of Data Analytics Projects and Building of Data Models
at SEBI

We ____________ (Company Name) had participated in the RFP for Implementation of

Data Analytics Projects and Building of Data Models at SEBI. Kindly refund and remit
the EMD submitted for participation through NEFT/RTGS. The Details of EMD
submitted are as follows:

Sl. Bidder Name Cheque/DD Drawn on (Bank Name) Amount (Rs)

No. Number

Bank details to which the money needs to be credited via NEFT/ RTGS are as follows:

Sl. No. Details

1 Name of the bank with Branch
2 Account Type
3 Account Title
4 Account Number
5 IFSC Code

Sign

Name of the signatory:

Designation :
Company Seal :

Page 97 of 151
5.15. Form 15: Consortium details

Sl. Name of Primary bidder Name of Consortium Consortium Tools, Whether the
No. Primary responsibilities Consortiu member member Technologies consortium
bidder m members organization organization and services member is
details contact person provided blacklisted
(Office details (person /managed by firm/company in
address, name, consortium any Govt.
contact address, email member department/Banks/
details, id and contact PSU in India (or in
website no.) foreign if the
details) member is of
foreign entity)
(if yes then please
provide the details)
1

Page 98 of 151
5.16. Form 16: Letter from Consortium Member

(Applicable if consortium is proposed)

To, Date__________

General Manager - ITD

Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4-A, G Block,
Bandra Kurla Complex
Bandra (East) - 400 051
India

Dear Sir,

We____________________(Name of consortium member) who are established and

reputable manufacturers/service provider of __________________ having head office
at ____________ &registered Office in India at ______________do hereby authorize
and permit M/s________________________ to submit bid to SEBI in response to their
RFP for Implementation of Data Analytics Projects and Building of Data Models at
SEBI towards following products/services to be supplied/provided by us as a members
of consortium for bidding the RFP.

We also undertake that we have not been blacklisted by the Government Authority or
Public Sector Undertaking (PSUs) in India or any Financial Institution in India as on
date of submission of response. As a consortium member we will be supplying
following products/services:

Sl. Name of Product/Service Detail

No.

Yours Faithfully

Name of Authorized Representative:

Designation of Authorized Representative:

Signature of Authorized Representative with company seal:

Verified by:
Signature of Verifying Authority:

Page 99 of 151
Date:

Page 100 of 151

5.17. Form 17: OEM Training Details

The OEM Certified training where applicable, should be provided by respective OEMs for at least 10 SEBI IT persons every three year till
the tenure of the agreement i.e. two times during the tenure and should also facilitate to undergo formal certification program conducted by
respective OEMs without adding any additional cost to SEBI. <The frequency of training and no of personnel may be changed as per project
requirement>

Sl. No. Proposed OEM name OEM certification Certification cost Nature of Training Remarks
product training details [Like included in the Training material
Training topic, number training (Yes/No) (Classroom/ provided
of days, modules, etc.] web module (Yes/No)
etc.)

Page 101 of 151

5.18. Form 18: Bank Guarantee

To,
General Manager - ITD
Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4-A, G Block,
Bandra Kurla Complex
Bandra (East) - 400 051
India

Whereas <<Name of the Bidder>> (hereinafter called 'the Bidder') has submitted the bid
for Submission of RFP # SEBI/ITD/HO/2020/10/01 dated 22nd October, 2020 for
Implementation of Data Analytics Projects and Building of Data Models at SEBI
(hereinafter called "the Bid") to Securities and Exchange Board of India.
Know all Men by these presents that we <<Bank Name>> having our office at
<<Address>> (hereinafter called "the Bank") are bound unto Securities and Exchange
Board of India (hereinafter called “SEBI”) in the sum of Rs. <<Amount in figures>>
(Rupees <<Amount in words>> only) for which payment well and truly to be made to
SEBI, the Bank binds itself, its successors and assigns by these presents.

Sealed with the Common Seal of the said Bank this <<Date>>

The conditions of this obligation are:

1. If the Bidder having its bid withdrawn during the period of bid validity specified by
the Bidder on the Bid Form; or
2. If the Bidder, having been notified of the acceptance of its bid by SEBI during the
period of validity of bid
(a) Withdraws his participation from the bid during the period of validity of bid
document; or
(b) Fails or refuses to participate in the subsequent Tender process after having
been shortlisted;

We undertake to pay SEBI up to the above amount upon receipt of its first written
demand, without SEBI having to substantiate its demand, provided that in its demand
SEBI will note that the amount claimed by it is due to it owing to the occurrence of one
or both of the two conditions, specifying the occurred condition or conditions.
This guarantee will remain in force up to <<insert date>> and including <<extra time
over and above mandated in the RFP>> from the last date of submission and any demand
in respect thereof should reach the Bank not later than the above date.

NOTHWITHSTANDING ANYTHING CONTAINED HEREIN:

Page 102 of 151

I. Our liability under this Bank Guarantee shall not exceed Rs. <<Amount in
figures>> (Rupees<<Amount in words>> only)
II. This Bank Guarantee shall be valid up to <<insert date>>
III. It is condition of our liability for payment of the guaranteed amount or any part
thereof arising under this Bank Guarantee that we receive a valid written claim or
demand for payment under this Bank Guarantee on or before <<insert date>>)
failing which our liability under the guarantee will automatically cease.

(Authorized Signatory of the Bank)

Seal:
Date:

Page 103 of 151

6. Appendix II: Financial Bid Templates

The Bidders are expected to respond to the RFP using the forms given in this section and
all documents supporting financial bid.

Forms to be used in Technical Proposal

Form 1: Covering Letter

Form 2: Detailed technical BOM with list of products, solutions, services and licenses

The Bidder should furnish the information / quotation as per following format:
1. MANDATORY ITEMS (for “Implementation of Data Analytics Projects and
Building of Data Models at SEBI” proposed as part of overall solution).
2. Bidders should include all the items required for successful implementation
/operationalization of solution as per the scope mentioned in this RFP.
3. If some items are not mentioned in this commercial bid form which are required
for successful implementation/operationalization of solution as per the scope of
this RFP , then the same should be included as a separate line item in this
commercial bid form.
4. If some items are not quoted by the bidders in this commercial bid form which
are required for successful implementation/operationalization of overall
solution as per the scope of this RFP, then the bidder should provide and
maintain (during contract period) such items free of cost to SEBI.
5. The copy of the commercial bid form containing all the products and services
to be proposed as part of project with masked price (without mentioning any
price details) should be submitted along with the technical bid for the purpose
of technical evaluation. If it contains any price information then the technical bid
will be rejected.
6. The bidders are advised not to indicate any separate discount in the commercial
bid. Discount, if any, should be merged with the quoted prices. Discount of any
type, indicated separately, will not be taken into account for evaluation purpose.
7. Bidders should include the mask bid in the Technical proposal.

Page 104 of 151

6.1. Form 1: Covering Letter

To:
<Location, Date>

General Manager - ITD

Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4-A, G Block,
Bandra Kurla Complex
Bandra (East) - 400 051
India

Subject: Submission of the Financial bid for Implementation of Data Analytics

Projects and Building of Data Models at SEBI
Dear Sir/Madam,

We, the undersigned, offer to provide the Implementation services for Implementation
of Data Analytics Projects and Building of Data Models at SEBI in accordance with your
Request for Proposal SEBI/ITD/HO/2020/10/01 dated 22nd October, 2020 and our
Proposal (Technical and Financial Proposals). Our attached Financial Proposal is for the
sum of <<Amount in words and figures>>. This amount is excluding all the applicable
taxes.

1. PRICE AND VALIDITY

All the prices mentioned in our Tender are in accordance with the terms as specified
in the RFP documents. All the prices and other terms and conditions of this Bid are
valid for a period of 120 days from the date of opening of the Bid.

2. UNIT RATES
We have indicated in the relevant forms enclosed, the unit rates for the purpose of
on account of payment as well as for price adjustment in case of any increase to /
decrease from the scope of work under the contract.

3. BID PRICING
We further confirm that the prices stated in our bid are in accordance with your
Instruction to Bidders included in Bid documents.

4. QUALIFYING DATA
We confirm having submitted the information as required by you in your Instruction
to Bidders. In case you require any other further information/documentary proof in
this regard before evaluation of our Bid, we agree to furnish the same in time to
your satisfaction.

Page 105 of 151

5. BID PRICE
We declare that our Bid Price is for the entire scope of the work as specified in the
Section 2. These prices are indicated Commercial Bid attached with our Bid as part
of the Bid.

6. PERFORMANCE BANK GUARANTEE

We hereby declare that in case the contract is awarded to us, we shall submit the
Performance Bank Guarantee as specified in the Appendix IV of this RFP
document.

Our Financial Proposal shall be binding upon us subject to the modifications resulting
from Contract negotiations, up to expiration of the validity period of the Proposal, i.e.,
20th March, 2021.

We understand you are not bound to accept any Proposal you receive.

We hereby declare that our Bid is made in good faith, without collusion or fraud and the
information contained in the Bid is true and correct to the best of our knowledge and
belief.

Thanking you.
Yours sincerely,

Authorized Signature:
Name and Title of Signatory:
Name of Firm:
Address:

Page 106 of 151

6.2. Form 2: Detailed Technical BOM with List of Products, Solutions, Services and Licenses

Sl Item Make & Quan Unit Total Price Applic 4th 5th 6th 7th Total Applica Total Applica Net
. Version tity/ Price for 3 years able Year Year Year Year price for ble Price ble Present
N Effort (Rs.) (Installation, Taxes AMC AMC AMC AMC AMC Taxes (E+J) Taxes Value
o. s in Implementati (GST) cost cost cost cost (F+G+H+ (GST) in (GST) (NPV)
man- on and (Rs.) (Rs.) (Rs.) (Rs.) I) (Rs.)
mont Warranty &
h Support
Period) in
(Rs.)
(A) (B) (C) (D) (E) (F) (G) (H) (I) (J) (K) (L)

1 Application and Model Development

a) ISD-1

i. Application/
Model 1

ii. Application/
Model 2

n. Application/
Model N

b) ISD-2

c) IVD

d) MIRSD

Page 107 of 151

e) IMD

f) CFD

g) Any other
effort
required

Sub Total

2 Software (Refer section 2.4.1)

a) Software 1

b) Software 2

Sub Total

3 Software
Change
Managemen
t

a) Change Pleas
Requests e
provi
de the
man
mont
h rate
here

Page 108 of 151

 4 Any Other

a) Any Other

Sub Total

Grand Total Cost of the Project

Note:

1. Every item should be quoted as line item.

2. Bidder should specify software details wherever applicable along with configuration and unit price.
3. All bidders are required to provide estimated efforts required for the implementation for section 1 (and other components Bidder is
proposing custom/bespoke development. The Bidder shall fill up the estimated efforts in person months under the column “quantity”.
4. The total no. of users and total no. of licenses as necessary for each category of the software shall be clearly mentioned.
5. Bidder must also mention any dependencies (ex. License, cost, supporting software etc.) for augmenting the “Implementation of Data
Analytics Projects and Building of Data Models at SEBI” infrastructure in future.
6. Bidder must also mention the future roadmap of components provided, along with SEBI’s entitlement for new versions.
7. Bidder must also mention the man-month rate for implementation of the Change Requests.

Page 109 of 151

7. Appendix III: Manpower Requirement

The profiles, both in number and nature are mentioned below. Additional resources that
are deployed by the bidder for the deliverables specified in the RFP must be of similar
quality with relevant industry certifications and possessing experience of similar
durations. The decision on additional number of these resources and their respective
deployment duration is on the sole discretion of bidder and is to be proposed as per its
technical proposal.
Bidder should comply with the resource qualification as per the table below. Any
deviation in the resource post selection needs to be approved by SEBI.

Minimum
Number Years of
SN Resource of Qualification
Experience
Resources

Education: B.E. / B. Tech / B.S /MCA

/ M. Tech / MBA degree or equivalent
At least 3 years’ experience as project
manager in analytics projects of
similar scale
Project Min. 7 Shall be responsible for managing the
1 1
Manager years complete project and the team. Shall
take ownership of entire scope of work
as defined in this RFP. This person
will be the nodal point of
communication with SEBI.

Education: B.E. / B. Tech / B.S /MCA

/ M. Tech / MBA degree or equivalent
At least 2 years’ experience as
Business
2 Min. 5 business analyst in analytics projects
Analyst
2 years At least 2 years’ experience in
Profession
financial sector preferably in a
al
Regulatory Body/Govt./any other
organization of comparable nature and
complexity of the projects

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 Education:
BI/Report 2 Min. 3 B.E. / B. Tech / B.S /MCA / M. Tech /
3 Developer years MBA degree or equivalent
At least 2 years’ experience as report
developer in analytics projects
Artificial
Education: B.E. / B. Tech or
Intelligenc
equivalent
e/
Min. 3
4 Machine 4 Minimum 2 years’ experience in
years
Learning/ AI/ML modeling
Python/ R
Python/R certifications preferably
developer

Test Education: B.E. / B. Tech or

5 3 Min 2 years
Engineer equivalent

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8. Appendix IV: Performance Bank Guarantee

WHEREAS
M/s. (name of Bidder), a company registered under the Companies Act, 1956, having its
registered and corporate office at (address of the Bidder), (hereinafter referred to as “our
constituent”, which expression, unless excluded or repugnant to the context or meaning
thereof, includes its successors and assigns), entered into an Agreement dated ……..
(Hereinafter, referred to as “the said Agreement”) with you (Securities and Exchange
Board of India) for design, development, implementation and maintenance of
“Implementation of Data Analytics Projects and Building of Data Models at SEBI”
project at SEBI, as detailed in the said Agreement.

We are aware of the fact that in terms of sub-para (…), Section (…), Chapter (…) of the
said Agreement, our constituent is required to furnish a Bank Guarantee for an amount
Rs…….. (In words and figures), being 10 percent of the Agreement Price of Rs. … (In
words and figures), as per the said Agreement, as security against breach/default of the
said Agreement by our Constituent.

In consideration of the fact that our constituent is our valued customer and the fact that
he has entered into the said Agreement with you, we, (name and address of the bank),
have agreed to issue this Performance Bank Guarantee.

Therefore, we (name and address of the bank) hereby unconditionally and irrevocably
guarantee you as under:

i. In the event of our constituent committing any breach/default of the said Agreement,
which breach/default has not been rectified within a period of thirty (30) days after
receipt of written notice from you, we hereby agree to pay you forthwith on demand
such sum/s not exceeding the sum of Rs…… (In words and figures) without any
demur.
ii. Notwithstanding anything to the contrary, as contained in the said Agreement, we
agree that your decision as to whether our constituent has made any such default/s /
breach/es, as aforesaid and the amount or amounts to which you are entitled by
reasons thereof, subject to the terms and conditions of the said Agreement, will be
binding on us and we shall not be entitled to ask you to establish your claim or claims
under this Performance Bank Guarantee, but will pay the same forthwith on your
demand without any protest or demur.
iii. This Performance Bank Guarantee shall continue and hold good till the completion
of the warranty period for the ‘Total Solution’ i.e. (date), subject to the terms and
conditions in the said Agreement.

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 iv. We bind ourselves to pay the above said amount at any point of time commencing
from the date of the said Agreement until the completion of the warranty period for
the Total Solution as per said Agreement.
v. We further agree that the termination of the said Agreement, for reasons solely
attributable to our constituent, virtually empowers you to demand for the payment
of the above said amount under this guarantee and we have an obligation to honour
the same without demur.
vi. In order to give full effect to the guarantee contained herein, we (name and address
of the bank), agree that you shall be entitled to act as if we were your principal
debtors in respect of your claims against our constituent. We hereby expressly waive
all our rights of surety ship and other rights, if any, which are in any way inconsistent
with any of the provisions of this Performance Bank Guarantee.
vii. We confirm that this Performance Bank Guarantee will cover your claim/s against
our constituent made in accordance with this Guarantee from time to time, arising
out of or in relation to the said Agreement and in respect of which your claim is
lodged with us on or before the date of expiry of this Performance Guarantee,
irrespective of your entitlement to other claims, charges, rights and reliefs, as
provided in the said Agreement.
viii. Any notice by way of demand or otherwise here-under may be sent by special
courier, registered post or other electronic media to our address, as aforesaid and if
sent by post, it shall be deemed to have been given to us after the expiry of 48 hours
when the same has been posted.
ix. If it is necessary to extend this guarantee on account of any reason whatsoever, we
undertake to extend the period of this guarantee on the request of our constituent
under intimation to you (Securities and Exchange Board of India).
x. This Performance Bank Guarantee shall not be affected by any change in the
constitution of our constituent nor shall it be affected by any change in our
constitution or by any amalgamation or absorption thereof or therewith or
reconstruction or winding up, but will ensure to the benefit of you and be available
to and be enforceable by you.
xi. Notwithstanding anything contained herein-above, our liability under this
Performance Guarantee is restricted to Rs…… (in words and figures) and shall
continue to exist, subject to the terms and conditions contained herein, unless a
written claim is lodged on us on or before the aforesaid date of expiry of this
guarantee.
xii. We hereby confirm that we have the power/s to issue this Guarantee in your favour
under the Memorandum and Articles of Association/ Constitution of our bank and
the undersigned is/are the recipient of authority by express delegation of power/s
and has/have full power/s to execute this guarantee under the Power of Attorney
issued by the bank in his/their favour.
xiii. We further agree that the exercise of any of your rights against our constituent to
enforce or forbear to enforce or any other indulgence or facility, extended to our
constituent to carry out the contractual obligations as per the said Agreement, would
not release our liability under this guarantee and that your right against us shall

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 remain in full force and effect, notwithstanding any arrangement that may be entered
into between you and our constituent, during the entire currency of this guarantee.

Notwithstanding anything contained herein:

i. Our liability under this Performance Bank Guarantee shall not exceed Rs. …. (in
words and figure) ;
ii. This Performance Bank Guarantee shall be valid only up to …….. (date, i.e.
completion of warranty period for the Total Solution) ; and
iii. We are liable to pay the guaranteed amount or part thereof under this Performance
Bank Guarantee only and only if we receive a written claim or demand on or before
…. (Date i.e. completion of the warranty period for the Total Solution).

This Performance Bank Guarantee must be returned to the bank upon its expiry. If the
Performance Bank Guarantee is not received by the bank within the above-mentioned
period, subject to the terms and conditions contained herein, it shall be deemed to be
automatically cancelled.

Dated ……………………. this ……….. Day …………. <YEAR>.

Yours faithfully,

For and on behalf of the …………… Bank,

(Signature) Designation
(Address of the Bank)

Note:
b. This guarantee will attract stamp duty as a security bond under Article 54(b) of the
Mumbai Stamp Act, 1958.
c. A duly certified copy of the requisite authority conferred on the official/s to execute
the guarantee on behalf of the bank should be annexed to this guarantee for
verification and retention thereof as documentary evidence in the matter.

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9. Appendix V: Draft Master Service Agreement

The following are the general terms and conditions proposed to be included in the
Agreement. However, these terms and conditions are not exhaustive, and SEBI reserves
the right to add, delete, modify or alter all or any of these terms and conditions in any
manner, as deemed necessary by SEBI. SEBI also reserves the right to add, delete,
modify or alter all or any of these terms and conditions in any manner, subject to any law
of the land or directives issued by Government of India or the Central Vigilance
Commission from time to time as the case may be.

The Solution Provider, selected for setting up of “Implementation of Data Analytics

Projects and Building of Data Models at SEBI”, will have to enter into an agreement
directly with SEBI. The agreement shall contain various terms and conditions relating to
payment, delivery, installation & operationalization, training, commissioning &
acceptance, support during periods of warranty & maintenance, liability and penalty due
to delay in performance responsibilities, etc. All the diagrams, drawings, specifications
and other related literature & information, provided by the Solution Provider under the
total solution and agreed to by SEBI, shall also form a part of the agreement.

The bill of material containing item-wise details in respect of all products, covered under
the “ Implementation of Data Analytics Projects and Building of Data Models at SEBI”
solution , offered by the Solution Provider, must be furnished along with the prices
thereof, as per the terms and conditions contained in this document. The Solution
Provider shall undertake to ensure that the prices are reasonable and in the range of prices
for similar / same products available in the market.

If any irregularity or any defect is detected anytime in respect of the above, SEBI shall
have the right to take appropriate action against the Solution Provider, as deemed fit by
SEBI.

All correspondences and other documents pertaining to the agreement/ contract shall be
in English. The Agreement shall be governed and interpreted in accordance with the
Indian laws.

1. Definitions
All definitions and meanings terms used in this Agreement will be as per the Request
for Proposal (“RFP”) document.

2. Standards
The goods/products/services, supplied under this Agreement shall conform to the
standards mentioned in the Technical Specification or agreed between SEBI and the
Solution Provider, and when no applicable standard is mentioned, the goods/products
shall be supplied under the authoritative and appropriate international standards of the

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 goods/products and such standards shall be the latest issued by the institutions
concerned.

3. Prices
The price shall be exclusive of all taxes and SEBI will pay applicable taxes at the time
of payment.

No escalation in price quoted shall be permitted for any reason whatsoever. Prices
quoted shall be firm till the complete execution of the agreement including Warranty &
Support, and AMC for 7 years. Prices when quoted both in figures as well as in words
have any discrepancy between the rates given in figures and in words, the rates given in
words shall be considered.

4. Performance Bank Guarantee

The Solution Provider shall at his own cost and expense furnish within 30 (Thirty)
business days from the effective date, an unconditional and irrevocable performance
bank guarantee for 10 percent of Rs. __________/- (Rupees ____________ only) in
favor of SEBI, from a scheduled commercial Bank towards the due and punctual
performance and fulfillment of this agreement in the format prescribed in Appendix IV
of RFP. This Performance Bank Guarantee shall be valid till the end of the warranty
Period under this Agreement.

The Performance bank guarantee shall contain a claim period of 3 (Three) months
(“Claim Period”) from the last date of validity (“validity date”). The performance bank
guarantee may be discharged by SEBI upon being satisfied that there has been due
performance of the obligations by the solution partner.

5. Taxes and Duties

1. The Successful Solution Provider shall be entirely responsible to pay all the taxes
including but not limited to goods and services tax, corporate tax and income tax,
duties, fee, toll, royalty tax, etc. in connection with the installation of the systems and
the provisions of the services necessary for the successful implementation and
maintenance of the supplied system.
2. Wherever the laws and regulations require deduction of such taxes at the source of
the payment, SEBI shall effect such deductions from the payment due to the Solution
Partner. The remittance of the amount so deducted and issuance of certificate for such
deductions shall be made by SEBI as per the laws and regulations in force.
3. Any reduction/increase in taxes and duties affected on or after date of submission of
bid up to date of successful completion of warranty shall be passed on to and borne
by SEBI.

6. Project Plan and Acceptance Tests

The selected Bidder (“Solution Provider”) shall provide a Project plan to SEBI within
one week of the signing of the Agreement. This Project Plan shall detail the tasks that

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 has to be carried out and completed on various scheduled dates including the acceptance
testing. The Solution Provider shall submit weekly report on the progress of the project
and also the status as on the scheduled date and actual date of each activity detailing any
deviations to the SEBI’s project manager. An Acceptance Test Plan (“ATP”),
identifying the tests proposed to be conducted, along with Test scripts would be
prepared and submitted to SEBI by the Solution Provider. The Project Plan and the ATP
shall not be considered complete and final unless the same have been reviewed and
accepted by SEBI.

The errors found during the Acceptance Testing by SEBI shall be promptly rectified by
the Solution Provider. The Acceptance of all the goods or products as well as services
under the Agreement shall be deemed to have taken place when the Solution Provider,
in accordance with the agreement, has completed their supply, installation and
successful commissioning and SEBI thereafter certified to the Solution Provider in
writing the SEBI’s acceptance of the Systems. The SEBI’s acceptance certificate of the
supplied goods/products shall in no way release the Solution Provider from any of its
warranty obligations under the agreement.

7. Dispute Resolution
i. All disputes and differences of any kind, whatsoever, between the Solution
Provider and SEBI, arising out of or in relation to the construction, meaning,
operation or effect interpretation of the agreement, or breach thereof shall be settled
amicably. If, however, the Parties are not able to resolve any dispute or differences
amicably, the same shall be referred to the sole arbitrator if mutually agreed
upon, failing which, one arbitrator to be appointed by each Party to the dispute,
and the third arbitrator to be appointed by the two arbitrators and such arbitration
shall be in accordance with the provision of the Arbitration and Conciliation Act,
1996, or any statutory modification or re-enactment thereof for the time being in force.
The award made in pursuance thereof shall be binding on the Parties. The seat and
venue of the arbitration shall be in Mumbai.

ii. The Solution Provider shall continue to work under the agreement during the
arbitration proceedings unless otherwise directed by the Arbitrator or by SEBI in
writing, or unless the matter is such that, in the opinion of the arbitrator/arbitrators,
the works cannot possibly be continued until the decision of the arbitrator/arbitrators,
as the case may be, isobtained.

8. Notices
i. Notice or other communications given or required to be given under this Agreement
shall be in writing and shall be hand-delivered with acknowledgement thereof, or
transmitted by pre-paid registered post by reputed courier to the address of the
receiving party by the other in writing, provided such change of address has been
notified at least 10 (ten) days prior to the date on which such notice has been given
under the terms of this Agreement.

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 ii. Any notice or other communications shall be deemed to have been validly delivered
on date of delivery if hand-delivered; if sent by registered post or by reputed courier,
then on the expiration of 7 (seven) days from the date of posting. All notices, requests,
demands and other communications under this agreement or in connection herewith
shall be given to or made upon the respective parties as follows:

To SEBI:
General Manager - ITD
Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4-A, G Block,
Bandra Kurla Complex
Bandra (East) - 400 051
India

To Solution Provider:
<address of Solution Provider>

to such other person or addresses as any of the Parties shall have notified to the
others.

9. Confidentiality
a. The Solution Provider acknowledges that as a result of the Services that the Solution
Provider is providing here-under, the Solution Provider may have access to the
Confidential Information and proprietary (which shall include but not be limited to
any business, commercial or financial information of SEBI or any information,
documentation, data and other materials related to SEBI's business and operations) of
SEBI that is or has been disclosed to the Solution Provider by SEBI and marked as
confidential when disclosed in writing and when disclosed orally, identified as
confidential at the time of disclosure and submitted in writing to the Solution
Provider within 7 (seven) Business Days of such disclosure.

d. Confidential Information does not include information which:

(i) is publicly available at the time of its disclosure; or becomes publicly available
following disclosure; or

(ii) is already known to or was in the possession of the Solution Provider prior to
execution of this Agreement; or

(iii) is disclosed to the Solution Provider by a third party, which party is not bound by
any obligation of confidentiality; or

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 (iv) is or has been independently developed by the Solution Provider without using
the Confidential Information or deriving from the Confidential Information of
SEBI;

(v) is required to be disclosed with the prior consent of SEBI.

(vi) is required to be disclosed pursuant to any requirement/ guidelines/ direction/

order issued by regulatory, government, statutory bodies/ authorities.

e. Similarly, SEBI agrees that during the course of this Agreement, SEBI may receive
or come into possession of information that is confidential/proprietary to the
Solution Provider (including but not limited to information relating to software, trade
secrets, know-how/ technical data, research, products, software services,
development, inventions, processes, engineering techniques, strategies, etc.) and that
SEBI shall not disclose or divulge such confidential/ proprietary information of the
Solution Provider to any third parties or make use or allow others to make use thereof
either for its own benefit or for the benefit of others, directly or indirectly, and that the
terms and conditions herein above set out with respect of the confidential
information of SEBI, shall apply mutatis mutandis to the Solution Provider's
confidential/ proprietary information.

f. The confidentiality obligations of the Parties herein shall continue for the term of this
Agreement and for a period of 2 (two) years thereafter.

g. The Parties agree that they shall not permit the duplication or disclosure of
Confidential Information of other Party, to any person (other than an employee,
agent or representative of that Party who needs such information for the specific
purpose of performance of obligations under this Agreement). Any document, other
than this Agreement itself, shall remain the property of the disclosing Party and all
copies thereof shall be returned to such disclosing Party on termination of this
Agreement or upon earlier request by disclosing Party.

h. The receiving Party understands and acknowledges that the disclosure of, or failure to
adequately protect Confidential Information of disclosing Party, would result in
irreparable harm to disclosing party. In addition to monetary damages, disclosing Party
shall be entitled to any and all equitable remedies, including but not limited to
injunctive relief, in the event the receiving party discloses or fails to protect the
Confidential Information.

10. Indemnities
a. The Solution Provider shall be liable to indemnify SEBI, at its own cost and
expenses, against all losses/damages, which SEBI may suffer on account of
violation by the Solution Provider of any or all national/international trade laws,

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 norms, standards, procedures etc. in relation to provision of services and deliverable
under this Agreement.

b. Each Party shall be solely responsible for and shall indemnify and keep SEBI, its
employees, agents, officers and directors indemnified and harmless from and
against all costs (including but not limited to litigation expenses and attorney's
fees), e x p e n s e s , losses, liabilities, fines, penalties, damages, claims, demands,
actions or proceedings whatsoever for arising out :

(i) any death or personal injury caused by any act or omission of the Solution
Provider, its employees or agents;

(ii) any third party claims for infringement of a copyright, patent, trademark or
other intellectual property right of any third party including claims made by
agents of the Solution Provider against SEBI for any breach committed by the
Solution Provider in relation to such third parties;

(iii) any claims arising out of the breach of any applicable laws by the Solution
Provider, its employees or agents;

(iv) any claims arising out of breach of the terms and conditions of confidentiality,
non-disclosure, non-solicitation and related terms and conditions.

Notwithstanding the foregoing; Solution Provider shall not be obliged to indemnify

SEBI if the claim mentioned therein arises out of any:

(i) use of the services, deliverable, developed materials and other materials
provided to SEBI by Solution Provider in a manner or purpose not intended by
the Project Plan or against specific instructions of the Solution Provider, or

(ii) use of the services, deliverable, developed materials and other materials
provided to SEBI by the Solution Provider in conjunction with third party
materials of services if the claim of infringement would not have arisen in the
absence of such use, or

(iii) use of the services, deliverable, developed materials and other materials
provided to SEBI by the Solution Provider that are being designed or made to
specifications to the order of SEBI, or

(iv) if the infringement is occasioned by a modification to the services, deliverable,

developed materials and other materials provided to SEBI by the Solution
Provider.

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 c. SEBI will defend, indemnify and hold the Solution Provider harmless from and
against all losses, damages or costs arising out of or resulting from any action by a
third party against the Solution Provider that is based upon any claim that the
possession or use of any material supplied by SEBI in connection with the Services
under this Agreement infringe a patent, copyright or other proprietary right or
violate a trade secret of such third party and or for any loss, injury, claim or damage
resulting from any death or injury to any person or property of the Solution Provider
arising out of the use or possession of the equipment or location of SEBI by the
Solution Provider or its personnel.

11. Intellectual Property Rights

i. All Custom Software/customizations developed and furnished solely and
exclusively for SEBI under this Agreement, shall be deemed a work made for hire,
for the sole benefit of and belonging exclusively to SEBI. All rights, title and
interest in and to such Custom Software/customizations and all copies thereof, in
whatever medium (and including all Moral Rights thereto) throughout the world
shall become owned exclusively by SEBl. Intellectual property and Source Code in
the deliverables/software developed under this Agreement vest with SEBI upon
the delivery and acceptance of deliverables and the receipt of payment by Solution
Provider.

ii. The Solution Provider and its employees and agents expressly waive any and all
moral rights in the Custom Software, and any elements thereof, created, performed,
contributed or prepared by the Solution Provider and its employees and agents
pursuant to this Agreement. SEBI shall have the exclusive right to obtain and hold
in its own name, all the Intellectual Property Rights in such Custom Software.

iii. The Solution Provider shall give SEBI all reasonable assistance required to perfect
the foregoing rights to the Custom Software/customizations, including (but not
limited to) directing its employees to execute all applications for patents,
trademarks, and/or copyrights, domestic and foreign, assignments and other
papers necessary to secure and enforce rights related to any Custom Software.

iv. SEBI acknowledges that in performing Services under this Agreement, the Solution
Provider may use the Solution Provider's proprietary materials including without
limitation any software (or any part or component thereof) tools, methodologies,
processes, ideas, know-how and technology or any improvements, enhancements,
modifications or customization thereto (Solution Provider Pre-Existing IP).

v. Notwithstanding anything to the contrary contained in this Agreement, the Solution

Provider shall continue to retain all the ownership rights, title and interests to all
Solution Provider Pre-Existing IP and nothing contained herein shall be construed
as preventing or restricting the Solution Provider from using Solution Provider Pre-
Existing IP in any manner. To the extent that any Solution Provider Pre-Existing

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 IP or a portion thereof is incorporated or contained in a Deliverable under this
Agreement, the Solution Provider hereby grants to SEBI a fully paid-up,
irrevocable, non- exclusive, license for non -commercial use throughout the territory
of India to access, replicate and use any Solution Provider Pre-Existing I P (in
connection with the Deliverables and only as part of the Deliverables in which
they are incorporated or embedded) which are (a) embedded in the Systems; or (b)
necessary for the proper utilization of the SEBI “Implementation of Data
Analytics Projects and Building of Data Models at SEBI”, provided by the Solution
Provider, including all inventions, designs and marks, embodied therein in
perpetuity.

vi. The foregoing license does not authorize SEBI to :

 separate Solution Provider Pre-Existing IP from the Deliverable in which

they are incorporated for creating a standalone product for marketing to
others; or

 independently sell, lease, exchange, mortgage, pledge, license, sub license,

assign or in any other way convey, transfer or alienate the Solution Provider
Pre-Existing IP in favour of any person (either for commercial consideration
or not (including by way of transmission), and/or reverse compile or in any
other way arrive at or attempt to arrive at the source code of the Solution
Provider Pre-Existing IP.

vii. Notwithstanding anything to the contrary set forth anywhere else in the RFP or the
Agreement,, the Solution Provider shall not use any third party or the Solution
Provider’s proprietary software in the implementation of the “Implementation of
Data Analytics Projects and Building of Data Models at SEBI” that is not available
to SEBI in the market on reasonable commercial terms. The Solution Provider shall
identify all software and hardware that is necessary for the proper performance of
the “Implementation of Data Analytics Projects and Building of Data Models at
SEBI” clearly to SEBI prior to execution of this Agreement.

viii. All the Intellectual Property Rights in the third party software used in providing
services including those forming part of or incorporated into the deliverables
referred to above shall remain with the respective third party owners/ the Solution
Provider's licensor and SEBI shall have user rights in accordance with end user
license agreement (EULA) as applicable to use of such software.

ix. If any of the Deliverables is held or is believed by the Solution Provider to infringe
third party intellectual property rights, the Solution Provider shall have the option,
at its expense, to:

 modify the Deliverables so as to make it non-infringing, or

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  obtain for SEBI a license to continue using the Deliverables.

12. Non Solicitation

Neither Party shall, without the consent of the other Party, employ or offer to employ
(whether under a contract of service or under a contract for services) any person engaged
or previously engaged by the other in a technical or managerial capacity in relation to
the Project, during the subsistence of this Agreement and until a period of 24 (twenty
four) months has expired after the termination or expiry of this Agreement.

For the avoidance of doubt, this restriction applies only to those employees who are
connected with the Services performed under this Agreement. The clause does not
prevent hiring based on responses by employees to public advertisement on any media
that are not specifically targeted at the other Party's employees.

13. Force Majeure

i. The Solution Provider or SEBI shall not be responsible for delays or non-performance
of any or all contractual obligations, caused by war, revolution, insurrection, civil
commotion, riots, mobilizations, strikes, blockade, acts of God, epidemics, fire, flood,
obstructions of navigation by ice of Port of dispatch, acts of Government or public
enemy or any other event beyond the control of either Party, which directly, materially
and adversely affect the performance of any or all such contractual obligations.

ii. Provided either Party shall immediately upon the occurrence of such a cause notify the
other in writing of such causes. Unless otherwise directed by SEBI in writing, the
Solution Provider shall continue to perform his obligations under this Agreement as far
as possible, and shall seek all means for performance of all other obligations, not
prevented by the Force Majeure event.

iii. In the event that the said Force Majeure event exceeds 15 (fifteen) days, SEBI shall
have the option of terminating this Agreement upon reasonable advance written notice
to the Solution Provider. However, the Solution Provider shall be entitled to receive
payments for all services and deliverables rendered up to the date of the termination
of this Agreement.

iv. If the performance in whole or in part or any obligation under this Agreement is
prevented or delayed by any reason of Force Majeure for a period exceeding 90 (Ninety)
days, either party may at its option terminate the contract without any financial
repercussion on either side.

14. Publicity

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 i. Neither Party shall use any name, mark or symbol of the other in any publicity release
or advertising material or for any other purpose whatsoever without securing the prior
written consent of the other.

ii. Neither Party shall use the other Party's name or refer to the other Party directly or
indirectly in any media release, public announcement or public disclosure relating to
this Agreement or their subject matter, including in any promotional or marketing
materials, customer lists, referral lists or business presentations without written
consent from the other Party for each such use or release.

15. Waiver
No forbearance, indulgence or relaxation's by any Party at any time to require
performance of any provision of this Agreement shall in any way affect, diminish or
prejudice the right of such Party to require performance of that provision and any waiver
by any Party or any breach of any provisions of this Agreement shall not be construed
as a waiver or an amendment of the provisions itself, or a waiver of any right under
or arising out of this Agreement.

16. Non-Assignment
The Solution Provider shall not assign in a manner contrary to the terms of this
Agreement deal with all/ or any of its rights and obligations under this Agreement
without the prior written consent of SEBI.

17. Severability
If any part, provision, representation or warranty of this Agreement is found to be
i nvali d, i ll egal or unenforceable under the applicable law, then only that part,
provision, representation or warranty shall be deemed to be deleted as if it never formed
part of this Agreement as long as such i n v a l i d i t y, i l l e g a l i t y o r unenforceability
subsists. However, the Parties shall, i n good f ai t h, strive to achieve the commercial
meaning of such deleted part, provision, representation or warranty under the applicable
law.

18. Shipment of Goods

<Applicable for Hardware Component>
i. The Solution Provider shall provide such packing of the goods/products as is required
to prevent any damage or deterioration during transit to their final destination as
indicated in this Agreement and SEBI shall not be responsible for any loss,
misplacement of the goods or products. The packing, crating and/or boxing shall be
sufficient to withstand, without limitation, rough or improper handling during transit
and open storage. Packing case size and weights shall always take into consideration
the remoteness of the goods’/products’ final destination and the absence of heavy
handling facilities at all points.

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 ii. Each case, packing or box shall be plainly marked to designated official of SEBI and
will include inside a copy of the corresponding packing list identifying the contents,
duly authenticated. All the goods or products under this Agreement shall be air
freighted by the Solution Provider.

iii. The components of Total Solution as indicated in Annexure’__’ to this Agreement

shall be delivered to at the office of
<address>

iv. The components of total solution as indicated in Annexure '__' to this Agreement
would be delivered at the office of
<address>

v. Sealed packs shall be opened o n l y in the presence of authorized officials of SEBI.

Each case, packing or box shall include inside a copy of the corresponding packing
list identifying the contents. While unpacking the goods/products, the Solution
Provider shall check physical availability of items as per the packing list.

vi. The accessories (utilities, packaged software, etc. including complete set of
manuals) as given by the principals' should be delivered with the hardware.

vii. SEBI shall certify the acceptance of the delivered material in accordance with Bill
of Materials after checking and inspecting the same.

viii. Delivery of Products shall be deemed to have been made when the contents of the
cases, boxes or packages are witnessed together by SEBI and the Solution Provider
or their representatives, to be identical to those listed in the packing list included
therein, installed and verified the internal components. However, this proof of
delivery to the final destination shall in no way absolve or release the Solution
Provider from the performance of his warranty obligations under this Agreement.

19. Delivery, Installation and Commissioning

i. The Total Solution shall have a complete licensed copy of all the
software/hardware/networking/security components.

ii. The Solution Provider shall furnish certified true copies of all back to back
license/support agreements entered into by the Solution Provider for providing Total
Solution under this Agreement and ensure that the same are valid and in force during
the term of this Agreement.

iii. All the goods or products under this Agreement shall be delivered to the final
destination specified by SEBI in this regard and all the costs till the time the goods or
products are delivered shall be borne by the Solution Provider. The breakup costs of
delivery costs like storage, loading, unloading, etc. shall be included in the Agreement

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 Price. All the documents like Invoice, Packing list, Guarantee Certificates, Solution
Provider’ inspection reports, Insurance certificate, certificate of origin, etc. shall be
provided by the Solution Provider to SEBI. The Solution Provider shall also be
responsible for the goods/products until their acceptance by SEBI.

iv. The Solution Provider shall be responsible for installation and commissioning of the
Systems including cabling and other related activities such as unpacking, uncarting,
inspection etc. for which SEBI shall provide the required space. While unpacking and
installation, the Solution Provider shall check physical availability of items as per the
packing list. Delivery of goods or products shall be deemed to have been made when
the contents are installed and components are witnessed together by SEBI and the
Solution Provider or their representatives, to be identical to those listed in the packing
list included therein. Delivery shall be considered complete only after items are
accepted by SEBI. Further, the proof of delivery to the final destination shall in no
way absolve/release the Solution Provider from the performance of his warranty
obligations under this Agreement.

v. The Solution Provider shall number the systems as indicated by SEBI, at the time of
installation and commissioning.

vi. Installation and configuration of the systems at site(s), including unpacking of

cartons/boxes, shall be the responsibility of the Solution Provider.

vii. SEBI reserves the right to install third party software/hardware or any other products
in the systems as mutually agreed between the parties. In such case, there shall be no
change in the warranty terms of the existing system as provided by the Solution
Provider.

viii. If SEBI desires to relocate the data centre for SEBI “Implementation of Data
Analytics Projects and Building of Data Models at SEBI” to any other location during
the implementation/post implementation, the Solution Provider shall assist in de-
installation and re-installation of entire solution. However, this exercise may be on
chargeable basis, which shall be reasonable. SEBI reserves the right to shift systems
to new locations within the country and the Solution Provider hereby agrees to assist
SEBI during such process. The risks and costs of relocation shall be borne by SEBI
and in such a case, there shall be no change in the warranty terms. In addition to
above, the Solution Provider shall provide necessary assistance and detailed
guidelines to SEBI to set up a level 3 data centre at the identified location. SEBI shall
bear the responsibility of setting and maintaining the data centre.

ix. The Solution Provider shall not encourage or partake in software piracy in any
manner.

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20. Reference to Expert Committee10
All disputes and differences concerning Deliverable and changes of any kind,
whatsoever, between the Solution Provider and SEBI, shall be referred to an Expert
Committee and the decision of the Expert Committee will be final and binding on the
Parties.
The Expert Committee appointed under this clause shall:

i. make a determination based upon the information made available by the

Parties;
ii. make a determination having regard to the obligations of the Parties under this
Agreement;
iii. notify the Parties in writing of their decision within 10 (ten) Business Days of
referral of the dispute;

Expert Committee shall act as experts not as arbitrators and the cost of the Expert
Committee's determination shall be borne equally by the Parties;

The Solution Provider shall continue to work under the Agreement during the
reference to Expert Committee unless otherwise directed by the Expert Committee
or by SEBI in writing, or unless the matter is such that the works cannot possibly
be continued until the decision of the Expert Committee, is obtained;

If the dispute is not resolved in the above mentioned resolution phases, then the dispute
shall be referred to Arbitration.

21. Insurance
a. The Solution Provider shall fully insure each and every goods or products supplied
under the total solution against all risks including terrorism, riots and civil
commotion, up to the point of installation or up to 30 days from actual delivery date,
whichever is earlier, with an insurance company/corporation.
b. The goods supplied under this Agreement shall be fully insured in Indian Rupees
naming SEBI as the beneficiary. The Solution Provider shall submit insurance
documents along with the delivery of corresponding products to SEBI.
c. In case of any loss or damage occurs, the Solution Provider should be responsible for
initiating and pursuing claims and settlement and simultaneously also make
arrangements for repair and/or replacement of any damaged item/s.
d. The sum assured shall be 125% of the goods supplied.

22. Correspondences
SEBI and the Solution Provider shall nominate a Project Manager each immediately on
acceptance of the order, whom shall be the single point of contact for the project at
Mumbai. However, for escalation purpose, details of other persons shall also be given.

10
“Expert Committee” means and comprise of independent experts in the field of information technology and
finance as appointed by the parties within 2 (two) weeks from Effective Date

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 The project manager nominated by the Solution Provider should have prior experience
in implementing similar systems in the past.

23. Change Management Procedure

i. During the course of implementation, it may be found that certain
functionalities have been missed out in the Requirement Gathering Phase. The
Solution Provider shall be required to incorporate these functionalities as part of
this project. SEBI estimate that effort for such functionalities would be 10 percent
of the total effort estimated for the implementation of the project and the
Solution Provider shall provide these services at no additional charge to SEBI.
Solution Provider shall be responsible for collation of all such enhancement
requests submitted by SEBI. Change Control Requests (CCR) for enhancements
shall be generated by SEBI clearly defining the functionality and desired calendar
time for the implementation. The Solution Provider shall provide SEBI with a
written estimate of the effort necessary for the implementation of the requested
enhancements. Upon approval by SEBI, the Solution Provider shall prioritize
development and carry out implementation of the enhancements in a controlled and
efficient fashion.

ii. Any enhancement effort in addition to the enhancement estimates as mentioned in

clause 12.23.i shall be provided on a time and materials basis at the rates agreed by
the parties in this regard and also referred to Annexure '__' of this agreement.

iii. The Solution Provider shall provide details of effort estimation methodology
followed internally to calculate the effort estimates including the tools and strategy
used.

iv. The Solution Provider shall also provide a detailed post-implementation post go-
Live change management system including but not limited to:
 Change request procedures
 Software development/customization

v. Documentation which includes design details, test cases executed vulnerability

analysis etc. in addition to the user documentation.

vi. In order to ascertain the road map of the proposed solution, the Solution Provider
shall submit an assessment of following items but not limited to:
 extent of customization and integration possible
 available and proposed APls
 ability to include new features

24. Project Management and Correspondences

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 i. SEBI shall designate certain positions within Solution Provider's staff as key
Solution Provider's personnel and no Solution Provider's personnel shall be
designated as a key Solution Provider's personnel unless SEBl's approval is
obtained. The Solution Provider shall also, before commencement of each Phase
of the Project, identify and designate the key personnel (lead resources) for such
Phase.

ii. The Solution Provider shall provide SEBI with the resumes of all personnel it
proposes to staff as key Solution Provider's personnel and SEBI shall have the right
to approve or reject such personnel in its sole and absolute discretion.

iii. The Solution Provider shall not change any key Solution Provider’s personnel
approved by SEBI without the prior written approval of SEBI, which shall not be
unreasonably withheld. However, no such approval shall be required in case of
death, illness, retirement or resignation of such key Solution Provider personnel.

iv. Prior to replacement of key Solution Provider’s personnel, the Solution Provider
should provide to SEBI the resumes of at least two (2) alternate members of its
staff who have the same or better experience than the person who is being replaced
and any replacement shall happen only once SEBI has approved the replacement
personnel and such replacement personnel have had reasonable time to acquaint
himself/herself with the functions being discharged by the present incumbent of the
key Solution Provider’s personnel position.

v. The Solution Provider's personnel assigned to the positions shall be committed to

the SEBI “Implementation of Data Analytics Projects and Building of Data Models
at SEBI” project at least during the implementation period and the Solution
Provider shall also intimate SEBI in advance of any leave proposed to be taken by its
key personnel during the implementation period of the project.

vi. Each key Solution Provider’s personnel shall execute a Confidentiality and Non-
Disclosure Agreement as also an Undertaking inter alia undertaking that they shall
not disclose any information acquired while dealing with the Project which is
confidential in nature to anybody including their relatives and shall intimate SEBI
or the Solution Provider before they or their relatives access the securities market
during the implementation period of the Project.

vii. SEBI and t h e Solution Provider shall each allocate a full time Project Manager
who will interact with each other in the implementation of the Project and all other
related matters.

viii. SEBl's Project Manager shall be available to the Solution Provider at all reasonable
times in matters connected to the assignment and shall be the single point contact in
the matters related to the assignment. The Solution Provider's Project Manager shall

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 have the responsibility and the necessary authority to deal with all day-to-day
matters under this Agreement on behalf of the Solution Provider.

25. Deemed Acceptance

a. In case SEBI (i) does not provide any review comments within the below
mentioned period and/or (ii) starts using the Deliverables/ Systems in a live
production environment after the below mentioned period, then the
Deliverables/Systems shall be deemed to be unconditionally and absolutely
accepted by SEBI whether SEBI provides such acceptance certificate to the
Solution Provider or not and the Solution Provider shall be entitled to receive the
charges due on acceptance.

SI. Type of Acceptance Deemed Acceptance

No Period
A. Intermediate acceptance which are not linked 15 Business Days
to payment terms
B. Acceptance at the end of each milestone 30 Business Days
(where payment would be involved)
C. Final Acceptance (for each user department) 75 Business Days

b. If any acceptance test fails at any stage, then it shall be repeated from the beginning,
after the Solution Provider rectifies the problem, to comply with the specifications
agreed upon by both the Parties and certify that the solution delivered for
acceptance test is per the specifications. The deemed acceptance period would in
such case recommence from the date of such certification.

26. Representation and Warranties

1. The Solution Provider represents and warrants to SEBI as under:
i. that the Solution Provider has the experience and the technical know-how to
undertake the Project and provide the Services under this Agreement.
ii. that the Solution Provider has a valid license for the all software which form
an integral part of the Total Solution.
iii. The Services and the Systems, Products or any software provided, do not
infringe, and shall not infringe or cause the infringement of, the proprietary
rights of any third party.
iv. The Service and the System shall utilize current and proven technologies.
v. The Services to be provided hereunder shall be performed with qualified
personnel in accordance with the applicable time schedules (or otherwise in a
timely manner).
vi. The Services and Systems shall be provided in a good and workman like
manner, in accordance with the applicable Technical Specifications and

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 Acceptance Criteria and at least at the same level and with the same degree of
accuracy, quality, completeness, responsiveness and cost effectiveness which
are consistent with good industry standards.
vii. The Systems, Products or software provided hereunder properly interface with
other systems, properly interface with each other, perform together as an
integrated system and, as an integrated system, meet the warranties in this
Agreement, including but not limited to the meeting of the Technical
Specifications.
viii. The Systems provided hereunder shall function as designed and be fit for the
purpose for which they have been provided and will be otherwise be free of
errors and defects that interrupt systems operations or otherwise negatively
impact normal operations or business processes.
ix. During the term of this Agreement, the Services, Systems and any software
provided shall not contain or introduce any viruses, bugs or disabling Codes.
In the event of any such virus being introduced into SEBI’s systems, the
Solution Provider shall use its best efforts to minimize the impact of such
virus.

2. All the Hardware and Software supplied under this Agreement shall be covered
under Warranty for the duration of the 3 years commencing from the date of
acceptance of the total solution.

3. The Solution Provider shall undertake to maintain the Total Solution for a
minimum period of 4 years from the date of the expiry of the warranty period, with
price break-up for each year. However, SEBI reserves right to enter into AMC for
one or more years after Warranty at the finalized price and terms. If the Solution
Provider fails to offer AMC for 4 years, then the Bid is liable for rejection.

4. SEBI reserves the right to enter into AMC for part or full project/items. During
AMC period if a particular product/hardware/software/component/services is
discontinued or removed from the AMC contract, SEBI shall not pay the
corresponding amount reserved for that components/product/service, etc.

5. SEBI represents and warrants to Solution Provider that all material or

information provided by it to the Solution Provider in connection with or
for the purposes of this Agreement are either owned by it or under proper
license and the use and possession thereof by SEBI in connection with or for
the purposes of this Agreement will not Infringe the rights of any third parties.

27. Maintenance
The scope of work for the maintenance period shall include:

1. The correction of any defects that may arise from the design or workmanship or
from any act or omission of the Solution Provider that may develop under normal

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 use of the supplied Systems. Normal operating environmental conditions shall be
specified in the Agreement. On receiving the notification from SEBI, the Solution
Provider shall carry out the repair / replace the defective systems as mentioned in
the RFP/Purchase order (PO) document. This will be done at no extra cost to SEBI.
Failure to remedy the defects within the period specified in this Agreement, may
involve remedial action by SEBI at the Solution Provider’ risk and expense and
without prejudice to any rights that SEBI may have against the Solution Provider
under this Agreement.
2. The provision of Emergency Maintenance Support including providing support and
remedial services for problems that render the “Implementation of Data Analytics
Projects and Building of Data Models at SEBI” unavailable or unresponsive;
resolving any issues and correcting errors within the proposed products /solutions
irrespective of the source of such problem; and working closely with SEBI to
provide timely problem resolution and contingency planning for the Enterprise SOC
and NOC.
3. Corrective maintenance
4. Preventive maintenance
5. Enhancement Services: The Solution Provider shall provide Enhancement Services
as per the agreed Change Management Procedure. The Solution Provider shall work
with SEBI to package maintenance patches and enhancements into releases based
on SEBI’s business and technical priorities. Solution Provider may include, in each
release, emergency maintenance fixes, and/or critical bug fixes available but not yet
implemented. In the case of a release containing maintenance patches and
enhancements, only the portion of the release that would otherwise have constituted
an Enhancement will be treated as an Enhancement, unless otherwise approved by
SEBI.
6. Production Support and continuous improvement support: Solution Provider shall
correct all problems with the “Implementation of Data Analytics Projects and
Building of Data Models at SEBI” in all the environments and shall minimize the
impact on the total solution, SEBI and the authorized users of the solutions.
7. Fixation of bugs and patches, upgrades, updates, releases, versions of application
software and system software, also carry out its implementation.
8. The offer must give commitment to provide maintenance at the price quoted for 4
years (mention rates separately for each of the 4 years) from the date of expiry of
three-year warranty.
9. Replacement equipment shall be covered under warranty for a three-month period,
or the time remaining in the Warranty Period for the item replaced, whichever is
greater. The Warranty Period for replacement Software shall be identical to the
initial warranty period for the defective Software unless otherwise specified in the
agreement/ contract. During the Warranty Period, the Solution Provider will
provide at no additional cost to SEBI all Product and documentation updates,
releases, upgrades, patches, bug fixes etc. of all products including system software
within 15 days of their availability.

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 10. The AMC payment shall be released quarterly in arrears. SEBI reserves the right to
enter into AMC for part or full project/items.
11. As a part of the maintenance agreement/ contract, the Solution Provider shall
provide software updates, releases, upgrades, version upgrades, versions etc. of all
the Application Software, System Software, Custom Software and any other
software included in the Products and also carry out its implementation.
12. SEBI may decide to outsource the maintenance of the systems to a third-party or
SEBI may decide to perform the maintenance in-house. In such case, the Solution
Provider shall undertake to provide to the persons / agencies, authorized by SEBI
for the purpose, requisite maintenance training, technical know-how kits, and expert
assistance on terms mutually agreed upon between SEBI and the Solution Provider.

28. Solution Provider’s Obligations

i. The following forms illustrative obligations of the Solution Provider. These
are not exhaustive.
ii. The Solution Provider shall be solely responsible for the performance and
completion of all his obligations.
iii. The Solution Provider shall abide by the job safety, insurance, customs and
immigration measures prevalent and laws in force in India, and shall indemnify
SEBI and keep SEBI harmless at all times against all demands or responsibilities
arising from accidents or loss of life, the cause of which is the Solution
Provider’s negligence. The Solution Provider shall pay all indemnities arising
from such incidents and shall not hold SEBI responsible or obligated.
iv. The Solution Provider shall be responsible for and obligated to conduct all
contracted activities with due care and diligence, in accordance with this
Agreement and using state-of-the-art methods and economic principles, and
exercising all reasonable means to achieve the performance specified in this
Agreement.
v. The Solution Provider shall be obliged to give sufficient support to SEBI’s staff,
work closely with SEBI’s staff, act within its own authority, and abide by
directives issued by SEBI that are consistent with the terms of the Agreement.
The Solution Provider shall be responsible for managing the activities of its
personnel and any sub-contracted personnel, and will hold itself responsible for
any misdemeanours.
vi. The Solution Provider shall appoint an experienced Representative to manage
its performance of the Agreement/ contract within 15 (fifteen) days of signing
of the Agreement. The Representative shall be authorized to accept orders and
notices on behalf of the Solution Provider, and to generate notices and commit
the Solution Provider to specific courses of action within the scope of this
Agreement.
vii. The Representative may be replaced only with the prior written consent of SEBI.
The Solution Provider shall be solely responsible for the performance of the
Agreement to the satisfaction of SEBI.

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viii. SEBI shall designate certain positions within the Solution Provider’s staff as key
personnel. The Solution Provider’s personnel assigned to these positions shall
be committed to the “Implementation of Data Analytics Projects and Building of
Data Models at SEBI” project for a minimum period of 24 months from the date
on which they commence work for SEBI under this project. No Solution
Provider’s personnel shall be staffed as key Solution Provider’s personnel unless
SEBI’s approval is obtained. The Solution Provider must provide SEBI with the
resumes of all personnel it proposes to staff as key Solution Provider’s personnel
and SEBI shall have the right to approve or reject such personnel in its sole and
absolute discretion. The Solution Provider shall not change any key Solution
Provider’s personnel approved by SEBI without the prior written approval of
SEBI, which shall not be unreasonably withheld. Prior to replacement of key
Solution Provider’s personnel, the Solution Provider shall provide the SEBI the
resumes of at least 2 (two) alternate members of its staff who have the same or
better experience than the person who is being replaced and any replacement
shall happen only once SEBI has approved the replacement personnel and such
replacement personnel have had reasonable time to acquaint himself/herself with
the functions being discharged by the present incumbent of the key Solution
Provider’s personnel position.
ix. The Solution Provider shall always send trained and experienced engineers to
provide services at required locations of SEBI. Their name, contact address and
phone nos. shall be advised in writing to SEBI.
x. Whenever any designated personnel of the Solution Provider is leaving his job,
the Solution Provider shall immediately inform the same on receipt to give prior
information about this to SEBI.
xi. The Solution Provider's engineer(s) shall always work on SEBI networks &
devices from SEBI premises and shall never enter into SEBI network from any
other public or private network under any circumstance.
xii. The Solution Provider’s engineer(s) shall not change the password of network,
security devices / applications software / tools without the knowledge of SEBI's
IT Team. In case they are aware about any password(s), they shall not share it
with anyone other than SEBI’s team without prior written approval from SEBI’s
Team.
xiii. If necessary, SEBI may escalate the call to higher authorities of the Solution
Provider. In that case, the Solution Provider shall put their maximum efforts and
deploy their best resources to resolve the calls at the earliest possible time frame
at all locations and ensure appropriate uptime.
xiv. The Solution Provider shall be responsible for any or all act of its employees that
may result in security breach in respect of SEBI network.
xv. The Solution Provider shall assign personnel of appropriate qualifications and
experience to perform the services in order to fulfil its obligations.
xvi. The Solution Provider shall designate one of its personnel as the Project
Manager, to interact with the Designated Customer Support Contact from SEBI

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 for the purposes of getting approvals, progress report, discussing and resolving
issues, arranging meetings, etc.
xvii. The Solution Provider shall exercise requisite control and supervision over its
personnel in the course of rendering the services and make best efforts to ensure
that the services are rendered in a continuous and uninterrupted manner.
xviii. The Solution Provider shall always respect the confidentiality of all information
given to it by SEBI and shall not divulge such information to any third party or
other units without the prior written consent of SEBI.
xix. The Solution Provider shall promptly install/implement the corrected licensed
software and/or maintenance releases provided at the Designated Location(s) of
SEBI at no additional cost or fees or expenses.
xx. The Solution Provider shall undertake regular preventive maintenance of the
licensed software.
xxi. All bug fixations / modifications / enhancements relating to the licensed
software shall be done by the Solution Provider in a time bound manner. The
Solution Provider shall adopt a common, smooth, timely and effective and
satisfactory bug/enhancement handling mechanism. The Solution Provider
agrees that the errors resulting from the licensed software shall not be attributed
to alleged misuse, improper use, alteration or damage by users. The Solution
Provider shall compensate SEBI such financial loss suffered by SEBI if the
Solution Provider fails to fix bugs, provide the modifications / enhancements /
customization as required by SEBI as per the terms and conditions of this
Agreement and to meet the services level agreements as will be entered into by
the Solution Provider with SEBI.
xxii. The Solution Provider is obliged to work closely with SEBI’s staff, act within
its own authority and abide by directives / instructions issued by SEBI from time
to time. The Solution Provider will abide by the job safety measures prevalent
in India and will free / indemnify Purchaser from all demands or responsibilities
arising from accidents or loss of life, the cause of which is the Solution
Provider’s negligence. The Solution Provider shall pay all indemnities arising
there from and shall not hold SEBI responsible or obligated.
xxiii. The Solution Provider shall be required to develop, maintain and manage the
proposed services to enable SEBI to meet its requirements. It shall be the
Solution Provider’s responsibility to ensure compliance to the requirements of
the continued operation of the intended services in accordance with and in strict
adherence to the terms of this Bid, the RFP and this Agreement.
xxiv. In addition to the aforementioned, the Solution Provider shall ensure that the
Solution Provider’s Team is competent, professional and possesses the requisite
qualifications and experience appropriate to the task they are required to perform
under this Agreement. The Solution Provider shall ensure that the Services are
performed through the best efforts of the Solution Provider’s Team, in
accordance with the terms hereof and as per Acceptance Criteria. Nothing in this
Agreement shall be considered to relieve the Solution Provider from its liabilities

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 or obligations under this Agreement to provide the Services in accordance with
the SEBI’s directions and requirements and as stated in this Agreement and the
Bid to the extent accepted by the SEBI and the Solution Provider shall be liable
for any non-performance, non-compliance, breach or other loss and damage
resulting either directly or indirectly by or on account of its Team.
xxv. All personnel so employed/engaged by the Solution Provider shall all times be
the employees of the Solution Provider under all statutes and in case any dispute
arises between such personnel and the Solution Provider, it shall be resolved and
settled between them. The Solution Provider agrees and undertakes that in no
way the Solution Provider shall involve SEBI in any of their grievances and/or
disputes. The Solution Provider undertakes to indemnify SEBI against any and
all claims, proceedings, actions, damages, losses, costs and expenses arising out
of a) such grievances or disputes b) noncompliance of applicable law c) non-
payment / delays in payment of dues of its employees d) settlement / payments
of any claim or penalty or dues pertaining to employees of the Solution Provider
d) cost of litigation, proceeding including fees of legal professionals engaged by
SEBI for defending or responding or pursuing such litigation / proceedings. The
Solution Provider shall maintain all books and records as are required to be
maintained under the applicable rules, regulations and laws including muster
roll, wage register, leave register etc. and the Solution Provider shall be solely
and personally responsible and liable for the breach of any or all of the statutory
obligations in respect of all its employees etc. engaged under this Agreement
and SEBI shall in no way be held responsible for any breach committed by the
Solution Provider in this regard. During the terms of this Agreement as well as
after expiry / termination of this Agreement, SEBI shall not have any privity of
contract with designated employs of the Solution Provider.
xxvi. SEBI shall not be held liable or responsible for any claim (monetary or
otherwise), damage (of any kind) or liability suffered by the Solution Provider
and/or its employees, employed / engaged for providing services under this
Agreement. The Solution Provider undertakes that no claim / dispute shall be
raised against SEBI by contractors or employees engaged by the Solution
Provider.
xxvii. The Solution Provider shall supply to the SEBI, at least 10 (ten) days prior to the
effective date of commencement of works/services or kick-off meeting
whichever is earlier, an organization chart showing the proposed
organization/manpower to be established by the Solution Provider for execution
of the work/facilities/services including the identities and Curriculum-Vitae of
the key personnel to be deployed. The Solution Provider shall inform SEBI in
writing in advance, of any revision or alteration of such organization charts.
xxviii. The Solution Provider shall provide necessary supervision during the site
preparation and installation of the equipment at the Data Centre and as long
thereafter as SEBI may consider necessary for the proper fulfillment of the
Solution Provider’s obligations under this Agreement. The Solution Provider or

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 his competent and authorized representative(s) shall be constantly present at the
whole time for supervision. The Solution Provider shall authorize the Supervisor
or his representative to receive directions and instructions (if any) from SEBI’s
Representative.
xxix. The Solution Provider shall be responsible for the deployment, transportation,
accommodation and other requirements of all its employees required for the
execution of the work and for all costs/charges in connection thereof or
incidental thereto.
xxx. The Solution Provider shall provide and deploy, on the Site for carrying out the
work, only those manpower resources who are skilled and experienced in their
respective trades and who are competent to execute or manage/supervise the
work in a proper and timely manner.
xxxi. SEBI’s Representative may at any time object to and require the Solution
Provider to remove forthwith from the site a supervisor or any other authorized
representative or employee of the Solution Provider or any person(s) deployed
by Solution Provider, if, in the opinion of SEBI’s Representative the person in
question has misconducted himself or his deployment is otherwise considered
undesirable by SEBI’s Representative. The Solution Provider shall forthwith
remove and shall not again deploy the person in question at the work site without
the prior written consent of SEBI’s Representative.
xxxii. SEBI’s Representative may at any time direct the Solution Provider to remove
from the work / Site the Solution Provider’s supervisor or any other authorized
representative including any employee of the Solution Provider or any person(s)
deployed by the Solution Provider for professional incompetence or negligence
or for being deployed for work for which he is not suited. The Solution Provider
shall take necessary steps to remove that person from deployment on the work,
which the Solution Provider shall then forthwith do and shall not again deploy
any person so objected to on the work or on the sort of work in question (as the
case may be) without the written consent of SEBI’s Representative.
xxxiii. The Solution Provider shall maintain backup personnel and shall promptly
provide replacement of every person removed, pursuant to this section, with an
equally competent substitute from the pool of backup personnel.
xxxiv. In case of change in its team composition owing to attrition, the Solution
Provider shall ensure a reasonable amount of time-overlap in activities to ensure
proper knowledge transfer and handover/takeover of documents and other
relevant materials between the outgoing and the new member. The exiting team
member should be replaced with an equally competent substitute from the pool
of backup personnel. The Solution Provider shall ensure that the project or
services should not be adversely affected due to any change in team deployed /
engaged to provide Services under this Agreement.
xxxv. The Solution Provider shall comply with the provision of all laws including
Information Technology Act (as amended), labour laws, rules, regulations and
notifications issued there under from time to time. The Solution Provider shall

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 comply with all norms relating to data protection including any law or rules or
regulations that may be in force during the term of this Agreement. All safety
and labour laws enforced by statutory agencies and by SEBI shall be applicable
in the performance of this Agreement and Solution Provider shall abide by these
laws.
xxxvi. The Solution Provider shall promptly but not later than two days, report to the
SEBI any evidence, which may indicate or is likely to lead to an abnormal or
dangerous situation and shall take all necessary emergency control steps to avoid
such abnormal situations.
xxxvii. The Solution Provider shall also adhere to all security requirement/regulations
of the SEBI during the execution of the work.
xxxviii. The Solution Provider and its employees shall ensure to obtain permissions for
bringing or using any electrical equipment, portable devices etc. from SEBI.
xxxix. The Solution Provider and its employees shall always adhere to internal security
and safety policies of SEBI.
xl. The Solution Provider shall put all efforts to ensure that no Computer Virus is
introduced onto SEBI’s or any user’s computer equipment or systems by any
act, omission or negligence of the Solution Provider or its employees. The User
shall mean any entity using services, software, systems etc. provided by SEBI
or licensed to SEBI.
Access to the SEBI Data Centre should be strictly restricted in the following
manner:
a) No access to any person except one explicitly authorized by SEBI shall be
allowed entry. Even if granted, access shall be restricted to the pertaining
equipment of SEBI only and access to any other equipment must be strictly
precluded by necessary means, locks, video surveillance, etc.
b) No access to any person (even if authorized by SEBI) shall be allowed
without being unaccompanied by a security staff at all times during his/her
presence in the Data Centre area and subject to recorded video surveillance.
c) No access to any employee of the Solution Provider, except the essential
staff who have genuine work- related need, shall be given. All such access
shall be logged in a loss-free manner for permanent record with unique
biometric identification of the employee to avoid misrepresentations or
mistakes.

29. Agreement/ Contract Amendments

Any change made in any clause or clauses of this Agreement which shall modify the
purview of this Agreement within the validity and currency of this Agreement shall be
deemed as an Amendment. Such an Amendment can and shall be made and be deemed
legal only when the Parties to this Agreement provide their written consent about the
Amendment, subsequent to which the Amendment shall be duly signed by the Parties
and shall be construed as a part of this Agreement. The details of the procedure for

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 Amendment may also be specified in the Amendment.

30. Applicable Law and Jurisdiction

The law governing this Agreement shall be the laws of India and the Courts in Mumbai
shall have exclusive jurisdiction to adjudicate any dispute(s) that may arise in
connection or in relation to this Agreement including its interpretation thereof,
irrespective of the place of the cause of action and rights and liabilities of the Parties
hereto.

31. Governing Language

All correspondences and other documents pertaining to this Agreement shall be in
English only.

32. Limitation of Liability

i. The Solution Provider shall be excused and not be liable or responsible for any delay
or failure to perform the Services or failure of the Services or a Deliverable under this
Agreement to the extent that such delay or failure has arisen as a result of any delay
or failure by SEBI or its employees or agents or third party service providers to
perform any of its duties and obligations as set out in this Agreement. In the event
that the Solution Provider is delayed ·or prevented from performing its obligations
due to such failure or delay on the part of or on behalf of SEBI, then the Solution
Provider shall be allowed an additional period of time to perform its obligations
and unless otherwise agreed the additional period shall be equal to the amount of
time for which the Solution Provider is delayed or prevented from performing its
obligations due to such failure or delay on the part of or on behalf of SEBI. Such
failures or delays shall be brought to the notice of SEBI, immediately within 2
(two) days of occurrence such failures or delays and subject to mutual agreement
with SEBI, the Solution Provider shall take such actions as may be necessary to
correct or remedy the failures or delays and maintain record of all such incidents for
each model.

ii. Notwithstanding anything contained in this Agreement the total cumulative

liability of either party arising from or relating to this Contract shall not exceed
the total amount paid to the Solution Provider by SEBI under this Agreement
(excluding the taxes, reimbursements etc.) during the 12 months prior to the claim
date that gives rise to such liability (as of the date the liability arose); provided,
however, that this limitation shall not apply to any liability for damages arising
from (a) willful misconduct or (b) indemnification against third party claims for
infringement.

33. Extension of Bank Guarantees

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 The Solution Provider shall be responsible for extending the validity date and claim
period of all the bank guarantees as and when it is due on account of incompletion of
work under guarantees. SEBI shall invoke the guarantee before expiry of validity if
work is not completed and the guarantee is not extended, accordingly.

34. Stamp Duty

The stamp duty and any other incidental charges payable on this Agreement shall be
borne and paid by the Solution Provider.

35. Order of Precedence

It is understood by the Parties that certain technical statements made in other documents
may be additive and not considered conflicting or ambiguous. The order of Precedence
shall be as follows:

i. The terms and conditions of this Agreement and the appendices attached to this
Agreement;
ii. SEBI's Request For Proposal dated 22nd October, 2020; Clarifications to the RFP
issued by SEBI; Other Communications carried out through paper, email and,
written submissions in meetings held for the purpose of this project;
iii. Solution Provider's Proposal dated 22nd October, 2020; Solution provider's
addendum

For the avoidance of doubt, the most recent document takes precedence in the event of
ambiguity or conflict between the Contract Documents.

36. Exit Management / Transition Support

1. During the acceptance test, the Solution Provider shall provide at least two expert
personnel at the site on a full time basis, in addition to such other personnel as may
be deployed at the site by the Solution Provider for performance of this Agreement.
These personnel shall be responsible for all transition supports, necessary to
complete the acceptance test on the Systems. The details of the transition support
shall be specified in the agreement/ contract
2. In the event that the SEBI decides to award the AMC (4th, 5th, 6th, 7th year) to any
third party, the Solution Provider shall provide detailed termination assistance
services to SEBI and/or a successor Solution Provider on termination/expiry of the
AMC which shall enable SEBI/the successor Solution Provider to assume AMC
responsibilities without any deterioration in the service levels.
3. The Solution Provider shall provide a comprehensive exit management/transition
out plan to ensure smooth transfer of the services so as to continue to meet SEBI's
business requirements in a way that minimizes unplanned business interruptions.
4. The Solution Provider shall include a project plan (“Transition Project Plan”)
indicating the tasks, timeframes, resources, and responsibilities associated with the
transition activities.
5. The Solution Provider shall ensure that all the documentation required for smooth
transition including configuration documents are kept up to date and is made

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 available to SEBI at regular intervals as well as during the exit management
process.

37. Sole Point of Contact:

Irrespective of whether or not the Solution Provider is the sole provider of the services
and the systems that comprise the “Implementation of Data Analytics Projects and
Building of Data Models at SEBI”, the Solution Provider / lead Solution Provider in
case of consortium shall be liable to SEBI for the provision of the “Implementation of
Data Analytics Projects and Building of Data Models at SEBI” as contracted between
SEBI and itself. The Solution Provider shall not be allowed to rely on failure by a third
party (whether a consortium member or a subcontractor) to provide any hardware,
software or services to excuse itself from a delay or a failure to discharge its obligations
under this agreement/ contract.

38. Reporting Progress of the Project

The Successful Solution Provider shall monitor progress of all the activities specified in
the program of works and submit free of cost weekly progress report about various
aspect of the works/Services to the SEBI including hindrances, if any. The Successful
Solution Provider shall provide inventory details at the end of each month as per SEBI
format.

39. Adherence to safety procedures, rules, regulations and restriction

1. The Solution Provider shall comply with the provision of all laws including labour
and industrial laws, rules, regulations and notifications issued there under from time
to time. All safety and labour and industrial laws enforced by statutory agencies and
by SEBI shall be applicable in the performance of this Agreement and the Solution
Provider shall abide by these laws. The Solution Provider shall indemnify and keep
indemnified and hold harmless the SEBI for any loss, damage, claims, costs,
charges, expenses, etc. arising out of and/or suffered on account of actions,
litigations, proceedings, suits, arising out of breach of the above laws.
2. The Solution Provider shall take all measures necessary or proper to protect the
personnel, work and facilities and shall observe all reasonable safety rules and
instructions.
3. The Solution Provider shall also adhere to all security requirement/regulations of
the SEBI during the execution of the work.

40. Termination
a. It is agreed, without prejudice to any other remedy available in case of default
on the part of either Party in the performance of this Agreement or in the
discharge of any contractual obligations arising out of this Agreement, that either
Party may terminate this Agreement if the other Party commits substantial breach
of its obligations including but not limited to payment and such breach is not
corrected within 30 (thirty) days from the date of receipt, by the defaulting Party,
of a written notice of intended termination !rom the other Party, provided however

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 that this period may be extended for an additional period of 30 (thirty) days, if the
defaulting Party, has taken necessary steps to cure such breach under advice to
the other Party.

b. SEBI may at any time terminate this Agreement if the Solution Provider:

i. has winding-up or i n s ol v en c y proceedings commenced against it which

are not withdrawn within 14 (fourteen) days of such commencement;
ii. is placed in voluntary liquidation or has a receiver, receiver and manager or
other administrator nominated by a creditor or creditors appointed in respect
of its assets;
iii. enters into or proposes to enter into any scheme of arrangement or any
composition for the benefit of its creditors, save for the purpose of solvent
reconstruction;
iv. becomes subject to any event analogous to, or enters into any arrangement
analogous to, any of those events or arrangements referred to in paragraphs
above;
v. has change in its ownership or control so as to materially impede its ability
to discharge its obligations under this agreement; or,
vi. is not able to perform any or all of its contractual obligations pursuant to
Force Majeure.

c. In the event of this Agreement being terminated, SEBI shall be liable to make
complete payments of the amount due under this Agreement up to the effective date
of termination for which services (including parts thereof) have been rendered by
the Solution Provider and such committed costs for software licenses and hardware
that Solution Provider has incurred for provision of services to SEBI under
this Agreement as per Payment for deliverables clause. In case SEBI suspends
or keeps on hold the Project for any reason whatsoever, SEBI shall be liable to make
payments for the services rendered by the Solution Provider till the effective date of
such suspension or withholding of project.

d. Forthwith on the expiry or earlier termination of this Agreement, each Party

shall, return to the other party all documents and materials, belonging to the other
party with regard to this Agreement, or shall at the option of the· disclosing party
destroy under written certification all documents or materials in connection with
this Agreement in a manner under the written certification of the key personnel
of SEBI as well as Solution provider that its subsequent retrieval by whatever
means is rendered impossible.

41. Conflict of Interest

The Solution Provider shall disclose to the SEBI in writing, all actual and potential
conflicts of interest that exist, arise or may arise (either for the Solution Provider or the

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 Solution Provider’s team) in the course of performing the Services as soon as practical
after it becomes aware of that conflict.

42. Entire Agreement

This Agreement sets forth the entire understanding of the parties with respect to the
subject matter hereof and thereof. This Agreement supersedes all prior or simultaneous
representations, discussions, negotiations, letters, proposals, agreements and
understandings between the parties hereto with respect to the subject matter hereof,
whether written or oral. Each Party acknowledges that it has not relied on or been
induced to enter into this Agreement by a representation or warranty other than those
expressly set out in this Agreement. To the extent permitted by applicable law, a Party
is not liable to another Party in contract or tort or in any other way for a representation
or warranty that is not set out in this Agreement.

43. Audits
SEBI can, at any time, conduct any third party inspections / audits during the tenure of
this Agreement. The Solution Provider must make all necessary changes (for the in
scope devices /applications) as mentioned by the results of these audits. SEBI shall incur
the cost of appointment of a third party for audit. The Solution Provider shall ensure that
the findings of the audit are successfully closed by the bidder within a mutually agreed
timeline.

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10. Appendix VI - Undertaking of Confidentiality and Non-
Disclosure

This has reference to the data to be provided by Securities Exchange Board of India to
<Organization Name> through <SEBI Officer Name> to undertake designated project
“Implementation of Data Analytics Projects and Building of Data Models at SEBI”
Control No <control no to be communicated by SEBI>. In this context to ensure that the
confidentiality of data is maintained at all the times, it is required that an “Undertaking
of confidentiality and non-disclosure” is signed by <Organization Name>.

Parties: “<Recipient Organization>” through <Recipient Official Name> (Recipient) and

[SEBI through Data Analytics Controller] (The Discloser, as may be nominated by SEBI
from time to time)

1. The Discloser on the request of the Recipient intends to share access to data records (the
Information) with the Recipient for the “Implementation of Data Analytics Projects and
Building of Data Models at SEBI” (The Project Title). The Discloser will ensure all
data to which access is shared with the Recipient is historical data and adequately
anonymized and in no way identifiable to a person. While adequate care is taken to ensure
the privacy of identity, in case Recipient, who has sought access to data stumbles upon
such identity implicitly, they should maintain it in confidence.

2. The Recipient undertakes not to use the Information for any purpose except the stated
Purpose. The Source of information would be adequately acknowledged in the research
report/paper, if any, published by the Recipient using the information accessed from the
Discloser.

3. The Recipient undertakes to keep the Information secure and not to disclose or allow
access in any way to any third party and shall maintain its confidentiality in accordance
with the terms of this undertaking and as per the law applicable from time to time. The
Recipient shall ensure that all data collected, maintained and analyzed by it, are at all
times kept secure and fully and effectively protected against unauthorized access or
discloser or transmission by accidental or intentional destruction, loss or damage. The
Recipient shall adopt and implement appropriate technical and organization security
measures to protect data from any kind of unauthorized access by any person including
its own employees and would be liable in case of any breach of confidentiality.

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4. The undertakings in clauses 2 and 3 above shall apply to all of the Information disclosed
by the Discloser to the Recipient, regardless of the way or form in which it is disclosed
or recorded but they would not apply to:

a) any information which is or in future comes into the public domain (unless as a result
of the breach of this Undertaking); or

b) Any information which is already in the public domain.

5. The Recipient shall, at any time on request from the Discloser, return all copies and
records of the Information to the Discloser and shall not retain any copies or records of
the Information. Any data kept in the computer systems in any format by all the user shall
be erased and a confirmation sent to the Discloser, on or before the date as intimated by
the discloser.

6. Neither this Agreement nor the supply of any information grants the Recipient any
license, interest or right in respect of any intellectual property rights of the Discloser
except the right to access and use the Information solely for the stated purpose.

7. In case, the Recipient is an organization, it shall obtain the similar undertaking (for their
records) with all the authorized users of the data. The Recipient shall disclose the details
of all the users of data of the Recipient organization to the discloser. Any
misuse/unauthorized use of information by any of the users of data shall render the
Recipient liable under law.

8. The undertakings in clauses 2 and 3 will continue in force indefinitely till such time the
confirmation is given under clause 5.The Recipient assumes all legal liability arising out
of any precipitative action taken by such Recipient based on the data provided by the
Discloser.

9. The Recipient agrees to allow and co-operate with SEBI officials during inspection
undertaken to ensure appropriate usage of data or derivative thereof and the Recipient
shall abide all the directions/instructions given by the Discloser as regards the usage of
the data or derivative(e.g. published paper, training material etc.) thereof.

10. The Recipient agrees that in case it fails to maintain confidentiality of data or fails to
abide by any clause of this undertaking or is found indulging in any kind of irregularity
with regard to data usage or provides false/misleading information, the Recipient shall be

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solely responsible and liable for all actions as per law prevalent at the relevant point of
time (Including the law which may came into force after signing this undertaking).
Further, the Recipient shall be liable to make good of any loss/damage caused to the
Discloser for any unauthorized use/misuse of the information by the Recipient and shall
keep the Discloser (and SEBI) indemnified for the same.

Data Analytics Recipient

Controller
Authorizing Person Recipient Person
(On Behalf of SEBI) (Representing the (Representing the
Organization) Institute)

Name

Signature

Designation

Date

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11. Appendix VII – POC Details

The bidder will have to submit its consent for conducting the POC. The POC will be at
no cost to SEBI except for cost of travelling, boarding and lodging of SEBI's Tender
Evaluation Committee and its officials for which the cost will be borne by SEBI.
The modeling and analytical capabilities of the bidder would be tested through the use
cases mentioned below:
Use Case 1 - Model built based on structured data
For the given data, the bidder is required to find Abnormal trading behaviour through
Trading Pattern Analysis at Member Level and Client Level. The task is to identify
clusters of trading members/clients having similar trading behaviour and identify
Members/clients whose trading behaviour is different from other members (clusters)
during a particular time period. Identify anomalous trading behaviour of trading
member/client from its typical trading behaviour during a particular time period.
Counterparty analysis of big client and identification of outlier counterparties to trades
of big client based on criteria like frequency of their trades matching with trades of big
client, etc.
Trade log and entity master available in DWBIS will be used as an input for the POC
and the output shall be generated in the form of a report as well as a graph.
The trading member/client identified by the model with anomalous trading behaviour
will be compared with the expected results. 5 marks will be awarded for the data
handling approach. If the expected results are found, the bidder will be awarded 15
more marks. In case he fails, the POC will be declared as unsuccessful.
In case of successful POC, if the bidder is able to identify additional trading member/
client with anomalous trading behaviour (other than expected results), then bidder may
be awarded additional 5 marks. These marks are subject to adequate rationale from the
bidder and the satisfaction of the TEC. Further, additional 5 marks will be awarded for
superior visualization of the results.
Use Case 2 – Text Analytics
Bidders will be provided with Scheme Information Document (SID) in PDF format.
The Bidder should use the proposed text analytics functionality to build a program
which will scan the PDF and extract relevant information, generate alerts as per the
information present in SID , and provide the output in tabular format (preferably in an
excel sheet). The sample alerts and data points for one sample SID is as follows –
Data Points:
SN Particulars Details to be extracted from SID
1 Name of the BOI AXA Bluechip Fund Page 120
scheme
2 Scheme type An open ended equity scheme predominantly
investing in large cap stocks. Page 120

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 3 Benchmark Index Nifty 50 Total Return Index Page 154
4 Min. Target Rs. 10 Crores. Page 66
Amount
5 Listing The Units of the Scheme/Plans, being open-ended,
are not proposed to be listed on any stock exchange,
and no transfer facility is provided.
However, the Fund has discretion to list the Units on
any stock exchange at a future date. Page 51
6 Loads Entry Load – NA
Exit Load:
• For redemption/switch out upto 10% of the initial
units allotted -within 1 year from the date of
allotment: “NIL”
• Any redemption/switch out - in excess of the above
mentioned limit would be subject to an exit load of
1%, if the units are redeemed/switched out within 1
year from the date of allotment of units.
• If the units are redeemed/switched out after 1 year
from the date of allotment of units : “Nil” Page 12
7 Minimum As required by Regulations, the Scheme and
Investors individual Plan(s) with a separate portfolio, if any,
under the Scheme shall have a minimum of 20
investors and no single investor shall account for
more than 25% of the corpus of the Scheme/Plan(s).
Page 109

Alerts:
1. Please mention the limit for the investment in Corporate Debt securities in the Asset
allocation section.
2. In certain pages, benchmark mentioned is Nifty 50 TRI whereas in other pages its Nifty
100 TRI.
3. Please clarify if the scheme intends to use structured obligations/credit enhancement.
4. As mentioned in the SID, the scheme will participate in covered call strategy whereas
risk factors for the same were not mentioned under risk factors section.
SEBI on the day of POC will provide 5 SIDs to the Bidder. The Bidder’s program will
scan these documents and generate 5 output excel files.
TEC will record this output data and time taken to analyse each file. The output should
be generated under two minutes. Based on the accuracy, the solution will be evaluated.
Computation of accuracy for Use Case 2 –
For each SID, there are 7 data points and ‘N’ number of alerts. The bidder would get 1
mark for each correct data point and 3 marks if the bidder gets exact number of correct
alerts. Any number less/more than ‘N’ would fetch 0 marks. It makes 10 marks per SID

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and hence, a total of 50 marks for all 5 SIDs. Assuming the bidder scores ‘X’ marks,
the accuracy would be calculated as (X*100)/50.
The computation of marks during evaluation of POC will be based on accuracy and
presentation, both in report as well as graphical/pictorial format.
Accuracy Marks (out of Total Marks)
100% 100%
Less than 100% and Greater than or equal 75%
to 75%
Less than 75% and Greater than or equal 50%
to 50%
Below 50% 0

Accuracy would be defined as follows –

Accuracy = (Actual Result*100)/ Expected result
Bidders are required to make a submission stating the technologies used, team size and
effort required to achieve the output of the POC use-cases. It should be given for each
POC use-case separately.

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12. Appendix VIII – SEBI Private Cloud Configuration

SN Item Make & Version Quantity

1. Data Node11 Cisco: UCSC-C240-M5L 8

Intel Xeon Gold 6230 2 * 20 Cores / 2.1GHz,

512 GB RAM, 9 TB Storage
2. Rack Servers Cisco: UCSC-C240-M5SX 16

Intel Xeon Gold 6252 2 * 24 Cores / 2.1GHz,

384 GB RAM, 12*7.6 TB Storage, 2*3.84 TB
cache
3. Cloud Vmware: vCloud Suite 56
Management
Tools

11
Data Lake will be hosted on the Data Node.

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13. Appendix IX – Data Lake Details

SN Data Lake ETL Software AI/ML Analytics Data

Platform Platform Visualization/Business
Intelligence
1. CDP v 7.1 Informatica Cloudera-CDSW Microstrategy

2. HPE Nia AI Platform ML Ops Qlik Sense Enterprise

Ezmeral Professional User,Qlik
data fabric NPrinting Server

3. Nia AI Talend Nia AI Platform SAS Viya Platfrom

Platform
4. - - SAS Viya Platfrom -

The Data lake RFP is under evaluation. The exact technologies and products chosen by SEBI
as part of the Data lake solution will be shared with the bidders in due course of time but
before the final bid submission.

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