RFP Fairness Finalv2

REQUEST FOR PROPOSAL (RFP)
TO
PROVIDE FAIRNESS OPINION ON THE SHARE EXCHANGE RATIO FOR THE PROPOSED
AMALGAMATION OF CANARA BANK AND SYNDICATE BANK
RFP Reference No: FM&S Wing/ BSCA/ RFP/04/2019-2020

Dated 08/11/2019
Issued by:
CANARA BANK
BSCA Section
Financial Management and Subsidiaries Wing
5th floor, Head Office, No 112, J C Road,
Bangalore-560002, India
Email : hobsca@canarabank.com
Website: www.canarabank.com
Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
BID DETAILS IN BRIEF

Sl.
No
Description Details
1. RFP No. and Date FMS Wing/BSCA/RFP/04/2019-20 dt 08/11/2019

2. Name of the Division/Wing BSCA Section, FM&S Wing, H.O.
Request for Proposal to provide fairness opinion on the share
3. Brief Description of the RFP exchange ratio for the proposed amalgamation of Canara Bank
and Syndicate bank
The General Manager,
Canara Bank
GM'S SECRETARIAT
Address for Submission of Bid & Financial Management and Subsidiaries Wing
4. Head Office, No 112, J C Road, Bangalore-560002, India
Communication
Ph: 080 22533859, 2253856
Email: hobsca@canarabank.com
(ensure delivery of Bid at 5 th Floor GM's Secretariat at H O)
Proposal from SEBI Registered Category I Merchant Banker to
5. Purpose provide Fairness Opinion on the Share Exchange Ratio for the
proposed amalgamation of Canara Bank and Syndicate Bank.
KEY DATES
6. Date of Issue of RFP 08/11/2019
Last Date and time for Submission of Pre Bid
7. Queries (Via E-Mail to 14/11/2019, Time: upto 4:00 PM
hobsca@canarabank.com)
Date/Time: 18/11/2019 at 4:00 PM
8. Pre Bid Meeting Venue : Canara Bank, H.O., Conference Hall, 5th Floor, 112,
J C Road, Bengaluru – 560002
25/11/2019, Time: 4:00 PM [Please ensure physical bids
9. Last date & Time of submission of Physical Bids
reach our office (Col.4) by 4.00 p.m]
Date/Time: 25/11/2019 at 4:30 PM
10. Date and time of Opening of Technical Bid Venue : Canara Bank, H.O., Conference Hall, 5th Floor, 112, J
C Road, Bengaluru – 560002
Date and time of Technical Presentation & Date/Time: 27/11/2019 at 02:30 PM
11. Opening of Commercial Bid Venue : Canara Bank, H.O., Conference Hall, 4 th Floor, 112, J
[For Bidders qualified in Technical Bid] C Road, Bengaluru – 560002
Envelope 1 (unsealed):
1. Authorization Letter.
2. Undertaking/Declaration Letter.
3. Signed Checklist
Envelope 2 (sealed):
12. No. of Envelopes to be submitted
1. EMD (separate cover), Application Fee (separate cover) and
Technical Bid.
Envelope 3 (sealed):
1. Financial Bid
[Above three envelopes enclosed in a Master Envelope]
13. Application Fees (Non-Refundable) Rs. 5000/- Plus 18% GST
14. Earnest Money Deposit(Refundable) Rs.1,00,000/-
Note: 1. This Bid Document is not transferable.
2. This Bid Document is the property of Canara Bank.
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LIST OF CONTENTS
Clause No. Topic
BID DETAILS IN BRIEF
1 INTRODUCTION
1.1 About Canara Bank
1.2 Definitions
2 PROPOSAL
3 SCOPE OF WORK
4 ELIGIBILITY CRITERIA
5 EVALUATION CRITERIA
5.1 The Evaluation Process based on two step process
5.2 Scoring methodology
5.3 Award of Contract
6 BID PROCESS
6.1 Submission of Proposal
6.2 Bid Document
6.3 Application Money
6.4 Earnest Money Deposit
6.5 Requirements of Financial Bids
7 TERMS & CONDITIONS
8 PRE-BID MEETING
9 EVALUATION PROCESS
10 GENERAL CONDITIONS
10.1 Confidentiality
10.2 Force Majeure
10.3 Canara Bank‟s Discretion
10.4 Obligations of the Successful Bidder
10.5 Corrupt & Fraudulent Practices
10.6 Disqualification
10.7 Evaluation of Offer
10.8 Authentication of Erasures/Overwriting etc.
10.9 Cost of Bidding
10.10 Modification & Withdrawal
10.11 Governing Law & Disputes
10.12 Amendment of Bidding Documents
10.13 Bank‟s Right to Accept or Reject any Bid for all Bids
10.14 Deadline for submission of Bids
10.15 Termination of the Contract
11 Other Instructions
12 Indemnity
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ANNEXURES
1 Technical Offer – Covering Letter
2 Technical Bid
3 Particulars in respect of Selection of SEBI Registered Category I Merchant Banker to provide
Fairness Opinion on the Share Exchange Ratio of proposed amalgamation of Canara Bank and
Syndicate Bank
4 Profile of Partners/Members/Directors
5 Authorization Letter for attending the Bid Opening
6 Pre Contract Integrity Pact
7 Commercial Offer
8 Commercial Bid
9 Undertaking Letter - Confidentiality
10 Undertaking/Declaration
11 Non-Disclosure Agreement
12 Checklist
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DISCLAIMER
The information contained in this Request For Proposal (“RFP”) document or information
provided subsequently to bidders or applicants whether verbally or in documentary form by or
on behalf of Canara Bank (“Canara Bank/Bank”), 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. This RFP document is not an agreement and is not an
offer or invitation by Canara Bank to any parties other than the applicants who are qualified
to submit the bids (hereinafter individually and collectively referred to as “Bidder” or
“Bidders” respectively). The purpose of this RFP is to provide the Bidders with information to
assist the formulation of their bids. This RFP does not claim to contain all the information
each Bidder requires. 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. Canara Bank makes no representation or warranty and shall incur no liability under
any law, statute, rules or regulations as to the accuracy, reliability or completeness of this
RFP. The information contained in the RFP document is selective and is subject to updating,
expansion, revision and amendment. It does not purport to contain all the information that a
Bidder requires. Canara Bank does not undertake to provide any Bidder with access to any
additional information or to update the information in the RFP document or to correct any
inaccuracies therein, which may become apparent.
Canara Bank reserves the right of discretion to change, modify, add to or alter any or all of
the provisions of this RFP and/or the bidding process, without assigning any reasons
whatsoever. Such change will be published on the Bank‟s Website
(www.canarabank.com/English/Scripts/Tenders.aspx) and it will become part and parcel of
this RFP.
Canara Bank in its absolute discretion, but without being under any obligation to do so,
update, amend or supplement the information in this RFP. Canara Bank reserves the right to
reject any or all the request of proposals received in response to this RFP document at any
stage without assigning any reason whatsoever. The decision of Canara Bank shall be final,
conclusive and binding on all parties.
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1. INTRODUCTION
1.1. About Canara Bank
1.1.1. CANARA BANK, a body Corporate and a premier Public Sector Bank established in the
Year 1906 and nationalized under the Banking Companies (Acquisition and Transfer of
Undertakings) Act, 1970, having its Head office at 112, J C Road, Bengaluru-560002
and among others, is having Financial Management & Subsidiaries Wing (FM&S Wing) at
5th Floor, 112, J C Road, Bengaluru-560002. The Bank is having pan India presence of
more than 6315 branches, 118 Regional Offices and 21 Circle offices situated across
the States/Union Territories of the country and is also having presence abroad. The
Bank is working on Core Banking System using Flexcube solutions. The Bank is a
forerunner in implementation of IT related products and services and is continuously
making efforts to provide the state of art technological products to its customers.
The Bank is having a Total Business – Rs.1043249 Cr. with Gross Advances – Rs.444216
Cr. and Gross Deposits – Rs.599033 Cr. as on 31.03.2019.
1.1.2. CANARA BANK is having the following Domestic Subsidiaries, Joint Ventures and
Associate Company:
a. Domestic Subsidiaries :
i) Canbank Financial Services Ltd.
ii) Canbank Venture Capital Fund Ltd.
iii) Canbank Factors Ltd.
iv) Canara Robecco Asset Management Company Ltd.
v) Canbank Computer Services Ltd.
vi) Canara Bank Securities Ltd.
vii) Canara HSBC Oriental Bank of Commerce Life Insurance Company Ltd
b. Overseas Subsidiary:
i) Canara Bank (Tanzania) Ltd. at Dar es Salaam in Tanzania
c) Domestic/Overseas Joint Ventures:
i) Higher Education Financing Agency.
ii) Commercial Indo Bank LLC., Moscow
d) Associate Companies :
i) Can Fin Homes Ltd
ii) Commonwealth Trust (India) Ltd.
e) Regional Rural Banks sponsored by the Bank:

i) Karnataka Gramin Bank
ii) Kerala Gramin Bank
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1.2. Definitions
a. „Bank‟ shall mean „Canara Bank‟, a body corporate and a premier Public Sector Bank,
established in the Year 1906 and nationalized under the Banking Companies (Acquisition
and Transfer of Undertakings) Act, 1970.
b. „RFP‟ means “Request for Proposal” to be issued by Canara Bank for selection of SEBI
Registered Category I Merchant Banker to provide Fairness Opinion on the Share
Exchange Ratio of proposed amalgamation of Canara Bank and Syndicate Bank.
c. „CVC‟ means „Central Vigilance Commission‟; „SEBI‟ means „Securities and Exchange
Board of India‟; ‟RBI‟ means „Reserve Bank of India‟ and “CCI” means Competition
Commission of India.
d. „Scope of Work‟ means the work to be performed by the Merchant Banker as stated in
clause 3 pursuant to the contract awarded under this RFP.
e. „Non Disclosure Agreement‟ means a contract by which one or more parties agree not to
disclose confidential information that they have shared with each other as a necessary
part of doing business together.
f. „Integrity Pact‟ means an agreement between the prospective bidders and the
contracting firm committing the persons/officials of both sides, not to resort to any
corrupt practices in any aspect/stage of the Contract.
2. PROPOSAL:
2.1. Canara Bank would like to engage the services of reputed Merchant Banker to provide
Fairness Opinion on the Share Exchange Ratio (as stated in Clause 3) for the proposed
amalgamation of Canara Bank and Syndicate Bank.
2.2. In view of the above, Bank invites sealed bids from reputed Merchant Banker for selection
through Request for Proposal (RFP) for provide Fairness Opinion on the Share Exchange
Ratio in accordance with the terms of RFP and as stated in Clause 3.
2.3. The successful Bidder shall be appointed for a term till completion of the specific
assignment of Amalgamation. However, Bank reserves the right to further extend the
validity period of the appointment.
3. SCOPE OF WORK:
The Scope of work for the Fairness Provider would entail the Fairness Provider to
evaluate the Share Exchange Ratio for the amalgamation of Canara Bank & Syndicate
Bank. The Fairness Provider must adopt all market prevalent practices/ principles for
arriving at the valuation (including principles specified by the RBI and the Ministry of
Finance), and must submit reports on fairness of the Swap Ratios for Bank.
However, the activities mentioned are not exhaustive.
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4. ELIGIBILITY CRITERIA:
Sl. No. Eligibility Criteria Document to be enclosed
1 Bidder should be SEBI registered Category I SEBI Registration certificate duly certified by
Merchant Banker and have been practicing entity‟s Statutory Auditor/ Company
continuously in India for the last 5 years as Secretary/ Certified by authorized signatory.
on 31.03.2019.
Copy of Certificate of incorporation/
registration and Partnership deed / MoA / AoA
or other Constitutional Document.
2 Bidder(s) should have prior experience of Client Certificate/ Contract with Client. Proof
providing Fairness Opinion on the share of provided Fairness Opinion.
exchange ratio for Mergers and
acquisitions of listed companies in India.
In case of non-availability of Client
And Certificate, Certificate from Statutory Auditor
Bidder(s) must have prior experience /Internal Auditor/ Independent
of providing at least one Fairness Auditor/Company Secretary may be
Opinion on the share exchange ratio submitted/deal certified by authorised
for mergers/Amalgamation of listed person.
companies in Banking sector during last
Details as per Annexure -3.
5 years in India.
3 Applicant having average audited turnover Audited Financial Statements for the last 3
of Rs.10 Cr (Rupees Ten Crore) & above in (three) years along with Certificate from
last 3 (three) years including the last Statutory Auditor/Internal
financial year ending March 31, 2019. Auditor/Independent Auditor/ Certified by
authorized person as on 31.03.2019 for
breakup of turnover to support the eligibility.
If Financials of 2018-19 are still not finalised
Auditors certificate confirming provision
turnover would suffice.
4 Applicant having 3 key team members As per Annexure - 4
having 5 or more years of experience in
successful completion of Fairness
Opinion.
5 The applicant should not have been The clause is included in Annexure No. 10,
blacklisted/debarred/disqualified by any which has to be signed by the Authorized
regulators/statutory body in India. Signatory, attested by the Company Secretary
/ Internal Auditor / Independent Auditor.
The Merchant Banker would be required to sign the Stamped (Stamp duty as applicable to
State as per state law) Pre Contract Integrity Pact (Annexure -6) and Non-Disclosure
agreement with Canara Bank [Annexure – 11]. Failure to sign the same would make their
appointment null and void.
5. EVALUATION CRITERIA:
5.1. The Evaluation Process based on two step process:
a) Technical scores will be given based on scoring methodology in para (5.2) below. Firm
scoring a minimum of 70% marks in (Part I) in the technical bid will qualify for the next
stage of selection process (Part II).
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b) Bidders who scores 49 out of 70 marks (Part – I) in the Technical bids are eligible
for making presentation to the Sub-Committee of the Bank.
c) Firm qualifying will be invited for a presentation. 30 marks (Part – II) are assigned for
Presentation.
5.2. Scoring Methodology:
The technical scoring of the proposals will broadly be on the following criteria:
Sl Max
Parameter Marking System
No marks
Part I :
1 Profile of the Merchant Banker 20
having expertise and
experience in providing Max
Criteria
Fairness Opinion on the share Marks
Exchange Ratio for Mergers and Experience of more than 5 years, 20
acquisitions of listed companies 2 additional marks for each year of
in India as on 31.03.2019. experience.
Experience of 5 yrs 10
2 Bidder(s) having experience of 20
providing Fairness Opinion on Max
Criteria
the share Exchange Ratio for Marks
merger of listed companies. 2 marks for each Fairness Opinion. 20
3 Bidder(s) having prior 5
experience of providing at Max
Criteria
least one Fairness Opinion on Marks
the share exchange ratio for More than One Fairness Opinion 5
mergers/Amalgamation of
listed companies in Banking One Fairness Opinion 3
sector during last 5 years in
India.
4 Applicant having Average 15
Audited Turnover in the last 3
years (including the last FY Max
Criteria
2019) Marks
Rs.30 Cr and above 15
Rs.20 Cr and less than Rs.30 Cr. 10
Rs. 10 Cr and less than Rs.20 Cr. 5
5 Key team members of the 10
Bidder having 5 or more Max
years of experience in Criteria
Marks
successful completion of More than Five key personnel, 10
valuations. 1 additional mark for each key personnel.
Three – upto Five key personnel 5
Total Part I 70
Part II
Presentation covering the 30 Shall be evaluated by the committee identified for
proposed implementation this purpose.
plan
TOTAL (Part I + Part II) 100
NB: Documentary proof for the credentials submitted by the bidders with reference to above
is mandatory. Noncompliance results in disqualification.
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5.3. Award of Contract:

 Bidders who achieve overall score of 70% & above in Technical Evaluation (including
presentation) will qualify for the next stage of evaluation process (Financial bid
evaluation)
 For final award of the assignment, a combined evaluation shall be done by applying a
weightage of 70 and 30 for the technical and commercial scores according to the formula
for the qualified bidder(s) in the technical bidding.
 Example, combined score of bidder A = 70 (Technical score of bidder A/Highest Technical

score of all qualified Bidders) + 30 (Lowest financial bid of all qualified bids/commercial
bid of bidder A)
 Shortlisted consultants will be ranked on the basis of the above combined score. The
consultant securing highest combined score shall be recommended for award of the
contract.
 In case the number of bidders qualifying in the technical evaluation stage is less than 2,
then it is at Bank‟s discretion, to choose the top 2 scorers or discontinue the evaluation
process or re-tender.
 In case of Successful Bidder(s) withdraws/fails to accept the contract within the

stipulated timeline, the Bidder scoring the next highest combined score will be awarded
the Contract.
6. BID PROCESS:
6.1. Submission of Proposal:
6.1.1. Two Stage Bidding Process
a) The bidder will submit its response to the present RFP separately in two parts –“The
Technical Bid” and “The Commercial Bid”.
b) Technical Bid will contain the details as required in the Eligibility criteria, along with
the documentary evidence, and other documents related to the bid, whereas
the Commercial Bid will contain the pricing information. In the first stage, only the
Technical Bids will be opened in the presence of the bidders and evaluated as per the
criterion determined by the Bank. Bank may at its discretion invite the bidders for
presentation before the selection committee of the Bank. Those bidders satisfying the
technical requirements as determined by the Bank shall be short-listed for opening
their Commercial Bid.
c) The evaluation procedures to be adopted in the Technical bidding will be at the sole
discretion of Canara Bank and the Bank is not liable to disclose either the
criteria or the evaluation report or reasoning to the bidder. The eligible bidder, who
would qualify in the technical bid as per the eligibility criteria given in Para No 4
would be informed by the Bank through e-mail.
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d) The Bank reserves the right not to accept any bid, or to accept or reject a particular
bid at its sole discretion without assigning any reason whatsoever.
e) The cost of bidding and submission of RFP documents is entirely the responsibility of
bidders, regardless of the conduct or outcome of the process.
6.1.2. Format and signing of Bid
Each page of the bid shall be made in a legal name of the bidder and shall
be signed and duly stamped by the bidder or a person duly authorized to sign
on behalf of the bidder.
6.1.3. Technical Bid

The Technical Bid should contain the following information:
 Covering letter as per Annexure- 1.
 Proposal form as per Annexure – 2 of this document.
 Particulars in respect of Selection of SEBI Registered Category I Merchant Banker
to provide Fairness Opinion on the Share Exchange Ratio – Annexure – 3.
 List of the key professionals and the support staff as per Annexure - 4.
 Any additional information including assumptions that the Consultant team may
think fit but not included elsewhere in the proposal, which will help the Bank to
assess the capabilities of the consultant.
 Duly signed authority letter (company letterhead) by the competent authority
of the firm, authorizing the executants to sign the bid on behalf of the firm.
 Stamped (stamp duty as per the State Law) Integrity Pact as per Annexure – 6 has
to be submitted along with the Technical Bid.
 Bidders can depute their representatives to attend the bid opening. The
representative has to submit an authority letter in the prescribed format as per
Annexure - 5.
 Indicating the response to the Technical and Commercial Bid requirements
specifications for providing services, all the documents mentioned in Annexure – 12
(Checklist) should be duly signed by the authorized signatory.
Note: Technical Bid shall not include any Commercial Bid information. A technical bid
containing information on the commercial bid shall be declared invalid and liable to be
rejected.
6.1.4. Commercial Bid
The Commercial bid covering letter should be submitted in the format as per Annexure
– 7 with Commercial Bid in the prescribed format as per Annexure – 8 which should
not have any deviations, restrictive statements, etc. therein. Otherwise, such bids
are liable to be rejected at the sole discretion of the Bank. The price shall be quoted
in Indian Currency only and shall be inclusive of all expenses. No separate
fees/reimbursements other than GST, as applicable, at the time of payment shall be
made by the Bank.
On 27.11.2019, Commercial Bid will be opened after completion of presentations

process, for bidders who have qualified in the Technical Bid (including presentation).
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6.1.5. Envelope 1 (unsealed):

a. A letter from Company, in their letter head, authorizing the person (containing
the designated email ID, Telephone number and communication address) to sign
the proposal and other documents on behalf of the Bidder(s) (Format Annexure –
5).
b. Duly signed authority letter (company letterhead) authorizing the executants to
sign the bid on behalf of the firm.
c. Signed Checklist – Annexure - 12
6.1.6. Envelope 2 (sealed):
a. Application Money Demand Draft should be enclosed in a separate cover marked

“APPLICATION MONEY”.
b. Earnest Money Deposit (EMD) Demand Draft should be enclosed in a separate cover
marked “EMD”.
c. Covering Letter for Technical Offer – Annexure -1.
d. SEBI Registration certificate duly certified by the entities‟ Statutory
Auditor/Company Secretary
e. Copy of Article and Memorandum of Association/Partnership deed or
Proprietorship deed, if any. In case of Article/Memorandum of Association, the
scope of Merchant Banking services as part of business of the firm/company –
Annexure – 2.
f. Certificate of incorporation – Annexure – 2.
g. Copy of GST Registration, latest Income Tax Return/PAN Card – Annexure – 2.
h. Particulars in respect of Selection of Merchant Banker to provide Fairness Opinion
on the Share Exchange Ratio – Annexure – 3.
i. Profile of Partners/Members/Directors – Annexure – 4.
j. Pre-Contract Integrity Pact – Annexure – 6 (stamped as per place of execution).
k. Undertaking Letter – Confidentiality – Annexure – 9.
l. Undertaking/Declaration – Annexure – 10.
m. Stamped Non Disclosure Agreement – Annexure – 11.
6.1.7. Envelope 3 (sealed):
a. The Financial Bid. (Annexures 7 & 8).
6.1.8. The Bids will be opened in the presence of the Bidders at a pre-notified date and time
which shall be sent on the designated email ID of the Bidder(s).
6.2. Bid Document:
6.2.1. The RFP document will be published in the Bank‟s website (www.canarabank.com).
The Bidders are required to respond accordingly.
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6.3. Application Money:
6.3.1. The Bidder shall pay, along with responses, an Application Money of Rs. 5000/-
(Rupees Five Thousand only) Plus GST 18%. The application money shall be paid by
Demand Draft drawn in favour of “Canara Bank” payable at Bengaluru. The application
money is non-refundable.
6.3.2. Application Money must be submitted in a separate cover marked ”APPLICATION

MONEY” along with the bid documents and should be kept inside the Technical Bid.
Submission of Application Money in other than Technical Bid Envelope is liable to be
rejected on the grounds of non-submission of Application Money.
6.4. Earnest Money Deposit:
6.4.1. The bidder should furnish, as part of its bid, an Earnest Money Deposit (EMD) in the
form of Demand Draft from any Scheduled Commercial Bank, drawn in favour of
“Canara Bank” for an amount of Rs.1,00,000/- (Rupees One lakh only) payable at
Bengaluru.
6.4.2. No interest shall be payable on EMD.
6.4.3. EMD must be submitted in a separate cover marked “EMD” along with the bid
documents and should be kept inside the Technical Bid. Submission of EMD in other
than Technical Bid Envelope is liable to be rejected on the grounds of non-submission
of EMD.
6.4.4. In the event of its non-submission, the bid will be rejected without any further
correspondence, as non-responsive and the decision of the Bank in this regard will be
final, conclusive and binding.
6.4.5. Unsuccessful bidder‟s Earnest Money Deposit will be discharged / returned without
interest, 10 days after the Bank entering into agreement with the successful bidder.
The name of the successful bidder shall be notified in the website. The EMD will be
refunded to the successful bidder after the completion of the assignment.
6.4.6. The Earnest Money Deposit shall be forfeited if a bidder withdraws the bid during the
bid validity period specified in this document.
6.4.7. Any decision in this regard by the Bank shall be final, conclusive and binding on the
Bidder.
6.5. Requirements of Financial Bids:
6.5.1. The Bidder is required to quote a lump sum fee net of taxes. Applicable taxes payable
by the Bidder will be reimbursed. The Bidder has to furnish an unconditional
acceptance to Terms and Conditions of the Request for Proposal.
6.5.2. The fee quoted should be unconditional and inclusive of all expenditure. No separate
out of pocket expenses will be payable. It may be noted that the Bidders cannot
prescribe any time limit for validity of the financial bid. It is however, clarified that
all statutory expenses, against valid receipts, will be paid by the Company.
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7. TERMS & CONDITIONS:
7.1. The proposal (all three envelopes) can be submitted latest by 4.00 PM on 25.11.2019 in
hard copies in original, duly signed by the authorized officer of the Bidder. The sealed
Bid envelopes should be hand delivered at CANARA BANK, GM'S SECRETARIAT, Financial
Management and Subsidiaries Wing, HO, 5th floor, No 112, J C Road, Bangalore-
560002, India. In the event the Bidder is sending the Bid documents through courier or
by post, the Bidder has to ensure that the Bid documents is delivered to the designated
office and department at CANARA BANK, GM'S SECRETARIAT, Financial Management
and Subsidiaries Wing, HO, 5th floor, No 112, J C Road, Bangalore-560002, India latest
by 4.00 PM, failing which, the Bank shall not be held liable to accept the Bid.
7.2. No proposal will be entertained after the appointed time and date. Canara Bank will not
be responsible for any postal/courier delay. The proposals received after the appointed
time and date will be rejected.
7.3. The specified bidder is expected to examine all instructions, forms, terms and conditions
in the RFP prior to submission of the same. The specified bidder should strictly submit
the bid as per RFP failing which bid will be rejected as non-responsive.
8. PRE-BID MEETING:
8.1. Canara Bank will hold a pre-bid meeting at Canara Bank, 112, J.C. Road, Bengaluru – 560
002 on 18.11.2019 at 4.00 PM to address any queries of the Bidder‟s pertaining to the
RFP. The Bidders are expected to use the platform to have all their queries answered.
The Bidder is expected to submit all the queries before the dates mentioned in Page No.2
through email only. Also, a maximum of 2 representatives from each Bidder will be
allowed for the pre-bid meeting. Replies/Clarifications/Amendment to RFP will be
posted in our Website.
9. EVALUATION PROCESS:
9.1. The Selection Committee of Canara Bank would evaluate the Bidders on the criteria
mentioned in the Proposal Format based on their proposals received and credentials
presented.
9.2. The Committee will evaluate the applicants on the criteria mentioned in Paragraph 5
above and based on their Proposal and presentation; short-list them for considering their
financial bids. The Committee will open the Financial Bid of only short listed applicants.
9.3. The Commercial Bid shall be opened in due course, after completion of technical
bid evaluation, in the presence of Bidders / their representatives, who choose to
attend.
9.4. The Consultant Contract will be awarded as per Evaluation Matrix detailed in Para 5.3.
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10. GENERAL CONDITIONS:
10.1. Confidentiality:
The information contained in this document is confidential. The Bidder shall not share
this information with any other party not connected with responding to this RFP. The
information contained in this RFP or subsequently provided to Bidder(s) whether
verbally or in writing by or on behalf of CANARA BANK shall be subject to the terms
and conditions set out in this RFP and any other agreement/ contract to be executed
by Canara Bank. Declaration to be submitted as per Format – Annexure – 9.
10.2. Force Majeure:

Notwithstanding the above provisions, the selected bidder shall not be liable for
default or non-performance of the obligations, if such default or non-performance of
the obligations under this RFP is caused by any reason or circumstances or occurrences
beyond the control of the other Party, i.e. Force Majeure.
For the purpose of this clause, “Force Majeure” shall mean an event beyond the
control of the other party, due to or as a result of or caused by acts of God, wars,
insurrections, riots, earth quake and fire, events not foreseeable but does not include
any fault or negligence or carelessness on the part of selected bidder, resulting in such
a situation.
In the event of any such intervening Force Majeure, the selected bidder shall promptly
notify the Bank in writing of such circumstances and the cause thereof. Unless
otherwise directed by the Bank, the selected bidder shall continue to perform /
render / discharge other obligations as far as they can reasonably be attended /
fulfilled and shall seek all reasonable alternative means for performance affected by
the Event of Force Majeure.
10.3. Canara Bank’s Discretion:
10.3.1. CANARA BANK shall be under no obligation to act upon the advice rendered by the
Bidder/Firm for the appointment of other intermediaries. The appointment made by
Canara Bank shall be final and binding on all the Bidders.
10.3.2.In case, if there is substantial change in the composition of the team of the
appointed/selected Bidder handling the Divestment process which can significantly
affect its execution, Canara Bank reserves its right to terminate the agreement
without any cost to them and the decision of Canara Bank will be final and binding.
10.4. Obligations of the Successful Bidder:
10.4.1. Without prejudice to any other clause mentioned in the RFP, the successful Bidder has
to complete the assignment and submit the duly signed Fairness Opinion on the Share
Exchange Ratio report for the purposes of the transaction within the timeline
prescribed by the Bank. Under no circumstances, the successful Bidder can withhold
sharing of the report as part of his obligation for completion of the assignment.
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10.4.2.In the event, the successful Bidder does not complete the assignment within the
prescribed timelines, the Bank reserves the right to terminate the contract and
award it to the next ranked Bidder. Also the Bank reserves the right to forfeit the EMD
of the successful Bidder in accordance with the terms of the RFP. In addition to the
same, the successful Bidder has to indemnify the Bank against any losses, damages
incurred by the Bank in consequence to the non-fulfillment of the obligations of the
successful Bidder.
10.4.3.The agreed fee is payable on completion of assignment and submission of the signed
Fairness Opinion Report in accordance with the terms of the RFP within the prescribed
timelines.
10.5. Corrupt & Fraudulent Practices:
10.5.1.The Bidder shall further ensure the compliance of the applicable guidelines issued by
Central Vigilance Commission.
10.5.2.As per Central Vigilance Commission (CVC) directives, it is required that Bidders
observe the highest standard of ethics during the procurement and execution of
contracts.
10.5.3.“Corrupt Practice” means the offering, giving, receiving or soliciting of anything of

values to influence the action of an official in the procurement process or in contract
execution.
10.5.4.“Fraudulent Practice” means a misrepresentation of facts in order to influence a

procurement process or the execution of contract to the detriment of the Bank and
includes collusive practice among bidders (prior to or after bid submission) designed to
establish bid prices at artificial non-competitive levels and to deprive the Bank of the
benefits of free and open competition.
10.5.5.The Bank reserves the right to declare a bidder ineligible, either indefinitely or for a
stated period of time, to be awarded a contract if at any time it determines that the
firm has engaged in corrupt or fraudulent practices in competing for or in executing
the contract.
10.6. Disqualification:
Any form of canvassing / lobbying / influence / query regarding status etc., will be
liable for disqualification.
10.7. Evaluation of Offer:
Each Bidder acknowledges and accepts that Canara Bank may, in its absolute
discretion, apply any additional criteria it deems appropriate in the selection of the
Firm, not limited to those selection criteria set out in this RFP and the Bidders shall be
bound with the same.
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10.8. Authentication of Erasures/Overwriting etc.:
Any inter-lineation, erasures or overwriting shall be valid only if the person(s) signing
the bid authenticates the same by affixing his signature.
10.9. Cost of Bidding:
The specified bidder/s shall bear all the costs associated with the preparation and
submission of its bid and Bank will in no case be responsible or liable for these costs
regardless of the conduct or outcome of the bidding process.
10.10. Modification & Withdrawal:

Bids once submitted will be treated, as final and no further correspondence will be
entertained on this. No bid will be allowed to be modified after the submission of bid.
No bidder shall be allowed to withdraw the bid once submitted.
10.11. Governing Law and Disputes:
Canara Bank and the bidder shall make every effort to resolve amicably, by direct
informal negotiation, any disagreement or dispute arising between them under or
in connection with the contract. If after thirty days from the commencement of such
informal negotiations, Canara Bank and the bidder are unable to resolve amicably a
contract dispute, either party may require that the dispute be referred for resolution
by formal arbitration.
All questions, disputes or differences arising under and out of, or in connection with
the contract, shall be referred to two Arbitrators: one Arbitrator to be
nominated by Canara Bank and the Other to be nominated by the bidder. In the case
of the said Arbitrators not agreeing, then the matter will be referred to an umpire
to be appointed by the Arbitrators in writing before proceeding with the
reference. The award of the Arbitrators, and in the event of their not agreeing, the
award of the Umpire appointed by them shall be final and binding on the parties. The
Arbitration and Reconciliation Act 1996 as amended by Act of 2015 shall apply to the
arbitration proceedings and the venue & jurisdiction of the arbitration shall be
Bangalore.
The Agreement / Contract shall be governed by and construed in accordance with the
laws in India and shall be subject to the exclusive jurisdiction of the Courts of
Bangalore.
10.12. Amendment of Bidding Documents:

At any time prior to the last Date and Time for submission of bids, the Bank may, for
any reason, modify the Bidding Documents through amendments at the sole discretion
of the Bank. All amendments shall be uploaded on the Bank‟s websites
(www.canarabank.com) and will be binding on all who are interested in bidding.
In order to provide specified Bidders a reasonable time to take the amendment if any,
into account in preparing their bid, the Bank may, at its discretion, extend the
deadline for submission of bids.
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10.13. Bank’s Right to Accept or Reject any Bid or All Bids:

The Bank reserves the right to accept or reject any bid and annul the bidding process
or even reject all bids at any time prior to award of contract, without thereby
incurring any liability to the affected specified bidder or specified bidders or without
any obligation to inform the affected bidder or bidders about the grounds for the
Bank's action.
10.14. Deadline for Submission of Bids:

Bids must be submitted not later than the specified date and time mentioned in the
RFP Document. If specified date of submission of bids being declared a holiday for the
Bank, the bids will be received up to the specified time in the next working day. The
Bank may, at its discretion, extend this deadline for submission of bids by amending
the bid documents, in which case all rights and obligations of the Bank and specified
bidders, previously subject to the deadline, will thereafter be subject to the deadline
extended. Any bid received by the Bank after the deadline for submission of bid will
be rejected.
10.15. Termination of the Contract:

The Bank reserves its right to cancel the contract at any time by assigning appropriate
reasons in the event of one or more of the below mentioned conditions treating it as
default-nonperformance of the contract:
If the selected bidder-
a) Fails to accept the award within the specified time.
b) Unnecessary or unwarranted delay in execution of the work allotted.
c) Serious discrepancies noted in the service.
d) Breaches in the terms and conditions of the RFP.
e) Ceases to carry on its businesses or suspends all or substantially of its operations,
or
f) There is any material adverse change or any change in applicable law, rules ,
regulations, directives or guidelines, which prevents the continuing of the
arraignments under this RFP; or
g) If an event of any Force Majeure conditions continues for a period in excess of
thirty (30) days;
h) Engages in fraud or other illegal or unethical activities.
11. Other Instructions
11.1. The Consultant selected for the assignment should adhere to the quality
standards, regulatory directions, guidelines in this regard.
11.2. The Consultant selected for the assignment should treat as confidential all data
and information about the Bank obtained in the execution of the proposed
assignment, hold it in strict confidence and should not reveal such data / information
to any other party without the prior written approval of the Bank.
11.3. The proposal should be submitted strictly in the formats provided in this RFP document.
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11.4. The proposal should be free of overwriting/ corrections / alterations.
11.5. The proposals and related Annexures should be signed by the authorized
representative(s) of the Consultant. The executants‟ authority to represent and bind
the Consultation Firm must be confirmed by a written authority letter issued by
the Competent Authority of the Consultant Firm accompanying the proposal.
11.6. All bids and supporting documentation shall be submitted in English only.
11.7. The Bank will not return the bids/responses to the RFP received. The
information provided by the bidder/s to the Bank will be held in confidence and will be
used for the sole purpose of evaluation of bids.
11.8. It is hereby clarified that the Bid / response to the RFP should be submitted in the exact
format given herein without making any changes/alterations to the RFP
document. Any change/alteration made to the RFP document by the participant would
make the respective Bid/ response to the RFP void and the same shall be liable to be
rejected by the Bank without further going into the merits of the RFP. It is also clarified
that in case of any difference/change between Bid/ response to the RFP document
submitted by the participant and the RFP document maintained by Bank, the RFP
document maintained at the Bank, would be considered as authentic and binding on the
participant.
11.9. The bidder must submit unconditional and unambiguous compliance confirmation to all
the terms and conditions stipulated in the RFP
11.10. Publicity
Any publicity by the bidder in which the name of Canara Bank is to be used should be
done only with the explicit written permission of Canara Bank
11.11. Duration of contract
The selected bidder shall have to complete the assignment expeditiously within the
period prescribed at the discretion of the Management.
12. Indemnity
 The bidder agrees to indemnify and keep indemnified, defend and hold harmless
the Bank and its officers, directors, employees and agents from and against any
and all losses, liabilities, claims, obligations, costs, expenses (including, without
litigation, reasonable attorneys fees), arising before or after completion of
assignment, which result from, arise in connection with or are related in any way
to claims by third parties/ regulators, arising out of or in connection with.
 The bidder‟s breach of any of the terms and conditions, representations, warranties
specified in the Agreement/Contract; infringement of Intellectual Property Rights of
the Bank; acts or omissions of, negligence, or misconduct by the bidder; or its
professionals, representatives, agents, security analysts, consultants and advisors;
 For the purpose of the Agreement, the bidder shall include the bidder, its personnel,
employees, consultants, and / or other authorized persons.
 In no event shall the bidder be liable for claims arising from or in connection with the
sole negligence or misconduct of the party seeking indemnification.
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 The responsibility to indemnify set forth in this Clause shall survive the
termination of this Agreement for any reason with regard to any indemnity
claims arising in relation to the performance hereof.
 The selected bidder has to execute a Deed of Indemnity as per prescribed format.
For Canara Bank
GENERAL MANAGER
Place: Bengaluru
Date: 08/11/2019
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Annexure -1
(COVERING LETTER) TECHNICAL OFFER
(Letter to the Bank on the Firm letterhead)
Date:
To
General Manager
Canara Bank
BSCA Section
Financial Management & Subsidiaries Wing
Head Office, 112, J C Road
Bangalore
Dear Sir,
Sub: Your RFP No.: FM&S Wing/ BSCA/ RFP/04/2019-2020 dated 08/11/2019 for
Selection of SEBI Registered Category I Merchant Banker to provide
Fairness Opinion on the Share Exchange Ratio of proposed amalgamation of
Canara Bank and Syndicate Bank.
With reference to the above RFP, having understood and agreeable to the instructions,
terms and conditions forming part of the RFP and Amendments thereon, we
hereby enclose our offer to provide our services for providing fairness opinion on
the share exchange ratio for proposed amalgamation of Canara Bank and Syndicate
bank as detailed in your above referred RFP.
We agree to all the terms and conditions mentioned in the RFP. We hereby submit
our Technical Offer in a sealed envelope. The offer shall be binding on us up to 180
days and subject to the modifications resulting from contract negotiations.
Yours faithfully,
(Name and Designation, seal of the firm)
Encl: Technical Offer in sealed envelope.
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Annexure 2
TECHNICAL BID
Request for Proposal “SEBI Registered Category I Merchant Banker to provide

Fairness Opinion on the Share Exchange Ratio of proposed amalgamation of Canara
Bank and Syndicate Bank.”
Reference Number: FM&S Wing/ BSCA/ RFP/04/2019-2020 dated 08/11/2019
Details to be
Details of Enclosures to be
Particulars furnished for the
submitted
Particulars
Name of the Firm/Company Certificate of Merchant
Banking, Incorporation, MOA
Address of Registered Office
& AOA, commencement of
Country of incorporation business or partnership deed
etc.
Telephone / mobile and Fax number
Name and designation of the person
As per Annexure – 3 with
authorized to make commitments to the
documentary evidence.
Bank
Date of incorporation of the firm
E mail address
Presence and locations of Offices in Self declaration with
India supporting documents.
Number of persons who are proposed Resume of the identified
to be associated for executing the team persons in the format
assignment. enclosed as CV format to this
document. Annexure 3
Brief Write-up with
documentary evidence/
Past credentials of the Consultant
Fairness opinion issued to
client.
Details of the similar assignments Client Certificate/ extract of
completed/under execution with name Contract with Client. Proof of
and location of the client. Completion of successful
Fairness opinion process.
Indicative Timeline for completion of
the assignment
Details of bid amount paid through
Demand Draft:
DD No…………………….dated
Bank………………………………………
Drawn on (Branch)…………………
Amount Rs…………………………….
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PAN number……………………………
GST number…………………………..
Name-
Address-
Designation-
References of Two Clients (Optional)
Contact Phone
Numbers-
e-mail id-
Dated this ....... day of ............................ 2019
_________________________________ ________________________________
(Signature) (In the capacity of)
Duly authorized to sign Proposal for and on behalf of __________________________
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Annexure -3
PARTICULARS IN RESPECT OF SELECTION OF MERCHANT BANKER TO PROVIDE FAIRNESS
OPINION ON THE SHARE EXCHANGE RATIO
Sl Name of the
Brief Details of Scope of Work Period of Assignment
No Merchant Banker
From To
(Signature, name and designation of the authorized signatory)
Note: Client Certificate/Contract with client in support of the information above
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Annexure 4
PROFILE OF PARTNERS/MEMBERS/DIRECTORS
1. Name of the Person :
2. Office Address :
3. E-mail ID :
4. Phone Number Office :

Mobile :
5. Date since working in the Firm :
6. Professional Qualifications :
7. Present Designation :
8. Experience :
Dated this ....... day of ............................ 2019
_________________________________ ________________________________
(Signature) (In the capacity of)
Duly authorized to sign Proposal for and on behalf of __________________________
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Annexure: 5
AUTHORIZATION LETTER – BID OPENING FORMAT
(To be furnished in the company‟s letter head)
Place…………………………_ ___________
Date…………………..
To:
General Manager
Canara Bank
BSCA Section
Head Office, 112 J C Road
Bangalore
Sir/Madam,
Subject: Authorization Letter for attending the Bid Opening
This has reference to your RFP for Selection Merchant Banker to provide Fairness
Opinion on the Share Exchange Ratio of of proposed amalgamation of Canara Bank and
Syndicate Bank. Mr/Miss/Mrs.………………………………………………………………is hereby
authorized to attend the Bid Opening of the above RFP
………………………………….Dated………………on………………….on behalf of our organization.
The specimen signature is attested below:
Specimen Signature of Representative
Signature of Authorizing Authority Signature of Attesting Authority
Name of Authorizing Authority
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Annexure - 6
PRE CONTRACT INTEGRITY PACT

[To strike off whichever is not applicable]
1. GENERAL
1.1. This pre-bid contract Agreement (herein after called the Integrity Pact) is made on
_____ day of the month 20____ , between, the Canara Bank, a body corporate
constituted under Banking Companies (Acquisition and transfer of undertakings), Act
1970 having its Head office at 112, J.C. Road, Bangalore 560 002,with branches spread
over India and abroad (hereinafter referred to as BUYER which expression shall include its
successors and assigns) acting through Shri________________ , (Designation of the
officer) representing _________ _________________, of the BUYER, of the FIRST PART
AND
M/s.________________represented by Shri ____________Chief Executive Officer /
Authorised Signatory (hereinafter called the "BIDDER /SELLER /CONTRACTOR /
SERVICE PROVIDER", which expression shall mean and include, unless the context
otherwise requires, his successors and permitted assigns), of the SECOND PART
1.2. WHEREAS the BUYER proposes to procure (Name of the Stores/Equiprnent/ltem)

/engage the services and the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER is willing
to offer/has offered the stores/services and
1.3. WHEREAS the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER is a private company/

public company/Government undertaking/ partnership/ LLP/registered export
agency/service provider, duly constituted in accordance with the relevant law
governing its formation/incorporation/constitution and the BUYER is a body corporate
constituted under Banking Companies (Acquisition and transfer of undertakings), Act
1970.
1.4. WHERAS the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER has clearly understood

that the signing of this agreement is an essential pre-requisite for participation in the
bidding process in respect of Stores/Equipment/Items/Services proposed to be procured
by the BUYER and also understood that this agreement would be effective from the stage
of invitation of bids till the complete execution of the agreement and beyond as provided
in clause 13 and the breach of this agreement detected or found at any stage of the
procurement process shall result into rejection of the bid and cancellation of contract
rendering BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER liable for damages and
replacement costs incurred by the BUYER.
2. NOW, THEREFORE, the BUYER and the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER

agree to enter into this pre-contract integrity agreement, hereinafter referred to as
Integrity Pact, which shall form part and parcel of RFP as also the contract agreement if
contracted with BIDDER, in the event that the BIDDER turns out to be successful bidder,
and it is intended through this agreement to avoid all forms of corruption by
following a system that is fair, transparent and free from any influence / prejudiced
dealings prior to, during and subsequent to the Contract to be entered into with a view
to:-
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2.1. Enabling the BUYER to obtain the desired Stores/Equipment/Work/Service/Materials at a

competitive price in conformity with the defined specifications by avoiding the high cost
and the distortionary impact of corruption on public procurement, and
2.2. Enabling BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER/SERVICE PROVIDER to refrain

from bribing or indulging in any corrupt practices in order to secure the
contract, by providing assurance to them that the BUYER shall not be influenced in any
way by the bribery or corrupt practices emanating from or resorted to by their
competitors and that all procurements shall be free from any blemish or stain of
corruption and the BUYER stays committed to prevent corruption, in any form, by its
officials by following transparent procedures.
The parties hereto hereby agree to enter into this integrity Pact and agree as follows:
3. COMMITMENTS OF THE BUYER
The BUYER commits itself to the following:-
3.1. The BUYER represents that all officials of the BUYER, connected whether directly or
indirectly with the procurement process are duty bound by rules and regulations
governing their service terms and conditions not to demand, take promise for or accept,
directly or through intermediaries, any bribe, consideration, gift, reward, favour or any
material or immaterial benefit or any other advantage from the BIDDER /
SELLER/CONTRACTOR/SERVICE PROVIDER either for themselves or for any person,
organization or third party related to the contract in exchange for an advantage in the
bidding process, bid evaluation, contracting or implementation process related to the
contract.
3.2. The BUYER will, during the pre-contract stage, treat all BIDDERS / SELLERS /
CONTRACTORS/SERVICE PROVIDERS alike, and will provide to all BIDDERS / SELLERS /
CONTRACTORS/SERVICE PROVIDERS the same information and will not provide any such
information to any particular BIDDER / SELLER / CONTRACTOR / SERVICE PROVIDER which
could afford an advantage to that particular BIDDER / SELLER / CONTRACTOR/ SERVICE
PROVIDER in comparison to the other BIDDER / SELLER / CONTRACTOR / SERVICE
PROVIDERS.
3.3. The BUYER shall report to the appropriate Government Regulators/Authorities any
attempted or completed breaches of the above commitments as well as any substantial
suspicion of such a breach, as and when the same is considered necessary to comply with
the law in force in this regard.
3.4. In case any such preceding misconduct on the part of such official(s) is reported by the
BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER to the BUYER with the full and
verifiable facts and the same is prima facie found to be correct by the BUYER, necessary
disciplinary proceedings, or any other action as deemed fit, including criminal
proceedings may be initiated by the BUYER and such a person shall he debarred from
further dealings related to the contract process. In such a case, while an enquiry is being
conducted by the BUYER, the proceedings under the contract would not be stalled.
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4. COMMITMENTS OF BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDERS

The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER commits itself to take all measures
necessary to prevent corrupt practices, unfair means and illegal activities during any stage of
its bid or during any pre-contract or post-contract stage in order to secure the contract or in
furtherance to secure it and in particular commit itself to the following:-
4.1. The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER will not offer, directly or through

intermediaries, any bribe, gift, consideration, reward, favour, any material or immaterial
benefit or other advantage, commission, fees, brokerage or inducement to any official of
the BUYER, connected directly or indirectly with the bidding process, or to any person,
organization or third party related to the contract in exchange for any advantage in the
bidding, evaluation, contracting and implementation of the contract.
4.2. The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER further undertakes that it has not

given, offered or promised to give, directly or indirectly any bribe, gift, consideration,
reward, favour, any material or immaterial benefit or other advantage, commission, fees,
brokerage, or inducement to any official of the BUYER or otherwise for procuring the
Contract or for forbearing to do or for having done any act in relation to the obtaining or
execution of the contract or any other contract with the BUYER or for showing or
forbearing to show favour or disfavour to any person in relation to the contract or any
other contract with the BUYER.
4.3. The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER further confirms and declares to

the BUYER that the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER is the original
Manufacturer/Integrator/Authorized government sponsored export entity of the stores/
Authorised Service Provider having necessary authorizations, intellectual property rights
and approvals from the intellectual property right owners of such materials/services and
has not engaged any individual or firm or company whether Indian or foreign to
intercede, facilitate or in any way to recommend to the BUYER or any of its
functionaries, whether officially or unofficially to the award of the contract to the
BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER, nor has any amount been paid,
promised or intended to be paid to any such individual, firm or company in respect of any
such intercession, facilitation or recommendation.
4.4. The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER, either while presenting the bid or

during pre-contract negotiations or before signing the contract, shall disclose any
payment he has made, is committed to or intends to make to officials of the BUYER or
their family members, agents, brokers or any other intermediaries in connection with the
contract and the details of services agreed upon for such payments.
4.5. The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER will not collude with other parties
interested in the contract to impair the transparency, fairness and progress of the
bidding process, bid evaluation, contracting and implementation of the contract.
4.6. The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER will not accept any advantage in

exchange for any corrupt practice, unfair means and illegal activities emanating from
other competitors or from anyone else.
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4.7. The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER shall not use improperly, for

purpose of competition or personal gain, or pass on to others, any information provided
by the BUYER as part of the business relationship, regarding plans, technical proposal and
business details, including information contained in any electronic data carrier. The
BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER also undertakes to exercise due and
adequate care lest any such information is divulged.
4.8. The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER commits to refrain from giving any

complaint directly or through any other manner without supporting it with full and
verifiable facts.
4.9. The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER shall not instigate or cause to

instigate any third person to commit any of the acts mentioned above.
5. PREVIOUS TRANSGRESSION
5.1. The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER declares that no previous

transgression occurred in the last three years immediately before signing of this Integrity
Pact with any other company in any country in respect of any corrupt practices envisaged
hereunder or with any Public Sector Bank, Public Sector Enterprise / Undertaking in India
or any Government Department in India that could justify BIDDER's exclusion from the
tender process.
5.2. If the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER makes incorrect statement on

this subject, BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER can be disqualified from
the tender/bid process or the contract, if already awarded, can be terminated for such
reason.
6. EARNEST MONEY (SECURITY DEPOSIT)
6.1. Every BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER while submitting commercial bid,

shall deposit an amount as specified in RFP/Tender Documents as Earnest Money/Security
Deposit, with the BUYER through any of the instruments as detailed in the tender
documents.
6.2. The Earnest Money/Security Deposit shall be valid for a period till the complete
conclusion of the contractual obligations or for such period as mentioned in RFP /
Contract, including warranty period, whichever is later to the complete satisfaction of
BUYER.
6.3. In the case of successful BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER, a clause

would also be incorporated in the Article pertaining to Performance Bond in the Purchase
Contract that the provisions of Sanctions for violation shall be applicable for forfeiture of
Performance Bond in case of a decision by the BUYER to forfeit the same without
assigning any reason for imposing sanction for violation of this Pact.
6.4. No interest shall be payable by the BUYER to the BIDDER / SELLER /

CONTRACTOR/SERVICE PROVIDER on Earnest Money/Security Deposit for the period of its
currency.
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7. SANCTIONS FOR VIOLATIONS
7.1. Any breach of the provisions herein contained by the BIDDER/SELLER /

CONTRACTOR/SERVICE PROVIDER or any one employed by it or acting on its behalf
(whether with or without the knowledge of the BIDDER/SELLER/CONTRACTOR/SERVICE
PROVIDER) shall entitle the BUYER to take all or any one of the following actions,
wherever required:-
i) To immediately call off the pre contract negotiations without assigning any reason
or giving any compensation to the BIDDER/SELLER/CONTRACTOR/SERVICE
PROVIDER. However, the proceedings with the other BIDDER / SELLER /
CONTRACTOR / SERVICE PROVIDER(s) would continue.
ii) To forfeit fully or partially the Earnest Money Deposit (in pre-contract stage) and/or
Security Deposit/Performance Bond (after the contract is signed), as decided by the
BUYER and the BUYER shall not be required to assign any reason therefor.
iii) To immediately cancel the contract, if already signed, without giving any
compensation to the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER.
iv) To recover all sums already paid by the BUYER, and in case of the Indian
BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER with interest thereon at 2% higher
than the prevailing Marginal Cost of Funds based Lending Rate of ……. ……… ……….
…… ……… ………… ……….. ………… (Name of the Bank/Financial Institution) while in
case of a BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER from a country other
than India with Interest thereon at 2% higher than the LIBOR. If any outstanding
payment is due to the BIDDER/SELLER /CONTRACTOR from the BUYER in connection
with any other contract such outstanding payment could also be utilized to recover
the aforesaid sum and interest. The BUYER shall also be entitled to recover the
replacement costs from BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER .
v) To encash the advance bank guarantee and performance bond / warranty bond, if
furnished by the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER, in order to
recover the payments, already made by the BUYER, along with interest.
vi) To cancel all or any other contracts with the BIDDER / SELLER / CONTRACTOR /
SERVICE PROVIDER and the BIDDER/SELLER /CONTRACTOR/SERVICE PROVIDER shall
be liable to pay compensation for any loss or damage to the BUYER resulting from
such cancellation/rescission and the BUYER shall be entitled to deduct the amount
so payable from the money(s) due to the BIDDER / SELLER / CONTRACTOR /
SERVICE PROVIDER.
vii) To debar the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER from participating in
future bidding processes of the BUYER for a minimum period of five years, which
may be further extended at the discretion of the BUYER.
viii) To recover all sums paid in violation of this Pact by BIDDER / SELLER /
CONTRACTOR/SERVICE PROVIDER(s) to any middlemen or agent or broker with a
view to securing the contract.
ix) In cases where irrevocable Letters of Credit have been received in respect of any
contract signed by the BUYER with the BIDDER/SELLER/CONTRACTOR/SERVICE
PROVIDER, the same shall not be opened.
x) Forfeiture of The Performance Bond in case of a decision by the BUYER to forfeit
the same without assigning any reason for imposing sanction for violation of this
Pact.
31 | P a g e
xi) The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER shall not lend to or borrow

any money from or enter into any monetary dealings or transactions, directly or
indirectly, with any employee of the BUYER, and if he does so, the BUYER shall be
entitled forthwith to rescind the contract and all other contracts with the BIDDER/
SELLER/CONTRACTOR/SERVICE PROVIDER. The BIDDER/ SELLER/ CONTRACTOR/
SERVICE PROVIDER shall be liable to pay compensation for any loss or damage to the
BUYER resulting from such rescission and the BUYER shall be entitled to deduct the
amount so payable from the money(s) due to the BIDDER / SELLER / CONTRACTOR /
SERVICE PROVIDER.
7.2. The BUYER will be entitled to take all or any of the actions mentioned at para 7.1 (i) to
(xi) of this Pact, also in the event of commission by the BIDDER/
SELLER/CONTRACTOR/SERVICE PROVIDER or anyone employed by it or acting on its behalf
(whether with or without the knowledge of the BIDDER), of an offence as defined In
Chapter IX of the Indian Penal code, 1860 or Prevention of Corruption Act, 1988 or any
other statute enacted for prevention of corruption.
7.3. The decision of the BUYER to the effect that a breach of the provisions of this pact has
been committed by the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER shall be final
and conclusive on the BIDDER/SELLER /CONTRACTOR/SERVICE PROVIDER. However, the
BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER can approach the Independent External
Monitor(s) appointed for the purposes of this Pact.
8. FALL CLAUSE
8.1. The BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER undertakes that it has not

supplied/is not supplying similar product/systems or subsystems/services at a price lower
than that offered in the present bid to any other Bank or PSU or Government Department
or to any other organization/entity whether or not constituted under any law and if it is
found at any stage that similar product/systems or sub systems/services was supplied by
the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER to any other Bank or PSU or
Government Department or to any other organization/entity whether or not constituted
under any law, at a lower price, then that very price, with due allowance for elapsed
time, will be applicable to the present case and the difference in the cost would be
refunded by the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER to the BUYER, if the
contract has already been concluded.
9. INDEPENDENT EXTERNAL MONITORS
9.1. The BUYER has appointed two Independent External Monitors (hereinafter referred to as
Monitors) for this Pact in accordance with the recommendations and guidelines issued by
Central Vigilance Commission.
9.2. The task of the Monitors shall be to review independently and objectively, whether and
to what extent the parties comply with the obligations under this Pact.
9.3. The Monitors shall not be subject to instructions by the representatives of the parties and
perform their functions neutrally and independently.
32 | P a g e
9.4. Both the parties accept that the Monitors have the right to access all the documents
relating to the project/procurement, including minutes of meetings. The Monitors shall
on receipt of any complaint arising out of tendering process jointly examine such
complaint, look into the records while conducting the investigation and submit their joint
recommendations and views to the Management and Chief Executive of the BUYER. The
MONITORS may also send their report directly to the CVO and the commission, in case of
suspicion of serious irregularities.
9.5. As soon as any event or incident of violation of this Pact is noticed by Monitors, or
Monitors have reason to believe, a violation of this Pact, they will so inform the
Management of the BUYER.
9.6. The BIDDER(s) accepts that the Monitors have the right to access without restriction to all
Project /Procurement documentation of the BUYER including that provided by the
BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER. The BIDDER / SELLER / CONTRACTOR /
SERVICE PROVIDER will also grant the Monitors, upon their request and demonstration of
a valid interest, unrestricted and unconditional access to his documentation pertaining to
the project for which the RFP/Tender is being /has been submitted by BIDDER / SELLER /
CONTRACTOR/SERVICE PROVIDER. The same is applicable to Subcontractors. The Monitors
shall be under contractual obligation to treat the information and documents of the
BIDDER/Sub contractors ( ) with confidentiality.
9.7. The BUYER will provide to the Monitors 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 parties. The parties may offer to the Monitors the
option to participate in such meetings.
9.8. The Monitors will submit a written report to the BUYER at the earliest from the date of
reference or intimation to him by the BUYER / BIDDER / SELLER / CONTRACTOR /
SERVICE PROVIDER and submit proposals for correcting problematic situations.
10. FACILITATION OF INVESTIGATION

In case of any allegation of violation of any provisions of this Pact or payment of commission,
the BUYER or its agencies shall be entitled to examine all the documents including the Books
of Accounts of the BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER and the
BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER shall provide necessary information of the
relevant documents and shall extend all possible help for the purpose of such examination,
11. LAW AND PLACE OF JURISDICTION

This Pact is subject to Indian Law and the place of jurisdiction is Bengaluru.
12. OTHER LEGAL ACTIONS

The actions stipulated in this Integrity Pact are without prejudice to any other legal action
that may follow in accordance with the provisions of the any other law in force relating to any
civil or criminal proceedings.
13. VALIDITY
33 | P a g e
13.1. The validity of this Integrity Pact shall be from the date of its signing and extend up to 5
years or such longer period as mentioned in RFP/Contract or the complete execution of
the contract to the satisfaction of the BUYER whichever is later. In case
BIDDER/SELLER/CONTRACTOR/SERVICE PROVIDER is unsuccessful, this Integrity Pact
shall expire after six months from the date of the signing of the contract.
13.2. If one or several provisions of this Pact turn out to be invalid; the remainder of this Pact
shall remain valid. In such case, the parties will strive to come to an agreement to their
original intentions.
14. The parties hereby sign this Integrity Pact at ............ on...................
BUYER BIDDER
Name of the Officer CHIEF EXECUTIVE OFFICER
/ AUTHORISED SIGNATORY
Designation
Name of Wing
Canara Bank
Witness Witness
1) 1)
2) 2)
34 | P a g e
Annexure: 7
COMMERCIAL OFFER
(To be furnished in the company‟s letter head)
(To be submitted in sealed envelope)
To:
General Manager
Canara Bank
BSCA Section
Head Office, 112 J C Road
Bangalore
Sir/Madam,
We the undersigned offer to provide services for providing Fairness Opinion on the
Share Exchange Ratio of proposed amalgamation of Canara Bank and Syndicate Bank.
in accordance with your RFP No. FM&S Wing/ BSCA/ RFP/04/2019-2020 dated
08/11/2019.
Our attached Commercial Offer is for the sum of `.______________________

(amount in words and figures). The amount is exclusive of all taxes and inclusive of all
expenses.
Our Commercial Offer shall be binding upon us and the same is also subject to
modification resulting from contract negotiations, up to expiration of the validity
period (180 days) of the proposal.
Yours faithfully,
(Name & designation, seal of the firm)
Place
Date
Encl: Commercial Offer in sealed envelope.
35 | P a g e
Annexure 8
COMMERCIAL BID
(to be included in Commercial Proposal Envelope)
Date: ..............................
Dear Sir,
Sub: Request for Proposal (RFP) for Selection of Merchant Banker to provide
Fairness Opinion on the Share Exchange Ratio of proposed amalgamation of
Canara Bank and Syndicate Bank.
Ref: No. FM&S Wing/BSCA/ RFP/04/2019-2020 dated 08/11/2019.
In terms of the above-mentioned RFP document we submit herewith the Commercial

Bid (Fees) for the assignment proposed by the Bank for Fairness Opinion on the Share
Exchange Ratio.
Fairness Opinion on the Share Exchange Ratio Fees

Particulars
(Rs.)
In figures*
In words*
* The amount is exclusive of all taxes and inclusive of all expenses.
NOTE:
 GST as applicable at the time of payment shall also be reimbursed
 Bank will deduct tax (TDS) while releasing payment, if applicable as per the law.
Dated this ....... day of ............................ 2019
________________________________ ________________________________
(Signature) (in the capacity of)
Duly authorized to sign Proposal for and on behalf of ________________
36 | P a g e
Annexure 9
UNDERTAKING LETTER - CONFIDENTIALITY

(Undertaking from the bidder on their company‟s letter head)
We (and our employees) shall not, unless Bank gives permission in writing, disclose
any part or whole of this RFP document, of the proposal, and / or contract, or any
specification, plan, sample or information furnished by the Bank, in connection
therewith to any person other than a person employed by the bidder in the
performance of the proposal and/or contract. Disclosure to any such employed person
shall be made in confidence and shall extend only as far as may be necessary for
purposes of such performance. The employees engaged by us will maintain strict
confidentiality.
We (and our employees) shall not without prior written consent from the Bank make
use of any document or information given by the Bank, except for purposes of
performing the contract award.
In case of breach, the Bank shall take such legal action as deemed fit.
Signature and seal of authorized person
Date:
Place:
37 | P a g e
Annexure – 10
UNDERTAKING/DECLARATION
The bidder(s) shall furnish the following Undertaking as part of the proposal (Company
Letter Head)
“We hereby undertake and declare that we fulfill the eligibility criteria prescribed in
the Request for Proposal (RFP) of Canara Bank dated 08.11.2019 for Selection of
Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio of
proposed amalgamation of Canara Bank and Syndicate Bank.
It is certified that we have not been black listed/debarred by any authority in the
past and also in the caution list of IBA.
It is certified that no conflict of interest exists in Canara Bank and Syndicate Bank as
on date except as disclosed explicitly and if in future such a conflict of interest
arises we will intimate the same to Canara Bank. Further, we hereby undertake that
the decision taken by the Selection Committee of Canara Bank regarding the
qualified Bidder shall be binding upon us”
(Signature, name and designation of the authorised signatory)
38 | P a g e
Annexure – 11
NON-DISCLOSURE AGREEMENT
This reciprocal NON-DISCLOSURE AGREEMENT (the “Agreement”) is made at Bengaluru

between:
CANARA BANK, a body corporate and a premier Public Sector Bank, established in the
Year 1906 and nationalized under the Banking Companies (Acquisition and Transfer of
Undertakings) Act, 1970 and having its Head Office at 112. J C Road, Bengaluru -
560002, India
(hereinafter referred to as “CANARA BANK”, which expression shall, unless repugnant

to the meaning or context thereof, be deemed to include its successors and permitted
assigns);
AND
M/s.------------- (hereinafter referred to as “Firm/Group” which expression shall

unless repugnant to the subject or context thereof, shall mean and include its
successors and permitted assigns) of the OTHER PART;
Canara Bank and the Firm are hereinafter collectively referred to as „The Party‟.
The Party that discloses confidential information to the other party shall be referred
to as the „Disclosing Party‟ and the Party that receives such confidential information
from the other party shall be referred to as the „Receiving Party‟.
The terms „Receiving Party‟ and „Disclosing Party‟ shall include each party‟s
subsidiaries, associates, parents and their respective directors, officers and
employees and the rights and obligations of the parties hereto therefore shall insure
to such entities.
And Whereas
1. M/s.---------- is carrying on business of Merchant Banking Services, and has agreed

to undertake to provide Fairness Opinion on the Share Exchange Ratio and other related
tasks.
2. For purposes of advancing their business relationship, the Parties would need to
disclose certain valuable confidential information to each other. Therefore, in
consideration of covenants and agreements contained herein for the mutual disclosure
39 | P a g e
of confidential information to each other, and intending to be legally bound, the

parties agree to terms and conditions as set out hereunder:
1. Confidential Information and Confidential Materials

(a) “Confidential Information” means non-public information that Disclosing Party
designates as being confidential or which, under the circumstances surrounding
disclosure ought to be treated as confidential. “Confidential Information”
includes, without limitation, a copy, abstract, sample, note or module thereof
and Disclosing Party‟s business policies, practices, methodology, policy design
delivery, and information received from others that Disclosing Party is
obligated to treat as confidential. Confidential Information disclosed to
Receiving Party by any Disclosing Party Subsidiary and/ or Agents is covered by
this agreement.
(b) Notwithstanding the forgoing, Confidential Information shall not include any
information that: (i) is now or subsequently becomes publicly available without
Receiving Party‟s breach or any obligation owed to Disclosing Party; (ii)
becomes known to Receiving Party prior to Disclosing Party‟s disclosure of such
information to Receiving Party; (iii) became known to Receiving Party from a
source other than Disclosing Party; or (iv) is independently developed by
Receiving Party,
(c) “Confidential Materials” shall mean all tangible materials containing
Confidential Information, including without limitation written or printed
documents and computer disks, tapes or drives, whether machine or user
readable.
2. Restrictions
(a) Each party shall treat as confidential the Contract and any and all information
(“Confidential Information”) obtained from the other pursuant to the Contract
and shall not divulge such information to any person (except to such party‟s
own employees and other persons and then also only to those employees and
persons who need to know the same) without the other party‟s written consent
provided that this clause shall not extend to information which was rightfully in
the possession of such party prior to the commencement of the negotiations
leading to the Contract, which is already public knowledge or becomes so at a
future date (otherwise than as a result of a breach of this clause). Receiving
Party will have executed or shall execute appropriate written agreements with
its employees and consultants specifically assigned and/or otherwise, sufficient
to enable it to comply with all the provisions of this Agreement. If the service
Provider shall appoint any Sub-Contractor, the Service Provider may disclose
confidential information to such Sub-Contractor subject to such Sub-Contractor
giving the Bank an undertaking in similar terms to the provisions of this clause.
(b) Receiving Party may disclose Confidential Information in accordance with

judicial or other governmental order to the intended recipients (as detailed in
40 | P a g e
this clause), provided Receiving Party shall give the Disclosing Party reasonable
notice (to the extent reasonably possible) prior to such disclosure and shall
comply with any applicable protective order or equivalent. The intended
recipients for this purpose are:
(i) Statutory Auditors of CANARA BANK and

(ii) Regulatory authorities regulating the affairs of CANARA BANK and
inspectors and supervisory bodies thereof
(c) Unless otherwise mentioned in this agreement, Confidential Information and

Confidential Material may be disclosed, reproduced, summarized or distributed
only in pursuance of Receiving Party‟s business relationship with Disclosing Party
and only as otherwise provided hereunder. Receiving Party agrees to segregate
all such Confidential Material from the Confidential Material of others in order
to prevent mixing.
(d) Receiving Party may not reverse engineer, decompile or disassemble any
information marked as confidential disclosed to Receiving Party.
3. Rights and Remedies
(a) Receiving Party shall notify Disclosing Party immediately upon discovery of any
unauthorized use or disclosure of Confidential Information and/ or Confidential
Materials, or any other breach of this Agreement by Receiving Party, and will
cooperate with Disclosing Party in every reasonable way to help Disclosing
Party regain possession of the Confidential Information and/ or Confidential
Materials and prevent its further unauthorized use.
(b) Receiving Party acknowledges that monetary damages may not be the only
and/ or a sufficient remedy for unauthorized disclosure of Confidential
Information and that Disclosing Party shall be entitled, without waiving any
other rights or remedies (as listed below), to injunctive or equitable relief as
may be deemed proper by a Court of competent jurisdiction.
i. Suspension of access privileges

ii. Financial liability for actual, consequential or incidental damages
iii. Termination of contract.
4. Miscellaneous
(a) All Confidential Information and Confidential Materials are and shall remain the
property of Disclosing Party. By disclosing information to Receiving Party,
Disclosing Party does not grant any expressed or implied right to Receiving
41 | P a g e
Party to disclose information under the Disclosing Party patents, copyrights,

trademarks, or trade secret information.
(b) Any document provided under this Agreement is provided with restricted
rights.
(c) Neither party grants to the other party any license, by implication or
otherwise, to use the Confidential Information, other than for the limited
purpose of evaluating or advancing a business relationship between the parties,
or any license rights whatsoever in any patent, copyright or other intellectual
property rights pertaining to the Confidential Information.
(d) The terms of confidentiality under this Agreement shall not be construed to
limit either party‟s right to independently develop or acquire product without
use of the other party‟s Confidential Information. Further, either party shall be
free to use for any purpose the residuals resulting from access to or work with
such Confidential Information, provided that such party shall maintain the
confidentiality of the Confidential Information as provided herein. The term
„residuals‟ means information in non-tangible form, which may be retained by
person who has had access to the Confidential Information, including ideas,
concepts, know-how or techniques contained therein. Neither party shall have
any obligation to limit or restrict the assignment of such persons or to pay
royalties for any work resulting from the use of residuals. However, the
foregoing shall not be deemed to grant to either party a license under the
other party‟s copyrights or patents.
(e) This agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof. It shall not be modified except by a
written agreement dated subsequently to the date of this Agreement and
signed by both parties. None of the provisions of this Agreement shall be
deemed to have been waived by any act or acquiescence on the part of
Disclosing Party, its agents or employees, except by an instrument in writing
signed by an authorized officer of Disclosing Party. No waiver of any provision
of this Agreement shall constitute a waiver or any other provision(s) or of the
same provision on another occasion.
(f) Subject to the limitations set forth in this Agreement, this Agreement will
insure to the benefit of and be binding upon the parties, their successors and
assigns.
(g) If any provision of this Agreement shall be held by a Court of competent
jurisdiction to be illegal, invalid or unenforceable, the remaining provisions
shall remain in full force and effect.
(h) All obligations created by this agreement shall survive change or termination of
the parties‟ business relationship.
42 | P a g e
5. Term
This agreement shall be effective from the date mentioned hereafter and shall
continue till expiry or termination of this agreement due to cessation of business
relationship between the parties or three years from date of receipt of the
relevant Confidential Information, whichever is later. Nothing contained in this
clause shall be applicable to customer information shared amongst the parties, the
duty of confidentiality of which shall be perpetual.
6. Return of information
The parties agree that upon expiry or termination of this agreement or any time
during its currency and at the request of the Disclosing Party, the Receiving Party
shall promptly (and in any case within 14 days) deliver to the Disclosing Party all
copies of Confidential Information in its possession or under its direct control and
shall destroy all memoranda, notes and other writings prepared by the Receiving
Party or its officers, employees, advisors, to the extent the same are based on
Confidential Information.
7. Governing Law
The provisions of this Agreement shall be governed by and interpreted in

accordance with the laws of India and the parties hereby agree to submit to the
exclusive jurisdiction of the courts in Bengaluru.
8. Suggestions and Feedback
Either party from time to time may provide suggestions, comments or other
feedback to the other party with respect to Confidential Information provided
originally by the other party (hereinafter “feedback”). Both parties agree that all
Feedback is and shall be entirely voluntary and shall not in absence of separate
agreement, create any confidentially obligation for the Receiving Party. However,
the Receiving Party shall not disclose the source of any feedback without the
providing party‟s consent. Feedback shall be clearly designated as such and,
except as otherwise provided herein, each party shall be free to disclose and use
such Feedback as it sees fit, entirely without obligation of any kind to other party.
43 | P a g e
The foregoing shall not, however, affect either party‟s obligations hereunder with
respect to Confidential Information of other party.
Dated this _______ day of _________ 2019 at ________.
For and on behalf of Canara Bank :
Name
Designation
Place
Signature
For and on behalf of M/s.----------------
Name
Designation
Place
Signature
44 | P a g e
Annexure – 12
CHECKLIST
SL Envelope
DETAILS YES/NO
NO No.
1 Authorisation Letter for attending Bid Opening – Annexure - 5
1 Duly signed authority letter (company letterhead) authorizing the
2
(Unsealed) executants to sign the bid on behalf of the firm
3 Signed Checklist – Annexure - 12
Technical Bid
Application Money (DD) (in a separate cover, marked as “application
4
money”)
5 Earnest Money Deposit (DD) (in a separate cover, marked “EMD”)
6 Covering Letter for Technical Offer – Annexure - 1
Copy of Article and Memorandum of Association / Partnership deed or
Proprietorship deed, if any. In case of Article/Memorandum of Association,
7
the Scope of Merchant Banking services as part of business of the
firm/company. – Annexure 2
8 Certificate of incorporation – Annexure 2
2 SEBI Registration certificate – Annexure 2
(sealed) Copy of GST Registration, latest Income Tax Return / PAN Card – Annexure
9
–2
Particulars in respect of Selection of SEBI Registered Category I Merchant
10 Banker to provide Fairness Opinion on the Share Exchange Ratio of
proposed amalgamation of Canara Bank and Syndicate Bank - Annexure – 3
11 Profile of Partners/Members/Directors – Annexure – 4
Pre- Contract Integrity Pact – Annexure – 6 (stamped as per place of
12
execution)
13 Undertaking Letter – Confidentiality – Annexure - 9
14 Undertaking /Declaration – Annexure - 10
15 Stamped Non Disclosure Agreement – Annexure - 11
Commercial Bid
3
16 Commercial Offer Covering Letter – Annexure – 7
17 (sealed) Commercial Bid – Annexure - 8
Please Note:
The Bidder to check the contents of each of the THREE (3) Envelopes and submit the proposal
in a SINGLE MASTER COVER (THREE Envelopes).
Date: Signature with Seal

Name:
Designation:
45 | P a g e

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RFP Fairness Finalv2

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REQUEST FOR PROPOSAL (RFP)

RFP Reference No: FM&S Wing/ BSCA/ RFP/04/2019-2020

BID DETAILS IN BRIEF

1. RFP No. and Date FMS Wing/BSCA/RFP/04/2019-20 dt 08/11/2019

1.1. About Canara Bank

e) Regional Rural Banks sponsored by the Bank:

5.3. Award of Contract:

 Example, combined score of bidder A = 70 (Technical score of bidder A/Highest Technical

 In case of Successful Bidder(s) withdraws/fails to accept the contract within the

6.1.1. Two Stage Bidding Process

6.1.2. Format and signing of Bid

6.1.3. Technical Bid

On 27.11.2019, Commercial Bid will be opened after completion of presentations

6.1.5. Envelope 1 (unsealed):

c. Signed Checklist – Annexure - 12

6.1.6. Envelope 2 (sealed):

a. Application Money Demand Draft should be enclosed in a separate cover marked

6.1.7. Envelope 3 (sealed):

a. The Financial Bid. (Annexures 7 & 8).

6.2. Bid Document:

6.3. Application Money:

6.3.2. Application Money must be submitted in a separate cover marked ”APPLICATION

6.4.2. No interest shall be payable on EMD.

7. TERMS & CONDITIONS:

10. GENERAL CONDITIONS:

10.2. Force Majeure:

10.3. Canara Bank’s Discretion:

10.4. Obligations of the Successful Bidder:

10.5. Corrupt & Fraudulent Practices:

10.5.3.“Corrupt Practice” means the offering, giving, receiving or soliciting of anything of

10.5.4.“Fraudulent Practice” means a misrepresentation of facts in order to influence a

10.7. Evaluation of Offer:

10.8. Authentication of Erasures/Overwriting etc.:

10.9. Cost of Bidding:

10.10. Modification & Withdrawal:

10.11. Governing Law and Disputes:

10.12. Amendment of Bidding Documents:

10.13. Bank’s Right to Accept or Reject any Bid or All Bids:

10.14. Deadline for Submission of Bids:

10.15. Termination of the Contract:

11. Other Instructions

11.4. The proposal should be free of overwriting/ corrections / alterations.

For Canara Bank

(COVERING LETTER) TECHNICAL OFFER

(Letter to the Bank on the Firm letterhead)

(Name and Designation, seal of the firm)

Encl: Technical Offer in sealed envelope.

Request for Proposal “SEBI Registered Category I Merchant Banker to provide

Reference Number: FM&S Wing/ BSCA/ RFP/04/2019-2020 dated 08/11/2019

Dated this ....... day of ............................ 2019

Duly authorized to sign Proposal for and on behalf of __________________________

(Signature, name and designation of the authorized signatory)

Note: Client Certificate/Contract with client in support of the information above

1. Name of the Person :

4. Phone Number Office :

5. Date since working in the Firm :

Dated this ....... day of ............................ 2019

Duly authorized to sign Proposal for and on behalf of __________________________

Subject: Authorization Letter for attending the Bid Opening

The specimen signature is attested below:

Specimen Signature of Representative

Signature of Authorizing Authority Signature of Attesting Authority

Name of Authorizing Authority

Dated this ___ day of _ 2019 at ____.