RFP Fairness Finalv2
RFP Fairness Finalv2
TO
PROVIDE FAIRNESS OPINION ON THE SHARE EXCHANGE RATIO FOR THE PROPOSED
AMALGAMATION OF CANARA BANK AND SYNDICATE BANK
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
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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
1. INTRODUCTION
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.
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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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.
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.
6. BID PROCESS:
6.1. Submission of Proposal:
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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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.
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.
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.
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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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).
6.2.1. 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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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.
6.4.3. 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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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.
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.
10.3.1. 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.
10.4.1. 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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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.
10.5.1.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.
10.5.5.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.
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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
Any inter-lineation, erasures or overwriting shall be valid only if the person(s) signing
the bid authenticates the same by affixing his signature.
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.
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.
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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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.
GENERAL MANAGER
Place: Bengaluru
Date: 08/11/2019
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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
Annexure -1
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,
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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
Annexure 2
TECHNICAL BID
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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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
PAN number……………………………
GST number…………………………..
Name-
Address-
Designation-
References of Two Clients (Optional)
Contact Phone
Numbers-
e-mail id-
_________________________________ ________________________________
(Signature) (In the capacity of)
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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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
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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
Annexure 4
PROFILE OF PARTNERS/MEMBERS/DIRECTORS
2. Office Address :
3. E-mail ID :
6. Professional Qualifications :
7. Present Designation :
8. Experience :
_________________________________ ________________________________
(Signature) (In the capacity of)
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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
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
Financial Management & Subsidiaries Wing
Head Office, 112 J C Road
Bangalore
Sir/Madam,
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.
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Annexure - 6
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
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Request For Proposal (RFP) For Selection of Merchant Banker to provide Fairness Opinion on the Share Exchange Ratio
The parties hereto hereby agree to enter into this integrity Pact and agree as follows:
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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4.5. 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.
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5. PREVIOUS TRANSGRESSION
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.
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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
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.
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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.
13. VALIDITY
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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)
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Annexure: 7
COMMERCIAL OFFER
(To be furnished in the company‟s letter head)
To:
General Manager
Canara Bank
BSCA Section
Financial Management & Subsidiaries Wing
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 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,
Place
Date
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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.
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.
________________________________ ________________________________
(Signature) (in the capacity of)
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Annexure 9
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.
Date:
Place:
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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”
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Annexure – 11
NON-DISCLOSURE AGREEMENT
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
AND
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
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
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(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.
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:
(d) Receiving Party may not reverse engineer, decompile or disassemble any
information marked as confidential disclosed to Receiving Party.
(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.
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
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(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.
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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
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.
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The foregoing shall not, however, affect either party‟s obligations hereunder with
respect to Confidential Information of other party.
Name
Designation
Place
Signature
Name
Designation
Place
Signature
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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).
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