वसलूी ववभाग Recovery Department

प्रधान कार्ाालर् Head Office

STAR House, C-5, ‘G’ Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051.

Tel: 022-66684571, Fax: 022-66684584 e-mail: Headoffice.AR@bankofindia.co.in

Expression of Interest for empanelment of Financial Advisor (FA) for sale of financial assets to ARCs / Banks / FIs / NBFCs

Bank of India, Body Corporate constituted under the Banking Companies

(Acquisition and Transfer of Undertaking) Act, 1970 invites expression of interest

from reputed financial advisors having experience in handling impaired financial

assets of public sector banks for carrying out the activities relating to the preparation

of portfolio of financial assets such as due diligence, evaluation and allied matters,

latest by 27.06.2017, 4.00 pm along with technical bid and commercial bid in

separate sealed envelopes to the Dy. General Manager Recovery Department,

Head Office. For further details, please refer tender section at Bank’s corporate

website i.e. www.bankofindia.co.in

General Manager (RD)

Timelines:

Particulars Date Time

1 Last date for receipt of EOI from FAs 27.06.2017 4.00 pm

2 Opening of technical bids 28.06.2017 11.00 am

3 Presentation by qualified bidders (tentative)

28.06.2017 3.30 pm

4 Opening of financial bids (tentative) 28.06.2017 5.00 pm

PS: EOI should be should submitted in Bank’s format only (Annexure A to E) by copying the matter in applicant’s letterhead.

I. Broad Scope of Services of Financial Advisor:

1. Phase I - Sale Preparation

i) Information and Data room preparation

a) This would involve putting together identifying, collating and pooling together Information required for setting up the data room. Typically data room information would include:

- A financial checklist carrying information on key characteristics of every loan account including NPA portfolio. This checklist also provides information available on every loan account.

- A legal checklist carrying on legal status of each loan account.

- Relevant documentation and case files.

b) Financial Advisor (F.A.) shall provide the checklist formats and assist the Bank in identifying the information to be pooled together for investor due diligence. Financial Advisor's team shall work closely with the bank team in completion of financial checklists and in identifying information required from the case files. Bank's legal team/legal advisor will prepare the legal check list. F.A. shall validate the legal checklists and information provided by the bank and revert with comments within 3 working days. This timeline assumes that information would be provided in the corporate office of the bank or the office/place decided by the bank for the specific portfolio of NPA for sale.

ii) Valuation

Financial Advisor (F.A) shall provide guidance to Bank on the estimated realizable value of the individual asset/portfolio. This could serve as a basis for the bank for settling the reserve price.

However, the valuation of the under lying securities/ collateral shall be arranged by the bank through its approved valuers where ever needed.

iii) Design the due diligence process and data room management. Financial Advisor shall cover the following aspects in discussion with the Bank:

- Appropriate communication channels for the dissemination of information.

- The type of data room - web based data room/physical data room - to be used.

- The extent and nature of information to be provided in the data room, and

- Timing and length of the diligence.

The F.A. will assist the bank in managing the due diligence process from preparation to scheduling, making policing and managing the data room.

iv) Data Room Management

a) To co-ordinate with the bank in setting up the data room. While the bank personnel will be primarily responsible for collecting the relevant information, Financial Advisor (F.A.) would validate all information before it is place in the data room. In case a web based data room is used, the bank would provide the F.A. with soft copies of the relevant account/case documents for uploading on to the website.

b) To advise the bank as to the effective format, contents and presentation of the Preliminary Information Memorandum (PIM)and will draft the final document for the Bank’s approval. However Bank's team will be mainly responsible for the collection of information to be included in the PIM. The Bank recognizes that an efficient and effective Data Room management is key to the success of Sale of Assets.

v) Marketing

- To initiate formal contact, solicit, follow-up, and engage for bidding, an appropriate number of qualified buyers. This will be done through a range of media, including, direct telephone, written and email contact, through the use of our website for the sale and through one-on-one meetings with prospective buyers.

The FA shall act as a market maker for the assets that are proposed to be sold and shall ensure that proper marketing is done for these assets.

2. Phase 2 – Execution

The entrusted party will manage the overall sale execution, from transaction staging to process co-ordination. The details are as under:

i) Develop a complete and thorough transaction(s) timeline(s) that outlines all contemplated steps, identifying key milestone dates, and work with the Bank team to identify who will be responsible for each of the tasks.

ii) Recommend a set of criteria on the acceptability or otherwise of bid/s received for the NPA pool that will be sold.

iii) Design a process and means of communication with bidders, including initial contact, provision of general information, accumulating and organizing all bidder correspondence and questions, and relaying them to the appropriate bank personnel. Financial Advisor (F.A) will also organize and integrate all correspondence from Bank to the bidders in the transaction.

iv) F.A shall be responsible for coordinating, receiving and communicating the receipt, secure transfer, and ultimately bank's decision as to a winning bidder, between the bidders and the Bank.

v) Lead negotiations and discussions with bidders on behalf of the bank, if and to the extent required. The bank will be responsible for any decision taken as to the acceptability of any offer received.

vi) Work together with the bank's counsels to ensure the timely delivery, negotiation and drafting of all necessary documentation relating to the transaction/s. However, Bank will provide assistance to F.A. in sale preparation and execution phases for following key roles:

a) Conduct legal due diligence - involves checking of loan agreements, security documents and where necessary, advising the bank to obtain updates or missing information to the extent possible.

b) Assessing recovery strategies and determining likely timings and outcomes of legal action (e.g. Foreclosure processes).This is important so as to understand when cash will be received as part of the recovery process.

c) The FA will advise the Bank in finalizing the Tender document along with standard terms and conditions of Cash / Cash + SR transactions, pooling of accounts in tranches / baskets based on location of assets / stamp duty implications etc, management fee structure, upside sharing ratio etc in line with the prevailing structures of transactions for sale of NPAs by Banks to ARCs/Banks/FIs/NBFCs. The FA will facilitate timely delivery, negotiation and drafting of all necessary documentation relating to the transactions & processes including the Offer Document, Trust Deed, all legal documentation like Confidentiality Agreements, Sale & Purchase Agreements, Bid letters, Bid bonds, etc so that the bank can derive maximum possible recovery through the sale. FA shall provide information on acquisition status by ARCs in consortium/ multiple finances accounts.

vii) Work along with the bank personnel and counsels to ensure timely, efficient and complete closing the transaction/s.

viii) FA to ensure that Trust Deed/Offer document/Assignment Deed are prepared and all the process of sale is conducted in conformity with RBI/CVC/IBA guidelines.

II. Eligibility 1) The company/Firm must have more than three years experience in handling Portfolios of Sale of Assets of Banks / FIs .

2) The company/Firm must have carried out similar exercise for Public Sector Banks with a good success rate.

3) The company/Firm must have sufficient man power of professionals / infrastructure to accomplish time bound task.

III. Process of Selection 1) Interested parties have to submit expression of interest along with Technical and Commercial bids in two separate envelops.

2) Technical bids shall be opened in the presence of bidders.

3) Parties short listed based on technical bids will be called for giving presentation before the Screening Committee of the Bank.

4) Financial bids of the short listed parties will be opened, in presence of short listed bidders.

5) Screening Committee (SC), based on the presentation and commercial bids will approve the panel of Financial Advisors, which shall be valid for one year from the date of approval by SC or till completion of sale process initiated during the empanelment period.

IV. General Terms and Conditions

Acceptance of the Offer: Soon after the Bank approves the successful firm/ company, it will send to the firm/company its offer incorporating all agreements between the parties. Within three days of receipt of the Offer, the successful firm/company shall sign and affix the date on duplicate copy of the Offer and return it to the Bank as an endorsement for acceptance.

Substitution of Project Team Members: During the assignment, the substitution of key staff identified for the assignment will not be allowed unless agreed to by the Bank.

Professionalism: The firm/company should provide professional, objective and impartial advice at all times and hold the Bank’s interests paramount and should observe the highest standard of ethics while executing the assignment.

Privacy of data/information: The firm/company will maintain privacy of data shared to it by the Bank and keep the shared data/information confidential.

Inquiry: The Bank reserves the right to ascertain information from the clients to which the firm/company has rendered their services for execution of any projects.

Terms of Payment: The firm/company’s fees shall be paid based on invoices raised by the firm/company, subject to meeting the deliverables detailed in the Contract.

Authorized Signatory: The selected firm/company shall indicate the names, contact details (address, email, telephone, mobile, fax) and designation of the authorized signatories who can discuss and correspond with the Bank, with regard to the obligations under the Offer.

Applicable Law and Jurisdiction of Court: The Contract with the selected firm/company shall be governed in accordance with the Laws of India for the time

being in force and will be subject to the exclusive jurisdiction of Courts at Mumbai (with the exclusion of all other Courts).

Assignment: Neither the contract nor any rights granted under the contract may be sold, leased, assigned, or otherwise transferred, in whole or in part, by the firms/companies, and any such attempted sale, lease, assignment or otherwise transfer shall be void and of no effect without the advance written consent of the Bank.

Subcontracting: The firm/company shall not subcontract or permit anyone other than its personnel to perform any of the work, service or other performance required of the firm/company under the contract.

Fair practice Code: The firm/company should not be involved in any legal case/black list by any Government Agency/RBI

V. Conditions 1) Empanelment will be valid for one year from the date of approval of panel by

the bank.

2) Bank may engage them from time to time for all or anyone or more of the aforesaid purposes on negotiated fee.

3) Bank has sole right to reject bid of any of the bidder at its discretion without assigning reason/explanation for such act.

4) Items enlisted under the head 'Execution' of Phrase is not exhaustive and is only indicative. Bank may add or delete or modify the said item/s. The said items are to be executed in consultation with Bank's personnel identified for the purpose/ connected with the activity.

5) Bank may amend/ alter any of the items of empanelment of FA without giving prior notice.

6) The selected Financial Advisors shall execute Non Disclosure Agreement and Service Level Agreement in Bank’s format and to the satisfaction of the Bank

VI. DISCLAIMER

Disclaimer: This EOI has been prepared solely to assist the Bank for carrying out the activities relating to the preparation of portfolio of financial assets such as due diligence, evaluation and allied matters The EOI document is not a recommendation, offer or invitation to enter into a contract, agreement or other arrangement in respect of the services. Costs Borne by Applicants/bidders: All costs and expenses incurred by the firm/company in any way associated with the development, preparation, and submission of responses, including but not limited to attendance at meetings, discussions, demonstrations, etc. and providing any additional information required by the Bank, will be borne entirely and exclusively by the firm/company.

No Legal Relationship: No binding legal relationship will exist between any of the firm/company and the Bank until execution of a definitive agreement. Evaluation of Offers: Each firm/company acknowledges and accepts that the Bank may, in its absolute discretion, apply whatever additional criteria it deems appropriate in the selection of firm/company, not limited to those selection criteria set out in this EOI document. Disqualification: Any form of canvassing/lobbying/influence etc by the firm/company will result in disqualification of such firm/company. Restriction on Consortium: The EOI should be made by an individual firm/company. Consortium shall not be allowed. Bank’s discretion: The Bank reserves the right to cancel the whole process and no further reference shall be entertained on this matter. The Bank reserves the right to accept or reject or short list prospective firms/companies based on the evaluation done by it and no further reference shall be entertained on this matter. Based on the responses to this EOI, firms/companies would be short-listed and, if required, would be invited to make presentations on their proposal. This is only an EOI. No contractual obligation on behalf of the Bank, whatsoever shall arise from this EOI process, unless & until a formal contract is signed and executed by duly authorised officers of the Bank and the applicant bidder. GENERAL MANAGER Recovery Department

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Sl. No.

Documents Whether enclosed (Yes / No)

1 Particulars of Respondent as per Annexure B to EOI

2 Details of Technical competence as per Annexure C to EOI

3 List of clients as per Annexure D to EOI

4 Audited Financial Statements (Balance sheet and Profit & Loss Account for the l a s t t h r e e years)

5 Details for commercial bid Annexure E to EOI

6 Copy of Certificate of incorporation of the company / LLP / Partnership Deed along with profile of the Respondent.

ANNEXURE (A)

Response to EOI

To, The General Manager, Bank of India, Recovery Department, Head Office, STAR House, C-5, ‘G’ Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400051 Tel: - 022 66684571 Email: Headoffice.AR@bankofindia.co.in Dear Sir,

Re : Expression of Interest for empanelment of Financial Advisors for management of Portfolio Sale of Non Performing Assets ----------------------------------------------------------------------------

We refer to your advertisement dated __________ inviting "Expression of Interest" from Service Providers for outsourcing preparation & management of portfolio sale of NPAs. In response to the above, we submit herewith our "Expression of Interest" document as per the format prescribed by the Bank along with all necessary documents, as listed in the following table of contents: Table of Contents

We hereby declare that we have read and understood the terms and conditions mentioned in the EOI Document issued by Bank of India for Empanelment of Financial Advisors for management of portfolio sale of Non Performing Assets and we agree to be bound by the same. We hereby certify that all the information furnished in this EOI document is true and correct to the best of our knowledge and belief. We understand that in case any of the information provided by us is found incorrect or not in conformity with the requirements of the Bank, this EOI may summarily be rejected. Signature of Authorised Signatory Name: Designation: Company’s / Firm’s Stamp/Seal:

ANNEXURE (B)

Particulars of Respondent

No. Particulars Details

1 Name of the Company/Firm

2 Constitution (whether Public / Private Limited Company / LLP / Partnership firm)

3 Date of incorporation

4 Address of Registered Office

5 Address for communication

6 Names of Directors / Partners (with brief introduction)

1 2 3 4 5 6 (Attach separate sheet if required)

Signature of the Authorised Signatory Name: Designation: Company’s / Firm’ stamp/seal:

ANNEXURE (C) Technical Competence / Infrastructure 1. Number of branches/offices : 2. Geographical area of operations. : 3. Since when in the activity. : 4. Portfolios handled/ managed :

Sl No.

Banks / FIs on whose behalf

managed

Month & Year of Auction

Number of accounts

Amount (in Rs. Crore)

Whether successful (if yes give details)

Accounts Amount in lakhs

5. Technical resources / infrastructure available:

Sr No.

Particulars of services available

Status of Availability

Whether own or outsourced

Remarks

1 Legal / Documentation

2 Financial 3 Valuation 4 ROC Search 5 Marketing of portfolio 6 Own website

6. Accreditation certification if any (give details) 7. Affiliations. 8. Strategies /structures proposed for accomplishing the task. 9. Methodologies proposed to extract highest value from the portfolio sale 10. Infrastructure for market survey and execution of assigned job. Signature of Authorised Signatory Name: Designation: Company's / Firm’s stamp I seal:

ANNEXURE (D) List of Clients

S.No. Name and address of the clients

Scope of Services provided

Was the Sale successfully concluded

1

2

3

4

(Please attach separate sheets if required) Signature of Authorised Signatory Name: Designation: Company's / Firm’s stamp I seal:

Page 13 of 14

ANNEXURE- (E)

FORMAT FOR COMMERCIAL BIDS

Sr. No.

Particulars Quotation

a). Success based fee on cash received from the bidder (excluding Bank SRs)

b). Success based fee on sale amount received from the bidder (including Bank SRs)

The quote should be given for both options. The bank, at is discretion, may choose option `a’ or `b’ payable on successful bids. The option will be exercised by the Bank initially for the portfolio.

S.No. Details of activity in brief

1

Information and Data Preparation a) Financial Check-list- carrying information on key characteristics of each account included in NPA b) Legal Check-list - Carrying information on legal status of each account. c) Relevant documentation and account file

2

Valuation of assets - Guidance to Bank on the estimated value of portfolio which could serve as a basis for the Bank for settling the reserve price.

3

Designing the due diligence process and data room management a) Appropriate communication channel for the dissemination of information b) Type of Data Room - Web base data room or Physical data room c) The extent and nature of information to be provided in the data room - to be used

4

Developing a complete and thorough transaction timeline that outlines all contemplated steps, identifying key milestone dates.

5

Negotiation and drafting of all necessary documentation relating to the transactions & processes including the Offer Document, Trust Deed, all legal documentation like Confidentiality Agreements, Sale & Purchase Agreements, Bid letters, Bid bonds, etc. so that the bank can derive maximum possible recovery through the sale.

6 Provide information on acquisition status by ARCs in consortium/ multiple finances accounts.

7 Recommend a set of criteria on the acceptability of bids received from the NPA pool

Page 14 of 14

8

Design a process and means of communication with bidders, including initial contacts, provision of general information, accumulating and organizing all bidder correspondence and queries and replying them to appropriate Bank personal. Initiate all correspondence from Bank to the bidders in the transaction

9 For coordinating, receiving and communicating receipts, secure transfer and Bank's decision to a winning bidder

10 Negotiations and discussions with bidders on behalf of the Bank, if required.

11

To ensure that Trust Deed/Offer document/Assignment agreement /etc. are prepared and all the process of sale is conducted in conformity with RBI/CVC/IBA guidelines