idbi bank limited response to pre-bid queries to …...response to pre-bid queries - rfp for...

IDBI Bank Limited

Response to pre-bid queries to Request for Proposal For Engagement of Consultants for “Implementation of Indian Accounting Standards (Ind AS)”

Response to Pre-bid queries - RFP for Engagement Of Consultants For Implementation of IFRS converged Indian accounting Standards (IND AS)

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The Bank had issued the Request for Proposal (RFP Reference No. FAD/70/2016-2017 dated August 22, 2016) to the

bidders for the “Engagement of Consultants for Implementation of Ind AS”. As per the terms of the RFP document the last date and

time for receipt of written queries for clarification from bidders was August 29, 2016. In respect of same Bank has received pre bid

queries from some bidders. Accordingly, replies to these pre bid queries are given as under. This document covers additions,

corrections and clarifications to the queries raised by the Bidders, as well as other additional information which Bank considered

essential to be furnished to the Bidders to gain a better understanding of the Bank’s requirements as part of the RFP. All efforts

have been made to provide the maximum available information and answer the pre-bid queries submitted by the Bidders. The

Bidders are required to consider the information provided in this document as the latest guidelines. The Bidders have been

provided with the clarifications and details through this document. However the questions pertaining to details that were already

provided in the RFP have not been answered. Please treat this document including the entire Pre-Bid Queries Responses provided

by the Bank as an integral part of the RFP document issued. Only the sections, clauses, terms referred in this document are

revised/updated to the extent revised/clarified. All other terms and conditions of the RFP document remain unchanged.


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S. No Reference Query Bank's Reply/ Clarification

1 Annexure B-3 The Annexure requires the profit and revenue details for the last three financial year ended 31.3.2016. Since the numbers for this year are still in process of finalisation, it will not possible for the statutory auditors to provide the certificate for this year. We request you to consider last three year ended 31.3.2015

The bidder must submit certificate as per Annexure B-3 for the last three financial year ending on 31.03.2015 based on the audited results. Provisional financials for the year ended 31.03.2016 may also be provided.

2 Annexure B3 With regards to Profitability details, we would not be able to provide you with the exact revenue and profitability numbers of the firm or network. However, we can provide the statutory auditor's certificate for the threshold limits.

RFP terms stands

3 Annexure B5 Can we include executive directors name which are equivalent to partner in Private Limited Company of the network.

RFP terms stands

4 Annexure B6 Can we include staff which are MBAs from B school working for the network of firm/ Private limited Company of Firm.

RFP terms stands

5 Annexure E - (point 3 of Phase I)

Phase I requires the likely impact of Ind AS implementation on business including profit planning and budgeting, taxation, capital planning, capital adequacy etc.? To what extent would the bidding firm be involved in such activities is not very clear. We understand that it would be restricted to guiding IDBI in understanding the high level impact. Also no separate detailed report would be issued to critically evaluate the details of taxation, Capital adequacy and capital planning.

Bidder is expected to submit a report on likely impact of Ind AS implementation on business including profit planning and budgeting, taxation, capital planning, capital adequacy etc. and suggest strategies to optimise the impact. Report should be both qualitative and quantitative.


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6 Annexure E - Phase 2 Point 3

Scope provide "Assist the bank in redesigning the credit assessment process by modifying credit appraisal and monitoring policies, credit rating policies and models and also related policies on which there will be consequential impact."

The consultant has to verify the existing credit assessment process, model, and policies and assist in revising the same in order to make it Ind-AS compliant. Other details, if required, would be shared on commencement of assignment.

Kindly explain the expectations of bank in details. How much involvement is expected from the consultant. How many models does bank have in each asset class (retail, corporate, project etc.) Please specify the scope precisely so that its easier for us to estimate the hours required in the process.

7 Annexure E - (point 7 of Phase II)

The training plan for the implementation staff is not described in detail. Could you please explain us the expectation in detail with respect to number of days, target audience, locations etc.

Consultant has to assess and design training programme(s) for Ind AS implementation team and concerned departments. The members of the implementation team and officials from various departments like Credit, Recovery, Risk Management, Information Technology, Treasury, Finance and other functional departments shall have to be trained.

8 Point 18(a) - Indemnity

As an advisor whatever services that the firm will render to IDBI, it will be assessed, monitored, reviewed before acceptance of our deliverables by IDBI management hence there is no necessity to give indemnification to the client. However as a firm we may agree to providing indemnification (maximum fees amount received) for breach of confidentiality, IPR, bodily injury/ death.

RFP terms stands.

9 Point 18(a) - Indemnity

Will the bank provide counter indemnification? No.


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10

Clarification

Will the group entities provide IFRS/ Ind AS financials for consolidation purposes? If not, please clarify the following: Will information required for conversion assistance be made available at parent Company or these Companies need to be individually co-ordinate for conversion purposes?

The group entities shall provide Ind AS financials for consolidation purpose. However, the consultant has to verify/ validate that same are as per the Ind AS requirement for the purpose of preparation of consolidated financials of IDBI Bank. Consultant is also expected to provide required guidance, if any, to subsidiaries, associate and JV for the purpose of preparation of consolidated financials of IDBI Bank.

11 Clarification Points of Deliverables, Management Responsibility, are not included. We understand that, on successful winning the bid, these terms would be included in the separate EL after mutually being agreed.

Refer to RFP.

12 Clarification We as a network of firms have the ability to draw resources from other network firms. In such cases, it will not amount to subcontracting. Please confirm the understanding.

Yes, it will amount to subcontracting. Bidder has to disclose network of firm abinitio.

13 Clarification In no circumstance we will liase with CAG or any other authority. We intent to interact with management on our advice. If there are any queries we would be happy to assist the management in responding to those queries along with the management.

Management of the Bank will only interact with authorities and assistance will be taken as and when required from the consultant.

14 Clarification Conduct Ind-AS impact assessment from the perspective of changes required in IT information systems used by Bank. The scope of the consultant is to give diagnostic report for the changes to be done in information systems. Please confirm the same.

Refer to RFP.

15 Clarification Provide the details of the IT systems used by the bank. Details, if required, would be shared on commencement of assignment.


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16 Clarification We understand that consultant will give inputs to build the model and analyse/ validate the output from such model designed by Bank. Confirm the understanding.

17 Scope - Phase I Conduct a System Assessment involving Accounting, Information Technology System of the existing accounting and reporting performed by the Bank

Refer to RFP.

1. Does the System assessment for Bank's subsidiary, JV, associates part of scope?

2. Please provide high level system landscape that will be part of scope.

Details, if required, would be shared on commencement of assignment.

18 Clarification - Annexure E - Phase 3 point 4

1. Does bank have a Credit modeling software/tool? If not, does suggestion/vendor evaluation on software procurement for ECL modeling part of scope?

Advise/guidance/inputs/assistance is required from consultant for development/ modification in IT system/ Hardware. Ind AS consultant is required to provide guidance/ inputs and assistance on an ongoing basis to the bank related to ECL model. The ECL model development shall be undertaken by the bank. The Ind AS consultant is expected to verify and validate the output of the ECL model. Any further information related to risk management setup in the Bank shall be shared with the successful bidder. Advice and guidance is required from consultant for modification in MIS.

2. Impact assessment for having Integration of ECL model with accounting and reporting system part of scope?

3.Are all the internal MIS and regulatory reports (covered under ADF) part of scope for change assessment or will it be only disclosure reports as required under Ind AS for assessment?

4. Would writing Business requirements documents/Functional specification documents for system changes, reporting changes, software and MIS changes be part of Phase I scope or Phase II scope?

5. Does suggestions on technology solution design part of scope?

19 Scope - Phase II

Communicate with IT personnel of bank and vendors to facilitate changes required in the system and also ensure that data and reports generated meet the requirement for Ind-AS

1) Yes, consultant would be required to give advice and guidance for modification in IT system/ MIS reporting.


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1. As part of this, consultant is expected to update Business requirements documents/Functional specification documents, write test scenarios and clarify to the vendor for queries on relevant changes. Kindly confirm the understanding

2) Consultant is also required to ensure that data and reports generated from the system meet the requirement for IFRS converged Ind AS.

2. Bank's staff is expected to execute the test scenarios or consultant is expected to execute the test cases and check results.

20 Scope - Phase II

Assist the bank in dry–run of accounting systems and end-to-end reporting process before the actual conversion.

Refer to RFP.

1. As part of this scope, consultant is expected to write test scenarios for Regression testing and clarify to the vendor for queries on relevant changes. Kindly confirm the understanding

2. Bank's staff is expected to execute the test scenarios or consultant is expected to execute the test cases and check results

21 Scope - Phase III

Scope provide " Assist the bank in valuation of financial instruments as per standards, validate the same for the purpose of preparing the financials of bank". Explain the role of consultant in the valuations, involvement, etc.

Refer to RFP. The consultant would be responsible for assisting & guiding the bank/ doing the valuation of financial instrument as required in accordance with the Ind AS and also validate the same.

22 Scope - Phase I Scope provides 'Submit a comprehensive “Project Report” with roadmap (including timing and sequence) and assist in implementation of Ind-AS in line with the guidelines /recommendation /instructions of Reserve Bank of India/ Ministry of Corporate Affairs/Indian Banks' Association/Institute of Chartered Accountants of India, to the satisfaction of the Bank.'

Refer to RFP.


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As a part of this scope, consultant is expected to provide inputs and assist bank for the development of model and framework for Expected Credit Loss including process & controls. Consultant will not develop the model. Consultant will be assisting the bank. Please clarify.

23 Clarification Will there be a separate EL or work order that would be entered, if we win the bid successfully.

Yes, separate letter would be issued and contract would be entered.

24 Annexure E - Phase IV - Point 4

Provide Interim solutions for IDBI Group entities not migrating to Ind-AS converged with IFRS to facilitate preparation of IDBI consolidated Ind AS financials.

The consultant need to guide the group entities in preparing the Ind AS financials for the purpose of preparation of consolidated financials of IDBI Bank and no solution on technology front is expected for subsidiaries/associate.

Query - Is the bank expecting solution on the technology front for subsidiaries/associate bank as well? Or are the consultants expected to just guide the group entities in preparing the Ind AS financials. Our assumption is that the assessment of IT systems of the subsidiaries/associate bank is not required and no technology changes need to be evaluated for them. Please confirm.

25 Annexure E - Phase II

1. Does the assistance for providing inputs for logic changes and assistance for testing of Ind AS IT information system changes also include Bank's subsidiary, JV, associates respective IT systems?

No.

26 1- Bid details 12- Preparation of proposal/ Bid 14- Proposal evaluation

Please clarify whether the scoring for evaluation of technical presentation is 70% per section 1 or is it 80% as per section 12.7 and 14.3?

To be read as 80% instead of 70%.


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27 6.3- Conflict of Interest

With reference to the wording "another employer"- Whether we as an independent consultant would be prohibited from performing similar engagement with another bank/client? Kindly clarify what would be considered as a conflicting assignment/job?

With reference to engagement with another bank/ client for Ind AS implementation, we do not have any objection as far as it does not affect the assignment with our bank.

28 6.3- Conflict of Interest

Please clarify whether this would be applicable to all personnel of the consultant or would be restricted to the engagement team working on Ind AS engagement.

This would be applicable to all personnel of the consultant.

29 Indemnification We would request you to limit the indemnification to one-time of the fees.

RFP terms stands.

30 Eligibility criteria Suggested change: Engaged in IFRS / Ind AS conversion exercise and/or Audit during the last 7 years as on the date of bid submission, in Banks / Financial Institutions in India with a minimum Balance Sheet size of Rs. 50,000 crores during the period of contract (minimum 3 assignments) Justification: 1. Auditors might not have an IFRS/ Ind AS implementation experience 2. Higher number of engagements lead to sector expertise on IFRS convergence

RFP terms stands.

31 Eligibility criteria Suggested change: The Bidder should have minimum revenue of Rs.200 crore and minimum net profit of Rs.10 crore from Indian Operations in every financial year for the last three financial years ended 31.03.2016 31.03.2015. Justification:

The bidder must submit a certificate as per Annexure B-3 for the last three financial year ending on 31.03.2015 based on the audited results and provisional financials for the year ended 31.03.2016 may also be


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Audited financials for FY ended 31.03.2016 might not be available. Hence it is suggested to consider last 3 financials years ended 31.03.2015

provided.

32 Eligibility criteria Partnership firms may not be able to provide the audited results/ annual report for relevant years (considering confidentiality). Accordingly requesting Bank to restrict this required to the certificate from statutory auditor in the given format.

33 Terms of reference

Please clarify what would be the extent of scope for Ind AS implementation for JV/associate. We understand that we will be required to assist only IDBI Bank in IndAS conversion and not the subsidiaries / associate / joint ventures.



We would like to draw your attention to the fact that Ind AS 115 has been deferred in India. Please confirm if the Bank still wishes to cover the same in scope

Consultant has to advise on the corresponding Ind AS notified or to be notified by MCA.


We understand that in respect to taxation, we will be required to give advice on only tax impacts of Ind AS adjustments. Whether ICDS is covered in the scope. Please confirm.

Refer to RFP


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Kindly provide details like: 1) Locations of training 2) Expected number of trainees 3) Expected number of sessions

Bidder has to assess and design training programme(s) for Ind AS implementation team and concerned departments. The members of the implementation team and officials from various departments like Credit, Recovery, Risk Management, Information Technology, Treasury, Finance and other functional departments shall have to be trained. Training would be held in Mumbai / Hyderabad.


We understand that we will be required to provide inputs only from Ind AS perspective. Please confirm.

Yes


We understand that we will be required to provide guidance on implementation of ECL model and the actual implementation will be carried out by IDBI's internal team. Please confirm.

Refer to RFP


We understand that we will be required to provide guidance on the areas / financial instruments which will be required to be fair valued under IndAS and actual valuation will be carried out by IDBI bank. Please confirm.

The consultant is expected to do valuation for ascertainment of fair value as mentioned in Ind AS and its impact on financial statements.


We understand that the we are only expected to provide services in relation to accounting / reporting aspects for Ind AS implementation

The Ind AS is being implemented for first time in Banks in India hence the terms of reference are only guiding factors and not exhaustive. The overall objective is to effective and timely implementation of Ind AS in the Bank


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as per guidelines of ICAI and RBI.

41 Parameters for technical evaluation

Engaged in IFRS/ Ind AS Conversion exercise and/or audit during the last 7 years as on 31.03.2016, in Banks/Financial Institutions in India with a minimum Balance Sheet size of Rs.50,000 crore during the period of contract. (minimum 3 assignments) Justification: 1. Auditors might not have an IFRS implementation experience 2. Higher number of engagements lead to sector expertise in IFRS convergence

RFP terms stands.


Suggested to be replaced by: Partners who are not chartered accountants should also be considered Justification: since non CA partners might have relevant experience in IT, risk management etc.

RFP terms stands.


Professional Staff for information technology and risk management & treasury should include qualification of MBA finance/ IIIT Justification: CA's may not have domain expertise of IT and risk management and hence professional staff dedicated for IDBI should include domain experts along with 3 dedicated CA's

RFP terms stands.

44 Scope of services

Please provide the current environment for credit risk measurement i.e. no of implemented PD models with the relevant sector, LGD models and any CCF models

The details would be shared with the consultant during the study of existing system and procedures.


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45 Scope of

services

Quantitative impact assessment on capital adequacy would require ECL as a key input. For impact analysis on capital planning and capital adequacy as requested in phase 1, does the Bank expect the full Expected Credit Loss (ECL) quantification by the consultant?

Yes, impact analysis should be both quantitative and qualitative.

46 Scope of

services

Will this assignment also include the Ind AS readiness assessment and IT changes recommendation for the IDBI Group entities, or it will be limited only to the Bank

IT changes recommendation would be limited to IDBI Bank only.

47 General Kindly confirm where will the work happen – at Mumbai or at different locations in India? Will the consultant be required to travel outside Mumbai for delivery? If yes, how many locations and what will be the frequency?

Work will happen primarily in Mumbai only as the Finance and Accounts Department and other department viz. Treasury and Risk Department of Bank are in Mumbai.

48 General Kindly confirm that the services hereunder, are not intended to be an audit, certification, examination, attestation, special report or agreed-upon procedures.

Refer to RFP

49 Overall scope We request you to clarify that w.r.t to changes in IT system and ECL model development, scope shall be • To provide diagnostic report with necessary inputs for changes to IT systems and ECL model development • The actual changes to IT systems shall be carried out by the bank through its IT vendors. Development of ECL model shall be done by the bank. • Development of ECL Model shall be done by the Bank. IND-AS consultant is to provide guidance on the ECL model

Advise/ guidance/ inputs/ assistance is required from consultant for development/ modification in IT system/ Hardware. Ind AS consultant is required to provide guidance/ inputs and assistance on an ongoing basis to the bank related to ECL model. The ECL model development shall be undertaken by the bank. The Ind AS consultant is expected to verify and validate the output of the ECL model.


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50 Overall Scope The scope of the consultant is to give diagnostic report for the changes to be done in IT systems. We assume that consultant does not have to develop Business Requirement Documentation for potential updates to the systems / new systems? Please confirm the same.

Advise/ guidance/ inputs/ assistance is required from the consultant for modification in IT system from the perspective of impact of Ind AS. Consultant is required to communicate with IT personnel of bank and vendors to facilitate changes required in the system and also ensure that data and reports generated meet the requirement of Ind AS; Consultant or his appointed agency to back test the system and certify the accuracy of the application/ process.

51 We assume that the bidder is not expected to write test cases for the testing of the conversion? The IND-AS consultant is to only verify the output of the changes made in IT systems, kindly confirm.

Refer to RFP terms.

52 We understand that the bidder needs to carry out a diagnostic study for the Bank only from a technology point of view. Please clarify

Refer to RFP terms.

53

Overall scope Please specify the number of IT applications for the scope of work


54 Based on reading of the Tender document, we believe that valuation exercise is not required from the Bidder (e.g. fair value of Financial Instruments (if any) etc.)? Bidder is only expected to provide guidance under the Ind AS for this purpose. Please confirm

The consultant is expected to facilitate the bank for the valuation exercise for ascertainment of fair value as mentioned in Ind AS and validate the same. The consultant is also required to assess and inform its impact on


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financial statements.

55 Annexure A – pt 2 & Annexure G – pt 1

Request you to change the date from 31.03.2016 to “as on date of bid submission”. Many banks have engaged IND-AS consultants in the last few months.

RFP terms stands.

56 Technical Evaluation criteria and Eligibility criteria

With respect to the eligibility criteria and technical evaluation criteria, we seek confirmation that credentials of only those firms registered with ICAI shall be considered for technical evaluation.

Refer to RFP terms.

57 Pt 5 of eligibility criteria

Since the accounts for FY 2015-16 is not yet completed, we are unable to provide audited or provisional statements, Hence please confirm that the certificates for net profit and Annual Revenue for three financial years i.e.2012-13, 2013-14, 2014-15 can be submitted for the purpose of this criteria and this has been the accepted for all previous public sector bank IND-AS RFP’s.

The bidder must submit a certificate as per Annexure B-3 for the last three financial year ending on 31.03.2015 based on the audited results and provisional financials for the year ended 31.03.2016 may also be provided.

58 Annexure – B-3 Moreover, we request you to delete the requirement of providing of audited results/annual reports for the relevant years, as the details pertaining to the same would be covered in the certificates of Net profit an Annual Revenue.

59 Annexure E The scope of work includes “Validation of financials” & “Review” & “Confirm in writing” by the consultant for some areas. The consultant is expected to assist in preparation of Ind AS financials. Under ICAI regulations, the consultant would not be allowed to audit/review the numbers as only auditors are allowed to

Apart from providing guidance/ assistance to the bank, the consultant is expected to validate/ review/ confirm the numbers and confirm that the requirement of Ind-AS is met.


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audit/review/validate/confirm the financials. Request to clarify that “validation/validate/review/confirm” will mean “guidance/assistance” across RFP.

60 Overview We understand that separate financial statements are required for subsidiaries along with bank. However, for associates and JVs separate financial statements are not required. The support for subsidiaries, JVs and associates is required only for consolidation purpose and not from conversion perspective.


Annexure E Scope of work does not include conversion of associated, JV’s and subsidiaries. Please confirm.

61 Annexure B-3 We are unable to submit audited or provisional statements for FY 16, hence we request you to consider financial performance for last three financial years ended 31.03.2015. This has been accepted in all other public sector bank IND-AS RFP’s

The bidder must submit a certificate as per Annexure B-3 for the last three financial year ending on 31.03.2015 based on the audited results and provisional financials for the year ended 31.03.2016 may also be provided.

62 Phase I – Diagnostic Study and Impact Analysis

Please provide an overview of the availability of credit risk models / proxy loss models / default data across all the entities covered


63 Phase I – Diagnostic Study and Impact Analysis

Please confirm that the Bank expects to analyse impacts on provisioning and capital adequacy on a qualitative basis, and not quantitatively.

Impact analysis should be both quantitative and qualitative.


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64 Phase II – Processes / System Changes, clause f

Please confirm that a review and update of only the credit, credit risk and provisioning policies are expected in terms of ECL-related policy updates. If not, please clarify which policies will be in scope.

All policies which needs to reviewed and updated as per Ind AS requirement will be in the scope.

65 Phase II – Processes / System Changes

What are the number of PD, LGD, EAD models and retail scorecards & retail pools that are in place currently? Please specify by portfolio type (Corporate, SME, Retail, Agri portfolio)


66 Phase II – Processes / System Changes

Are these parts of the portfolio which are not covered by rating models / scorecards / pools? If yes, please provide relevant details


67 Phase II – Point 7

How many iterations and levels of training are expected as part of the proposed scope of work?

Consultant has to assess and design training programme(s) for Ind AS implementation team and concerned departments. The members of the implementation team and officials from various departments like Credit, Recovery, Risk Management, Information Technology, Treasury, Finance and other functional departments shall have to be trained.

68 Phase III Generation of IND AS financials (both standalone and consolidated) including Disclosures

We assume that the support expected during the period of assistance in Phase III is restricted to review of outputs of ECL models developed by the Bank, and not optimization of the model output. Please confirm this understanding.

Refer to RFP terms.


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69 Point 5 “Consultant on his appointed agency to back test the system and certify the accuracy of the application/ process." We understand that the bidder shall verify the testing reports for accuracy. The actual testing shall be performed by the Bank and its vendor. Please clarify

Refer to RFP terms.


We suggest that the scope be revised to “providing inputs for” various Risk related policies, strategies, templates etc., as may be required to comply with IND AS. If the scope includes “redesigning” such documents then the price would increase significantly

The consultant has to verify the existing credit assessment process, model, and policies and assist in revising the same in order to make it Ind-AS compliant.


Please elaborate the expectations and details of the nature of report in respect of the following statements " Assist the Bank in dry-run of accounting systems and end-to-end reporting process before the actual conversion”. Also, please note that point g and point n of Phase II are in repetition

Refer to RFP terms and guidelines issued by RBI on Ind AS from time to time.

72 Annexure F, Article 3

Considering that majority of work will be done in the initial phases (including proforma financials), request you to reallocate the payment terms in the following manner: Phase I – 25% Phase II – 30% Phase III – 25% Phase IV – 20%

RFP terms stands.

73 Annexure G – Point 2

W.r.t Sr.No.2 – adequacy of manpower, Bidder requests Bank to change the sub-point 2 in the criteria to “1 Mark for every additional 5 partners and 20 professional staff in India”.

RFP terms stands.

74 Annexure G Request you to amend the criteria to give more weightage to IFRS / IND-AS conversion experience. Currently the criteria gives equal weightage to audit experience and conversion experience. The bank would agree with us that conversion is an accounting advisory skill and audit is a assurance skill and hence not

RFP terms stands.


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comparable.

75 Annexure E The IND Accounting standard AS115 is not yet notified. Please specify the exact requirement of this clause

Consultant has to advise on the corresponding Ind AS notified or to be notified by the MCA so as to meet the requirement of Ind AS.

Article 5 Also, please amend point ii in clause(e) to include impact of IND AS on taxation

Impact of Ind AS on taxation, already included in scope.


Please elaborate on scope and purpose of “defining Business Model in consultation with the Bank”. In our opinion defining business model is not applicable in current scope of work.

Scope shall include all what is required to be complied by bank as per Ind AS.

77 Clause 2.2 (a) Request you to waive the requirement of Senior P Partner to visit the Head office of the Bank at least once in 15 days and team to be continuously available at the premises, as the same may increase the cost significantly. Also, please relax the minimum years of post qualification experience to 1 year.

RFP terms stands.

78 Article 3 Payment terms

As per the tender document, price quoted shall be all inclusive Except service tax. Please confirm that any change in service tax as well as replacement of service tax with GST will be payable separately.

No. RFP terms stands.

79 Clause 3.3 Currently there is no overall capping on penalty clause and there is no provision to levy only when delay is attributable to consultants. We request you to cap the penalty to 10% of the total fees as per industry practice. We also request penalty to be calculated at 1% per

RFP terms stands.


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week of delay for reasons attributable to consultant.

80 Clause 3.4 Request you to amend the performance bank guarantee to 10% instead of 20% of contract value. This is suggested as per industry practices.

RFP terms stands.

81 Clause (d) of 6.2

Please delete the following requirement- “It shall be open to IDBI to terminate the agreement on the death, retirement, insanity or insolvency of any person/s being director/s or partner/s in the said Consultant/firm, or on the addition or introduction of a new partner/Director without the previous approval in writing of IDBI or in the event of any dispute between the Partners/Directors of the Consultant.” There would be additions and deletions of partners on a regular basis in any partnership firm and it may not be practical to take the Banks’ approval each time. However, the same could be requested in case of partner for the proposed engagement.

RFP terms stands.

82 Article 7 The Bank may like to add the following to clause 8: Termination- Either Party may terminate this Contract with immediate effect by serving prior written notice to the other party if services are not possible to be rendered as per applicable laws or professional obligations. Upon termination Consultant shall be entitled to receive payments of the Services performed, work in progress and expenses incurred by it, till the date of such termination.

RFP terms stands.

83 Clause 10.1 Indemnity- Pl delete this clause as the same is not as per our firms policies

RFP terms stands.


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84 Article 9 The bank may like to add the following- Article-9 Confidentiality- Pl add this--"Except as otherwise permitted by this Agreement, neither of the parties may disclose to third parties the contents of this Agreement or any information provided by or on behalf of the other that ought reasonably to be treated as confidential and/or proprietary. Parties may, however, disclose such confidential information to the extent that it: (a) is or becomes public other than through a breach of this Agreement, (b) is subsequently received by the receiving party from a third party who, to the receiving party’s knowledge, owes no obligation of confidentiality to the disclosing party with respect to that information, (c) was known to the receiving party at the time of disclosure or is thereafter created independently, (d) is disclosed as necessary to enforce the receiving party’s rights under this Agreement, or (e) must be disclosed under applicable law, legal process or professional regulations. These obligations shall be valid for a period of 3 years from the date of termination of this Agreement."-

RFP terms stands.

85 Clause 10.12 Arbitration- Pl change seat of Arbitration from Mumbai to New Delhi.

RFP terms stands.

86 The Bank may like to add the following other than Client Information, are for Client's internal use only (consistent with the purpose of the particular Services) including Client's board of directors, its audit committee, or its statutory auditors and not for disclosure externally outside your organization. Client may not rely on any

RFP terms stands.


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draft Report and consultant shall not be required to update its Final Report

87 The bank may like to add this clause- Limitation of Liability: Client (and any others for whom Services are provided) shall not recover from consultant, in contract or tort, under statute or otherwise, any amount with respect to loss of profit, data or goodwill, or any other consequential, incidental, indirect, punitive or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated. Client (and any others for whom Services are provided) shall not recover from consultant, in contract or tort, including indemnification obligations under this contract, under statute or otherwise, aggregate damages in excess of the fees actually paid for the Services that directly caused the loss in connection with claims arising out of this Agreement or otherwise relating to the Services.

RFP terms stands.

88 Annexure K Non Disclosure Agreement

Please amend the clause to include the tenure as follows: Clause 2(Iv)-treat confidential information as confidential for a period of one year from the date of receipt . In the event of earlier termination of this contract , the parties hereby agree to maintain the confidentiality of the confidential information for a further period of one year from the date of termination.

RFP terms stands.


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89 Pl add this clause in Annexure K Non-Disclosure Agreement- Clause b(vi) - Unless prohibited by applicable law, the Receiving Party may disclose Confidential Information to other Network Firms, (Network Firms shall mean member firms of Ernst & Young Global Ltd), Firm Persons (Firm Persons shall mean sub-contractors, members, shareholders, directors, officers, partners, principals or employees of the Receiving Party) and its IT service provider providing services to comply with regulatory requirements, to check conflicts, for quality, risk management or financial accounting purposes and / or for the provision of other administrative support services. The Receiving Party, however, shall be responsible to the Company for maintaining the confidentiality of the Confidential Information.

RFP terms stands.

90 Pl add this clause in Annexure K Non-Disclosure Agreement- Term-This Agreement shall terminate upon the earlier of (a) the expiry of twelve months from the date hereof, or (b) the execution of a definitive agreement between the parties in furtherance of the Purpose.

RFP terms stands.

91 Pl add this clause in Annexure K Non-Disclosure Agreement- The disclosing Party shall remain completely responsible for the accuracy of the information provided and also ensure that no third party rights are infringed by while sharing such information with Receiving Party

RFP terms stands.


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92 Pl add this clause in Annexure K Non-Disclosure Agreement- The Receiving Party shall have a right to retain its working papers or to maintain proper professional records.

RFP terms stands.

93 Annexure K – Non Disclosure agreement

Pl delete Clause (g) The provisions hereunder shall survive termination of the Contract.

RFP terms stands.

94 General - Refer to Point No.6.2 (page no.8 of RFP) where Annexure B-7 may be read as Annexure B-8. Format of Annexure B-8 is attached.


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Annexure B 8

Self-declaration (on the Consultants’ letterhead)

The Deputy General Manager

IDBI Bank Limited, Finance & Accounts Department – Ind AS Team, 7th Floor, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai-400005.

Appointment of Consultant for Implementation of Ind AS – Self Declaration

Dear Sir,

We (including our affiliates/ group companies/ member firms working under the common brand name) hereby declare that I/ we have

neither failed to perform on any agreement during the last three years, as evidenced by imposition of a penalty by an arbitral or a judicial

pronouncement or arbitration awarded against me/us, nor been expelled from any project or agreement nor had any agreement

terminated for breach by me/us.

Yours faithfully,

Date:

Place:

(Signature, name and designation of the authorised signatory

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