request for proposal for due diligence audit

RFP Documents for DDA with reference to Merger of NICB and BOAN

REQUEST FOR PROPOSAL (RFP) DOCUMENTS

FOR

DUE DILIGENCE AUDIT (DDA)

WITH REFERNCE TO

MERGER

OF

NIC BANK AND BANK OF ASIA NEPAL LTD

JULY, 2012

SECRETARIAT OF NIC BANK - BOAN

JOINT MERGER COMMITTEE

Corporate Office

NIC Bank

279 Kamaladi Sadak, Kathmandu

Tel No:977-01-4262277

Fax:+977-01-4241865

Email: [email protected]

Website: www.nicbank.com.np

mailto:[email protected]

http://www.nicbank.com.np/


Table of Contents

1. RFP Notice

2. Eligibility Criteria

3. Bidding Process

4. Scope of the work

5. Technical Proposal

6. Financial Proposal

7. Opening evaluation and selection of proposal

8. Annexures


Section I

RFP Notice


Section I: RFP Notice

Request for Proposal (RFP)

NIC Bank and Bank of Asia Nepal Ltd. (BOAN) have signed a Memorandum of Understanding (MOU) with the intention of merger and a “Joint Merger Committee (JMC)” has been formed to oversee the merger process. Nepal Rastra Bank has also provided its in-principle approval for the purpose. Accordingly, JMC invites proposals (technical & financial) from experienced and eligible firms within 15 days of publication of this notice for carrying out “Due Diligence Audit (DDA)” of both the banks in pursuant to the requirement of section 7 (2) & (3) of Merger Bylaws – 2068, along with Non-refundable payment of NPR 5000.00 Only. For detailed bid document for RFP specifying eligibility criteria, Terms of Reference (TOR), evaluation methodology and other information, please visit the website of the banks.

Secretariat of NIC Bank-BOAN Joint Merger Committee

NIC Bank, Corporate Office,

279, Kamaladi Sadak, Kathmandu Phone: 4262277

www.nicbank.com.np www.bankofasia.com.np

http://www.nicbank.com.np/

http://www.bankofasia.com.np/


Section II

Eligibility Criteria


Section II: Eligibility Criteria

1. The bidding firm should be duly registered as per the prevailing law of the country and must be

eligible to carry out Due Diligence Audit (DDA) of the Banks. It should also possess a minimum

experience of 5 consecutive years in the Auditing, Assurance, Valuation or Consultancy in the

relevant disciplines.

2. The bidding firm must have a team of adequate number of qualified Chartered Accountants

(financial due diligence experts) and multi-disciplined qualified and experienced team including

Human Resource/ Management experts, Information Technology experts, Legal experts and

Valuation experts for conducting Due Diligence under various domain as mentioned in Terms of

Reference (TOR).

3. The bidding firm should not have been engaged in the Statutory Audit of NICB and BOAN for

the past three years.

4. The bidding firm must not have any “conflict of interest” or financial interest on NICB and/or

BOAN or on property or asset to be valued.

5. The bidding firm should abide all the terms and conditions mentioned in this RFP document.

6. All proposals must be valid for a period of 90 days from the last date of submission as mentioned

in RFP notice. No proposal shall be withdrawn during the proposal validity period and proposals

having validity period lower than as mentioned above shall be rejected.

7. Bidding Documents not submitted within closure of business on 15th Day of the publication of

RFP notice shall not be accepted.

8. Any bidding firm will be liable to disqualification at any stage of the process if it has:

Made misleading or false representation or deliberately suppressed information in the forms,

statements and enclosures submitted in its “Technical Proposal”.

Not submitted all relevant documents as specified in the “Request for Proposal (RFP)” and

Record of poor performances. The “Joint Merger Committee” may collect information and

apply its own judgment in this regard.

Bidding firm not meeting the minimum eligibility criteria laid down

Note:

Information relating to requirement of “Performance Bond” has been specifically mentioned in clause 6 of

Section VII- Opening, Evaluation and Selection of Proposals.


Section III

Bidding Process


Section III: Bidding Process

1. Interested and eligible firms meeting the eligibility criteria mentioned in Section II shall purchase

Bid Documents (duly signed by authorized official) by paying non-refundable payment of NPR

5,000.00 from the following address:

Secretariat of the NIC Bank – BOAN

Joint Merger Committee

C/O NIC Bank

Corporate Office

279 Kamaladi Sadak, Kathmandu, Nepal

Bid Documents for RFP shall be signed and stamped by authorized Official of the Secretariat of

Joint Merger Committee on each page before providing to bidder.

2. The bidding firm shall study the Request for Proposal (RFP) thoroughly and understand the scope

and quality of work expected. Prospective firm requiring any clarification of the Document shall

contact secretariat of “Joint Merger Committee” at the address mentioned in Clause 1 as above.

3. Preparation of proposal as follows:

a. The “Technical Proposal” comprising of self-attested documents as specified in Section V

of this RFP document. This proposal should be submitted in a sealed envelope marked

“Technical Proposal for Due Diligence Audit (DDA) for Merger of NICB and BOAN.

b. The “Financial Proposal” comprising of self-attested documents as specified in SECTION

VI should be submitted in a separate sealed envelope marked as “Financial Proposal for

Due Diligence Audit (DDA) for Merger of NICB and BOAN.

c. Envelope containing both the Technical and Financial proposals is to be sealed in an

envelope marked “Proposal for Due Diligence Audit (DDA) for Merger of NICB and

BOAN” and is to be submitted, in person, within the deadline and to the address

mentioned in Clause 1 above. The bidder must provide following information on all the

envelopes:

Name of the Firm:

Contact Person:

Contact Telephone:

4. In the event that the last date of submission of proposals and/or date of opening of Proposals

happens to be a public holiday, these events will be carried on immediate next working day.

5. The Joint Merger Committee reserves all rights to accept a proposal wholly or partly or reject any

and/or all proposals with or without assigning any reason whatsoever and to negotiate / re-

negotiate with the shortlisted firms in the best interest of the Banks.


Section IV

Scope of the Work


Section IV: Scope of the Work

1. Scope of the work shall be as per Terms of Reference (TOR) highlights of which has been

annexed under Annexure 1. Detailed TOR shall be made available to the bidding Party from the

following address:



C/O NIC Bank

Corporate Office


2. The bidding firm may however suggest any additional content to be incorporated in the TOR with

appropriate reasoning. “Joint Merger Committee” may incorporate such suggestions or any other

additional points in TOR at its own discretion.


Section V

Technical Proposal


Section V: Technical Proposal

1. The bidding firm shall submit its “Technical Proposal” in a sealed envelope with a covering letter

Annexed under Annexure 2, which shall consist of various parts as follows:

Part 1: Profile of the Firm having at least following information:

i. Constitution & Details of the ownership along with their profile

ii. Structure and set up

iii. Details of Resources (physical infrastructure, Logistics, People, etc.)

iv. Year of establishment/Operation

v. Affiliations/Membership if any of International firms/organizations

vi. Existing major Clientele list

vii. Major assignments taken by the firm including separate disclosure on Nature of such

assignment with specific mention of DDA of BFIs, DDA of other companies, Audit

of “A” class Commercial Banks, Consultancy undertaken in HR/Management,

Property /Business Valuation, Valuation of intangible assets, IT Audit/Consultancy,

Legal consultancy etc. if any as per the format annexed under Annexure 3 (A-E)

viii. Self-attested supporting documents for the above

ix. The entire Bid Documents for RFP purchased as per Section III, Clause 1, duly

endorsed (signed and stamped by authorized Official of the Bidder on each page).

x. Updated copy of the Firm Registration Certificate.

xi. Updated copy of PAN/VAT Registration Certificates.

xii. Signed declaration consisting of the following:

Firm‟s eligibility to carry out Due Diligence Audit (DDA) of the Banks

No “conflict of interest” or financial interest in NIC Bank, BOAN or the

asset/property under valuation

Abiding of all the clauses /terms/conditions including confidentiality clause


Part 2: Details of the Proposed DDA Team:

S.N Criteria Purpose Compliance

requirement/

attachments

Related Form

1

Education (Academic

and Technical),

Trainings, Experience

and Strength of the

Financial Expert

proposed to be

involved in the Due

Diligence Audit

(DDA)

To

demonstrate

the quality

and strength

of the

Proposed

Financial

Expert for

DDA

Submission of the

copy of relevant

supporting

documents

Annexure 4A

2

Education (Academic

and Technical),


and Strength of the

HR/Mgmt Expert

proposed to be

involved in the Due

Diligence Audit

(DDA)

To

demonstrate

the quality

and strength

of the

Proposed

HR/Mgmt

Expert for

DDA

Submission of the

copy of relevant

supporting

documents

Annexure 4B

3

Education (Academic

and Technical),


and Strength of the

Valuation Expert

proposed to be

involved in the Due

Diligence Audit

(DDA)

To

demonstrate

the quality

and strength

of the

Proposed

Valuation

Expert for

DDA

Submission of the

copy of relevant

supporting

documents

Annexure 4C

4

Education (Academic

and Technical),


and Strength of the

Legal Expert proposed

to be involved in the

Due Diligence Audit

(DDA)

To

demonstrate

the quality

and strength

of the

Proposed

Legal Expert

for DDA

Submission of the

copy of relevant

supporting

documents

Annexure 4D



requirement/

attachments

Related Form

5

Education (Academic

and Technical),


and Strength of the IT

Expert proposed to be

involved in the Due

Diligence Audit

(DDA)

To

demonstrate

the quality

and strength

of the

Proposed

IT/System

Expert for

DDA

Submission of the

copy of relevant

supporting

documents

Annexure 4E

6

Education (Academic

and Technical),


and Strength of

proprietor/Partner and

other staffs of the firm

proposed to be

involved in the DDA

To

demonstrate

the quality

and strength

of Other

Human

Resources

availability

with the firm

Document to support

the number & profile

of the Human

Resource of the

bidding firm

Annexure 4F

Part 3: Details of the Proposed Audit Plan & Methodology:


requirement/

attachments

Related

Form

1.

Description of the Methodology (set

of processes or procedures) proposed

to be used in each domain of DDA.

The methodology shall contain at

least following:

Objective

Planning

Execution process/procedure

Risk-

assessment/quantification/adjustment

Completion & Reports

To

demonstrate

the adequacy

of the

methodology

used and is in

line with the

(TOR) and

any

suggestion

Made therein.

Details of

DDA domain

wise

methodology

NA



requirement/

attachments

Related

Form

2.

Suggestion on any

addition on the

TOR

To seek any logical and

constructive comments/

suggestion which will

help further refinement

in DDA and assist in

early execution.

However, this shall not

have any binding power

to make any changes in

RFP & TOR.

List of

comments/

suggestions.

NA

3.

Action Plan & Time

line

To assess the proposed

timeline for the

assignment.

A complete

timeline of the

work.

Annexure 5

Failure to provide any of the above documents may lead to disqualification.


Section VI

Financial Proposal


Schedule VI: Financial Proposal

The bidding firm shall submit the financial proposal as per Annexure 6: Standard Application

Form for Financial Proposal.


Section VII

Opening, Evaluation and Selection of Proposal


Schedule VII: Opening, Evaluation and Selection of Proposals:

1. Opening of „Technical Proposals”

1.1 The “Joint Merger Committee” shall arrange to open the covering envelopes containing both the

Technical and Financial Proposal and then open only the “Technical Proposal” in the presence of

designated officials of both the Banks and those representatives of bidders who choose to attend

on the venue as specified below:



NIC Bank

Corporate Office

Kamaladi Sadak, Kathmandu, Nepal

Date & Time shall be informed separately.

1.2 Only “Technical Proposals” shall be opened on the address mentioned above and the “Joint

Merger Committee” shall arrange to announce the name of the bidder and any other details the

Committee may consider appropriate to the persons present at the time of opening of “Technical

Proposals”.

1.3 The “Joint Merger Committee” may ask the bidding firm to clarify his bid in the event that such

clarification is deemed required by the Committee.

1.4 The “Joint Merger Committee”, at its own convenience, shall evaluate the “Technical Proposals”

based on the evaluation criteria, weightage and such other information forming part of Technical

Proposal. Based on this evaluation the Committee shall short list top 3 bidding firms via written

communication in this regards.

1.5 Bidding Firm not selected from the evaluation of Technical Proposal shall be advised accordingly

and their Financial Proposals shall be returned unopened.

1.6 The Joint Merger Committee may choose not to disclose individual score obtained by the bidding

firm.

2. Presentation on “Technical Proposals”

2.1 The Joint Merger Committee shall ask the top 3 firms selected as above to make a brief

presentation on the “Technical Proposal”. The time/ date and venue shall be informed separately.

3. Opening of “Financial Proposals”

3.1 The “Joint merger Committee” shall arrange to open the “Financial Proposals” of top 3 bidding

firms shortlisted from the Technical Proposal Evaluation process (Including presentation) in the

presence of designated officials of the Banks and those representatives of bidding firms who

choose to attend. The time/ date and venue shall be informed separately.

3.2 “The Joint Merger Committee” shall arrange to announce the name of the bidding firm, its

financial offer and any other details it may consider appropriate to the persons present at the time

of opening of “Financial Proposals”.


3.3 The “Joint Merger Committee” may ask bidding firm to clarify its bid in the event that such

clarification is deemed required by the Joint Merger Committee.

4. Evaluation of “Technical Proposals”

4.1 Evaluation of “Technical Proposals” shall be based solely on the content of the responses and the

submitted documents, applying the evaluation criteria, sub criteria and point system. No

assumptions shall be made by the bidding firm that the “Joint merger committee” have any

previous knowledge of the bidding firm‟s qualifications/ experience other than the information

disclosed in this bidding form. Broad Framework of evaluation weightage of Technical Proposal

has been annexed under Annexure 7

4.2 On the basis of Evaluation as above, Joint Merger Committee shall shortlist three topmost Firms.

4.3 Firms qualifying on “Technical Evaluation” shall be further subject to the evaluation on the basis

of the “presentation on technical proposal”. Broad Framework of evaluation weightage of

Presentation (Technical Proposal) has been annexed under Annexure 7

5. Evaluation of “Financial Proposals”

5.1 Financial proposal of the Firms shortlisted under Technical evaluation shall be evaluated as

follows:

Full score to the “Financial Proposal” quoting least overall cost

10% lower score over Full score for every difference of up to 10% of lowest bidder

5.2 For the purpose of overall evaluation of bidders, the weightage for Technical Proposal shall be

60%, the weightage for presentation shall be 10% and Financial Proposal shall have weightage of

30%.

6. Selection of bidding firm for DDA:

6.1 Out of the shortlisted Top 3 Firms (on the basis of technical evaluation), the bidding firm scoring

highest in the cumulative scoring on Technical Proposal, Presentation and Financial Proposal may

be awarded with the Contract however “Joint merger committee” may carry out appropriate

negotiation in TOR, Service Fee or such other points as it may deem necessary.

The “Joint merger committee” reserves its right not to award the Contract to any of the bidders at

its sole discretion without assigning any reason whatsoever.

The awarded firm shall be required to Provide Performance Guarantee of “A” class Commercial

Bank or security deposit not less than 10% of Cumulative amount of Financial Proposal with a

Validity period of 9 Months WITHIN three days of receipt of such communication for the

purpose of entering into agreement.

The firm shall also be required to provide “Advance Payment Guarantee” issued by “A” class

Commercial Bank not less than the advance amount with a Validity period of 9 Months before

availing any advance amount. Such advance amount shall be separately advised by the “Joint

Merger Committee at the time of agreement”.

“Joint merger committee” may also require extension of the validity period of the Guarantee or

security deposits as above if the situation requires so in its own assessment.


Annexures


Annexure 1: Contents of TOR (Highlights)

1. Basic background information

2. Financial Due Diligence (Includes assets/liabilities/projection/business valuation, share

exchange ratio etc.)

3. Human Resources Due Diligence

4. Legal Due Diligence

5. Information Technology due diligence

6. Risk Management Due Diligence

7. Operational due diligence

8. Products and services due diligence

9. Stress testing

10. SWOT and PESTLE analysis

11. Suggestions on various issues

12. Miscellaneous

Estimates of various Costs directly and indirectly related to merger

Suggestions in areas where “economies and diseconomies of scale” may operate

Suggestions on Post-merger Management control and operation

Estimation of Perceived benefits and risks of mergers:

a. Operating Synergy

b.Financial Synergy


Annexure 2: Covering Letter

(To be enclosed along with Technical Proposal)

[Letterhead of the firm]

[Date]

Title of Contract: Due Diligence Audit (DDA) for Merger of NICB and BOAN

To:

NIC Bank-BOAN


Secretariat of the Joint Merger Committee

NIC Bank

Corporate Office


Having examined the Request for Proposal (RFP) and TOR for „Due Diligence Audit (DDA) for

Merger of NICB and BOAN, we hereby submit proposal for „Due Diligence Audit (DDA) in

accordance with the terms / conditions as mentioned in this RFP document.

This Proposal and your written acceptance of it shall constitute a binding Contract between us. We

understand that you are not bound to accept the lowest or any proposal you receive.

Our proposal shall be valid for a period of 90 days from the last date of proposal submission in

accordance with the Request for Proposal (RFP) for Due Diligence Audit for Merger of NICB and

BOAN and it shall remain binding upon us and may be accepted at any time before the expiration of

that period.

If our proposal is accepted, we commit to conduct the Due Diligence Audit (DDA) in accordance with

the “Request for Proposal (RFP) for Due Diligence Audit (DDA) for Merger of NICB and BOAN”.

We hereby confirm that this Proposal complies with all the requirements of “Request for Proposal

(RFP) for Due Diligence Audit (DDA) for Merger of NICB and BOAN”.

Authorized Signature:

Name and Title of Signatory:

Seal:


Annexure 3 (A): Experience, Capability and Reputation in the audit of Commercial Banks

Audit of Commercial Banks Conducted in past 5 years

S.N Employer Assignment Year Nature of Assignment

1

2

3

4

5

6

7

8

9

10

Note:

1. It is mandatory to fill the details of assignment in the prescribed format only

2. Please attach separate sheets if necessary.


Annexure 3 (B): Details of Past Experience of DDA of Banks & Financial Institutions/other companies during last 5 Years

S.N Name of the Audited Institution & Employer Audit Involvement Year Type of Institution

1

2

3

4

5

6

7

8

9

10

Note:

1. It is mandatory to fill the details of the Experience of Due Diligence Audit (DDA) of Banks & Financial Institutions/Other companies in the

prescribed format only



Annexure 3 (C): Current involvement in the audit of „A‟ class commercial Banks

Bidding Firm should provide information on any ongoing Audit of „A‟ Class Commercial Banks and/or the audit, which has been awarded but yet to be

commenced

S.N Name of the Audited

Unit

Employer/ Contract

Address/ Fax

Commencement/ Expected

Commencement Date

Estimated Completion Date Remarks

1.

2.

3.

4.

5.

Note:

1. It is mandatory to fill the details of the Current Involvement in the Audit of „A‟ Class Commercial Banks in the prescribed format only



Annexure 3 (D): Current involvement in the DDA of Financial Institutions /Other companies

Bidding Firm should provide information on the commitment of the ongoing DDA of Financial Institutions/other companies and/or the audit, which has been

awarded but yet to be commenced

S.N Name of the Audited

Unit

Employer/ Contract

Address/ Fax

Commencement/ Expected

Commencement Date

Estimated Completion Date Remarks

1.

2.

3.

4.

5.

Note:

1. It is mandatory to fill the details of Current Involvement in the Due Diligence Audit (DDA) of Financial Institutions/other companies in the

prescribed format only



Annexure 3 (E): Details of major assignments (excluding assignments covered in Annexure 3A to 3D) during last 5 years.

S.N Assignment Employer Nature of Assignment Commencement Date Completion Date

1.

2.

3.

4.

5.

Note:

1. It is mandatory to fill the details of Current Involvement in the Due Diligence Audit (DDA) of Financial Institutions in the prescribed format only



Annexure 4 (A) Details of Financial Due diligence Expert

Name of Firm / Company

Position

Personnel information Name Date of birth

Father‟s Name Address

Telephone Email

Professional Qualification Academic Qualification

Present employment Name of employer

Address of employer

Telephone Contact (manager / personnel officer)

Fax E-mail

Job title Years with present employer

Summarize professional experience. Indicate particular technical and managerial experience relevant to the project.

From To Organization



Summarize assignments/consultancy services undertaken as team leader or team member.

Details of Assignment Period Remarks

*Also attach updated CV along with

Certification:

I, the undersigned, certify that to the best of my knowledge and belief, these data correctly describes me, my qualifications and my experience and that I agree to

commit for the project during the proposed timeframe if the contract is awarded to this firm / company.

Signature of the Staff Member Date

*Please attach separate sheets if necessary.


Annexure 4 (B) Details of HR/Management Expert


Position



Telephone Email



Address of employer


Fax E-mail









Certification:






Annexure 4 (C) Details of Valuation Expert


Position



Telephone Email



Address of employer


Fax E-mail









Certification:






Annexure 4 (D) Details of Legal Expert


Position



Telephone Email



Address of employer


Fax E-mail









Certification:






Annexure 4 (E) Details of IT/System Expert


Position



Telephone Email



Address of employer


Fax E-mail






Summarize assignments/consultancy undertaken as team leader or team member.



Certification:






Annexure 4 (F): Quality and Strength of other staffs of the Bidding Firm

S.N Name Designation Qualification Years of Experience

with the Bidding

Firm

Total Audit

Experience

Key Responsibilities & Assignment

1. Partner/

Proprietor

2.

Partner

3.

Partner

4.

Staff

5.

Staff

6.

Staff

Note:

1. It is mandatory to fill the details of Partner/ Proprietor or Staff in the prescribed format only

2. The CVs for each of the partner are to be attached mandatorily. The CVs should bear original signature of the partner

3. Row may be added to input the details of additional staffs proposed to be involved in this DDA.



Annexure 5

(Tentative) Action plan and Time Line

For carrying out DDA

S.

No.

Domain Detail activity

*From

(Start Date)

*To

(Completion Date) Remarks

1

2

3

4

5

*Required to mention dates in both B.S and AD.

**Please attach separate sheets if necessary.


Annexure 6: Standard Application Form for Financial Proposal

Financial Proposal for Due Diligence Audit (DDA) for Merger of NICB and BOAN

(To be printed in the letterhead of the bidding firm)

[Date]

Subject: Letter of Financial Proposal for Due Diligence Audit (DDA) for Merger of NICB and BOAN.

To:

NIC Bank - BOAN


Secretariat of the Joint Merger Committee

C/O NIC Bank

Corporate Office


Having examined the Request for Proposal (RFP) and TOR documents, we offer to execute the Due

Diligence Audit (DDA) for Merger of NICB and BOAN in accordance with the terms / conditions as

mentioned in this RFP document for the cost proposed as under:

Particulars Amount

Due Diligence Audit (DDA) Fee

Add: Value Added Tax (VAT)

Net Total (A)

Out of Pocket Expenses (B)*

Grand Total (A+B)

*Out of Pocket Expenses shall comprise of lunch expenses, per diem/ conveyance, airfare, travelling expenses and

printing & stationary expenses etc. and shall be quoted on Per day per Person basis at separate rates for Kathmandu

Valley and outside Kathmandu valley activities.

The bidding form also may choose to quote bulk amount towards Out of Pocket expenses.

This proposal and your written acceptance of it shall constitute a binding Contract between us. We

understand that you are not bound to accept the lowest or any proposal you receive.

Our proposal shall be valid for a period of 90 days from the last date of submission of proposal in

accordance with the RFP document, and it shall remain binding upon us and may be accepted at any time

before the expiration of that period;

Authorized Signature:

Name and Title of Signatory:

Date: ____________________________________

Seal:



Annexure 7: Broad Framework for Evaluation:

Weightage

(i) Technical Proposal [60]

(ii) Presentation [10]

(iii) Financial Proposal [30]

100

Technical Proposal:

Weightage

(i) Profile of the firm [25]

(ii) Qualification and competence of DDA Team & Staffs [25]

(iii) Plan and Methodology [50]

100

Presentation:

Weightage

(i) Organization [25]

(ii) Content [50]

(iii) Panel discussion [25]

100

Note: Joint Merger Committee may base its evaluation on such sub criteria and weightage developed by it,

based on the above Broad Criteria, which it may choose not to disclose.

request for proposal for due diligence audit

Documents

merger of nicb

rfp notice rfp documents

merger of nic bank

proposal rfp documents

proposal rfp nic bank

boan section

merger process

annexures rfp documents