1 Rajasthan State Industrial Development & Investment Corporation Limited Udyog Bhawan, Tilak Marg, Jaipur CIN: U13100RJ1969SGC001263 INVITATION FOR TENDER FOR APPOINTMENT OF SECRETARIAL AUDITOR Offers invited for appointment of Secretarial Auditors, for the Financial Year 2017-18. Interested firms of Company Secretaries may apply up to 16 th May 2018 by 4.00 P.M. Detailed Terms of Reference/Tender are available at www.riico.co.in and www.sppp.rajasthan.gov.in. Secretary
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Rajasthan State Industrial Development & Investment Corporation Limited Udyog Bhawan, Tilak Marg, Jaipur
CIN: U13100RJ1969SGC001263
INVITATION FOR TENDER FOR APPOINTMENT OF SECRETARIAL AUDITOR
Offers invited for appointment of Secretarial Auditors, for the Financial Year 2017-18. Interested firms of Company Secretaries may apply up to 16th May 2018 by 4.00 P.M. Detailed Terms of Reference/Tender are available at www.riico.co.in and www.sppp.rajasthan.gov.in.
Secretary
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Rajasthan State Industrial Development & Investment Corporation Limited (RIICO), Udyog Bhawan, Tilak Marg, Jaipur
CIN: U13100RJ1969SGC001263
INVITATION FOR TENDER FOR APPOINTMENT OF SECRETARIAL AUDITOR
RIICO invites offers for Appointment of Firm/LLP of Practicing Company Secretaries(PCS) for
Secretarial Audit of the Company as per the provisions of Section 204 of the Companies Act,
2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, for the Financial Year 2017-18. Terms of Reference for Secretarial
Audit work, eligibility criteria, scope of work, etc. are also available on websites -
www.riico.co.in and www.sppp.rajasthan.gov.in.
Scheduled date for submission of sealed bid in the office of Secretary, Rajasthan State Industrial
Development & Investment Corporation Limited (RIICO), Room No. 105, First Floor, Udyog
Bhawan, Tilak Marg, Jaipur-302 005, is 16th May 2018 by 4.00 P.M. Bids received after the
scheduled date/time will not be entertained. The bids received shall be opened before the bidders
at 5.00 P.M. on 16th May 2018.
The Bidders may please note the following: 1. Offer shall be submitted on the prescribed tender document in Form-A on Letter Head
of the Firm/LLP of Practicing Company Secretary(PCS), in sealed envelopes. Two
separate sealed envelopes be furnished containing Technical Bid (Annexure-I) and
Financial Bid (Annexure-II) and be kept in third big sealed envelope. All documents
are to be page numbered and self attested by the bidder. 2. The work of Secretarial Audit shall be executed as per TOR.
3. Conditional offer and casual letters sent by the PCS Firms/LLPs will not be accepted.
4. Bidders are requested to read the instructions given in the Terms of Reference
Document before submitting the Offer.
5. All legal proceedings are subject to jurisdiction at Jaipur (Raj) only. 6. The Bidder has to ensure Compliance with the Code of Integrity and No Conflict of
Interest, as given in Annexure-A to Tender/TOR.
7. Time Schedule:
Particulars Date Time
Sale of Documents start 01.05.2018 10 AM
Sale of Documents end 16.05.2018 3 PM
Submission of Documents Start 01.05.2018 11 AM
Submission of Documents end 16.05.2018 4 PM
Tender Opening 16.05.2018 5 PM
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TENDER DOCUMENT/TERMS OF REFERANCE (TOR)
FOR SECRETARIAL AUDIT WORK FOR RAJASTHAN STATE
INDUSTRIAL DEVELOPMENT & INVESTMENT CORPORATION LTD. (RIICO Limited)
1. Background & Objectives: Rajasthan State Industrial Development and Investment Corporation
Limited (RIICO) was originally incorporated on 28th March, 1969 in the name of Rajsthan State Industrial & Mineral Development Corporation Ltd. (RIMDC), under the Companies Act, 1956. With the separation of Mining activities from the fold of RIMDC, a separate Company in the name of Rajasthan State Mineral Development Corporation Limited (RSMDC) was formed for undertaking the mining activities, and accordingly the name of RIMDC was changed to ' Rajasthan State Industrial Development and Investment Corporation Limited (RIICO)', with effect from 1.1.1980. RIICO has been mandated with development of Industrial Infrastructure within the State and to provide financial assistance to Industrial, Infrastructure, Social, Commercial, Institutional Projects etc.
As per the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, secretarial audit is mandatory for every listed company, every public company having a paid-up share capital of Rupees Fifty Crore or more; or having a turnover of Rupees Two Hundred Fifty Crore or more. Since the paid up capital of the Company is over Rupees Two Hundred Ten Crore, this Section is applicable on RIICO. The secretarial audit report of the Company has to be annexed with the Board’s Report of the Company and the Directors, in their report, have to explain in full any qualification or observation or other remarks made in the secretarial audit report.
2. Broad Outline: 1) To check & report on various compliances. 2) To point out non-compliances and inadequate compliances. 3) To protect the interest of the customers, employees, society, etc. 4) To avoid any unwarranted legal actions by law enforcing agencies
and other persons as well. 5) To express an opinion, after satisfying himself, that there exist
adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
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6) To verify whether diverse requirements under applicable laws have been complied with.
3. Scope (Acts/ areas to be covered):
1) The Companies Act, 2013 (the Act) and the Rules made thereunder (including the provisions of the Companies Act, 1956 and the Rules made thereunder, as far as applicable).
2) Secretarial Standards issued by the ICSI, divided in two parts: Compulsory and Recommendatory provisions.
3) Other major Acts, Regulations and Laws: a. The Securities Contracts (Regulation) Act, 1956 and Rules made
thereunder. b. The Depository Act, 1996 and the Regulations and Bye-laws made
thereunder. c. The Foreign Exchange Management Act, 1999 and the Rules and
Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (where applicable).
d. The regulations and guidelines made under the Securities and Exchange Board of India Act, 1992 (where applicable).
e. Competition laws. f. Environmental laws. g. Corporate and Economic laws. h. Commercial & Fiscal Laws. i. Labour Laws. j. Applicable State laws. k. Compliance of any other laws/regulations as may be applicable
specifically to the Company. l. Examination and verification of Securities Laws as per listing
agreements (if applicable). m. Provisions of the Act and Guidelines on corporate governance as
applicable to the Company.
The Secretarial auditor shall also help the company in formulating a check list based Compliance Monitoring System (CMS) for RIICO before undertaking the Secretarial Audit.
4) Adherence to Board process and compliance mechanism:
a. Instances of non-compliance during the defined audit period, in relation to the statutes, rules, regulations, etc. applicable to the Company, continuing non-compliance, if any, and the reasons therefor.
b. Significant litigation(s) initiated by the Company or filed against the Company with brief details of the cases.
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c. Board structure –
Composition of the Board.
Is there a stated process to ascertain the suitability of directors?
Is there a stated process in place for succession planning?
Deficiencies in the Board systems and processes: o In convening meetings. o In the circulation of agenda (whether the agenda is made
available to the Board along with supporting papers/ presentations sufficiently in advance of the meetings).
o In conducting the meetings (frequency and length). o In the decision making process of the Board. o Adequacy and integrity of minutes recorded. o In the functioning of Board constituted Committees.
d. The existence and adequacy of internal control systems, procedures and processes, commensurate with the size of the Company and the nature of its business, for ensuring compliance with laws applicable to the Company.
e. Any material event(s) that have happened, after the end of the financial year but before the date of the report, having a significant impact on any of the above reported items.
f. Whether any event occurred or action was taken in the Company which may have bearing on the Compliances under various laws, regulations, guidelines and standards, etc.
* If the secretarial auditor is unable to express an opinion on any matter, he should mention that he is unable to express an opinion on that matter and give the reasons therefor.
4. Periodicity:
The Secretarial Auditor will submit the soft and hard copies of the report on the compliances under the Companies Act, 2013, the Rules made thereunder (including the provisions of the Companies Act, 1956 and the Rules made thereunder, as far as applicable) and the Secretarial Standards issued by the ICSI on the entire scope as mentioned above in point no. 3. Adverse findings, if any, be communicated to the Board for corrective action. Final report, for being attached to the Board's Report of the Company, along with prescribed forms, be submitted by 31st July 2018.
5. Methodology: The secretarial auditor shall adopt such methodology as appropriate so as
to give a true and fair view in the secretarial audit report and achieve the objectives mentioned above.
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6. Bid Amount: The bid amount is Rs.80,000/-.
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7. Minimum Eligibility Criteria:
For appointment of Secretarial auditor, following eligibility conditions are to be fulfilled:
i. A Firm/LLP of Practicing Company Secretaries having registration period of above 3 years on or before 31st March 2018. (An attested copy of Firm Registration Certificate issued by ICSI and profile of the firm are to be enclosed).
ii. Having minimum two full time practicing partners as on 31.03.2018. (An attested copy of valid and live Partnership deed, is to be enclosed).
iii. Experience of Lead Partner, under whose supervision the Secretarial Audit will be carried out and who will sign the Secretarial Audit Report, should have minimum 8 years. (Experience years will be counted on the basis of date of Certificate of Practice. Copy of experience certificate of lead partner(s) duly attested by the authorized signatory and firm’s seal, is to be enclosed)
iv. The Firm/LLP should have conducted Secretarial Audit of at least two State/Central PSUs/Listed Company(ies) of FY 2015-16 and onwards, as per the provisions of Companies Act, 2013. (Copies of work orders/ letters of appointment/Boards’ Resolution, attested by the authorized signatory and firm’s seal, are to be enclosed).
v. The Firm/LLP should have minimum average turn-over of Rs. 5 lac in preceeding three financial years i.e. 2015-16, 2016-17 & 2017-18. (Copy of P&L Account/Income & Expenditure/ITR/Service Tax Return of last 3 preceding financial years, attested by the authorized signatory and firm’s seal, is to be enclosed).
vi. The firm should have it's registered/branch office at Jaipur. (In support, a self attested proof to this effect is to be enclosed).
Note: It is enjoined upon the tenderer that all the requisite
documents/information are submitted along with the technical bid. Neither
any clarification/document shall be sought by RIICO later-on nor it will be
accepted after the date & time for submission of tender document. Please
note that non furnishing of requisite documents will lead to disqualification of
the tender.
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8. Selection Criteria:
S.
No.
Parameter (s) Marks Total Marks
(Maximum)
1 Registration period of
PCS firm/LLP above 3
years (on or before
31.03.2018).
One mark for every 2 completed
years of registration exceeding
minimum eligibility criteria of
registration of 3 years (on or
before 31.03.2018).
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2 No. of full time partners. Two marks for each full time
partner exceeding minimum
eligibility criteria, i.e. 2 Nos.
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3 Experience of lead PCS. Two marks for every completed
one year experience exceeding
eligibility criteria of 8 years
experience. (Experience year will
be counted on the basis of date of
Certificate of Practice).
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4 Experience of Secretarial
Audit of Central
PSU/State PSU/Listed
Company(ies).
Two marks for every additional
Secretarial Audit, of FY 2015-16
and onwards done, over and above
minimum two audits.
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5 Annual gross turnover of
bidder firm/LLP.
i) 5 Marks - If average turnover of
last 3 preceding years (i.e. 2015-
16, 2016-17 & 2017-18) exceeds
Rs. 5 lac and upto Rs. 7 lacs.
ii) 10 marks - If average turnover
of last 3 preceding years (i.e.
2015-16, 2016-17 & 2017-18)
exceeds Rs. 7 lac and upto Rs.
9 lacs.
iii) 15 marks- If average turnover
of last 3 preceding years(i.e.
2015-16, 2016-17 & 2017-18)
exceeds Rs. 9 lacs.
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Note:1. Complete documentary evidence in support of above eligibility criteria
must be furnished along with tender document; neither further
clarification in this regard will be sought nor entertained from the
tenderer. Score to each tenderer will be assigned based only on the
documents attached along with tender document. Please ensure
attachment of every required documents duly self attested.
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2. Final selection/grading of the bidders shall be decided by aggregation
of technical and financial bid marks after assigning weight age of 60%
to technical marks and 40% to financial bid.
9. TIME PERIOD OF ASSIGNMENT : The assignment shall be for financial
year 2017-18.
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Annexure-A
Compliance with the Code of Integrity and No Conflict of Interest
Any person participating in a procurement process shall:-
1. Not offer any bribe, reward of gift or any material benefit either directly or indirectly in
exchange for an unfair advantage in procurement process or to otherwise influence the
procurement process.
2. Not misrepresent or omit that misleads or attempts to mislead so as to obtain a financial
or other benefit or avoid an obligation.
3. Not indulge in any collusion, Bid rigging or anti-competitive behavior to impair the
transparency, fairness and progress of the procurement process.
4. Not misuse any information shared between the procuring Entity and the Bidders with an
intent to gain unfair advantage in the procurement process.
5. Not indulge in any coercion including impairing or harming or threatening to do the
same, directly or indirectly, to any party or to its property to influence the procurement
process.
6. Not obstruct any investigation or audit of a procurement process.
7. Disclose conflict of interest, if any; and
8. Disclose any previous transgressions with any Entity in India or any other country during
the last three years or any debarment by any other procuring entity.
Conflict of Interest:-
The Bidder participating in a bidding process must not have a Conflict of Interest. A Conflict of
Interest in considered to be a situation in which a party has interests that could improperly
influence the party’s performance of official duties or responsibilities, contractual obligations,
or compliance with applicable laws and regulations.
A Bidder may be considered to be in Conflict of Interest with one or more parties in a bidding
process if, including but not limited to:-
1. have controlling partners/share holders in common; or
2. receive or have received any direct or indirect subsidy from any of them; or
3. have the same legal representative for purposes of the Bid; or
4. have a relationship with each other, directly or through common third parties, that puts them
in a position to have access to information about or influence on the Bid of another Bidder,
or influence the decisions of the Procuring Entity regarding the bidding process; or
5. the Bidder participates in more than one Bid in a bidding process. participation by a Bidder
in more than one Bid will result in the disqualification of all Bids in which the Bidder in
involved. However, this does not limit the inclusion of the same subcontractor, not
otherwise participating as Bidder, in more than one Bid; or
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6. the Bidder or any of its affiliates participated as a consultant in the preparation of the design
or technical specifications of the goods, Works or Service that are the subject of the Bid; or
7. Bidder or any of its affiliates has been hired (or is proposed to be hired) by the procuring
Entity as engineer-in-charge/consultant for the contract.
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Rajasthan State Industrial Development & Investment Corporation Limited Udyog Bhawan, Tilak Marg, Jaipur
CIN: U13100RJ1969SGC001263
TENDER FORM Subject: Tender for Appointment of Secretarial Auditor.
Form - A
(On letter head of Practicing Company Secretary Firm/LLP)
Date__________ To, The Secretary, RIICO Limited, Udyog Bhawan, Tilak Marg, Jaipur. Dear Sir, I/We, the undersigned, offer to provide the Secretarial Audit services for Financial Year 2017-18 in accordance with your tender enquiry and hereby submit our proposal, which includes: a) Technical Proposal (Annexure-I) enclosed under a separate sealed envelope. b) Financial Proposal (Annexure-II) enclosed under a separate sealed envelope. We hereby confirm that: (a) I am/no partner of the firm is related to any of the Directors or KMPs of the
Company within the meaning of Companies Act, 2013 and Rules made there under.
(b) neither the firm nor its Partners or Associates have interest in the business of the
Company. (c) the appointment/re-appointment will be within the applicable maximum limit
as per the provisions of the Companies Act, 2013. (d) no partners/employees of the firm have been held guilt of professional
misconduct by ICSI or any other regulatory authority.
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I/We agree to bear all costs incurred by us in connection with the preparation and submission of the proposal and to bear any further pre-contract costs. I/We agree to provide all additional information/clarification/documents as may be required by the Company in connection with the processing of proposal. I/We understand that RIICO Limited is not bound to accept the lowest or any proposal or to give any reason for award, or for the rejection of any proposal. I confirm that I have authority of (Insert Name of the Firm) to submit the proposal and to negotiate on its behalf. I/We have read all the terms & conditions of bid and the instructions and these are acceptable to me/us. The fee quoted by us in the Financial Proposal (Annexure-II) is valid till 90 days from the date of submission of the quotation. We confirm that this proposal will remain binding upon us and may be accepted by you at any time before the expiry date. Fee has been arrived out independently without consultation, communication, agreement or understanding (for the purpose of restricting competition) with any competitor. I/We hereby declare that all the information and statements made in this Proposal, Annexure/s, Documents, Certificates, Undertakings, etc. are true and accept that any misinterpretation contained in it may lead to our disqualification. I/We have no objection if enquiries are made about the work listed by me/us in the accompanying sheets/annexure. I/We enclose herewith a Self Declaration Certificate and Certificate in the prescribed format as per Annexure-IV & V.
Signature_____________________ Name & Designation of the Authorised Signatory______________
Stamp of the PCS Firm/LLP______________ Date_________ Place________
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Annexure-I
(On letter head of Firm of Company Secretaries/LLP)
PROFORMA FOR TECHNICAL BID (For conducting Secretarial Audit of RIICO Limited)
To,
The Secretary, RIICO Limited, Udyog Bhawan, Tilak Marg, Jaipur.
Sl.No. Particulars Details
1. Name of the Firm of Company Secretaries (Firm):
Whether Partnership/LLP
Date of approval of name of the Firm from ICSI
Registration Number
Name(s)of the Contact person(s) and the Contact details
PAN No.
GST/Service Tax Regn. No.
Bank Details such as Bank Name, Account Number, IFSC Code,Branch address
(Please Attach all requisite Documentary evidences)
2. Details of Lead Partner under whose supervision Secretarial Audit of RIICO will be conducted:
Name
Post Qualification Experience
Date of Commencement of Practice as PCS.
Certificate of Practice (COP) Number/ (Please Attach Documentary evidences)
3. Details of Office(s)
Address:
Telephone Nos. Fax No. E-mail Website
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4. Number of Secretarial Audits of State and/or Central PSUs/Listed Company (ies) conducted for 2015-16 and onwards. (Please Attach requisite Documentary evidences)
S.No. Name of the Company
Financial Year for which Secretarial Audit Conducted
5. Number of companies to which compliance audit certificates, under the Companies Act, 1956, has been issued and the details of such companies
6. Number of full time Partners in the Firm/LLP. (Please attach documents giving name, membership no., experience etc. of active partners)
7. Annual Turnover of the PCS Firm/LLP in preceding three financial years based on ITR/P&L/GST/Service Tax Return (Please Attach Documentary evidence).
Year Turnover
8. Any other relevant information (Please Attach separate sheet, if required).
Declaration: 1. All the information and documents provided by me/us herein above is
correct and self attested. 2. I/We have no objection if enquiries are made about the work listed by
me/us in the accompanying sheets/annexures. 3. I/We have read all the terms & conditions of bid and the instructions and
these are acceptable to me/us.
Signature_____________________ Name & Designation of the Authorised Signatory______________
Stamp of the PCS Firm/LLP______________ Date_________ Place________
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Annexure-II
PROFORMA FOR FINANCIAL BID (For conducting Secretarial Audit of RIICO Limited)
To, The Secretary, RIICO Limited, Udyog Bhawan, Tilak Marg, Jaipur.
(PRICE BID) Schedule of Rates
Sl.No. Description Lump Sum Fee for FY 2017-18 (Rs.)
A. Fixed Amount (inclusive of all charges, out of pocket expenses etc.)
TOTAL AMOUNT PAYABLE
Amount in Words
Note: The above quoted amount is inclusive of all taxes(GST) and duties.
Signature_____________________
Name & Designation of the Authorised Signatory______________
Stamp of the PCS Firm/LLP______________ Date_________ Place________
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Annexure-III
TERMS AND CONDITIONS FOR APPOINTMENT OF SECRETARIAL AUDITOR
1. Tender shall be submitted through tender document in physical mode only.
2. Tender document fee of Rs.100/- be deposited in RIICO's Bank Account before the
stipulated time for sale of tender document ends. Tender Fee and earnest money deposit of
Rs.1600/- shall be accepted only through Electronic mode of payment like RTGS/NEFT/Inter
Bank Transfer in favour of RIICO Ltd. The details of bank account for payment through
Electronic mode are as under :
Beneficiary : Rajasthan State Industrial Development &
Investment Corporation Limited
Account No. : 14630200000013
IFSC Code : BARB0JAICOM (Fifth Character is Zero)
Name of Bank & Branch : Bank of Baroda, Udyog Bhawan, Jaipur.
3. The bidders may download the Tender Document from the website and shall furnish
documentary evidence (UTR nos./payment advice, etc.) along with Technical Bid in support
of payment of Tender Fee and Earnest Money.
4. The work of Audit shall be completed as per details of tender document/TOR.
5. Conditional Tender and casual letters sent by the Practicing Company Secretaries Firms/LLP
will not be accepted.
6. Tenderer are requested to read the instructions in the Tender Document before submitting the
bid.
7. The terms & conditions of the tender may also be seen on RIICO Website: www.riico.co.in
and on the State Public Procurement Portal (www.sppp.rajasthan.gov.in).
8. All pages of the bid documents being submitted must be signed and sequentially
numbered by the bidder irrespective of the nature of content of the documents.
Unsigned and unstamped bid shall not be accepted.
9. Bid will be valid for a period of 90 days from the last date of submission of the bid as
indicated.
10. The offers submitted by telegram / fax / e-mail shall not be considered. No correspondence
will be entertained on this matter.
11. Conditional bid shall not be accepted on any ground and shall be rejected straightway.
12. No deviation from the tender specification and terms and conditions will be accepted.
13. Any bid received after the prescribed deadline for submission of bids will be summarily
rejected.
14. Bidding CS Firm must not be prohibited by any regulatory authority in offering such services
and also should not have been blacklisted/debarred by any PSU, Central or State Government
Undertaking in the past.
15. Bid received without tender fee and earnest money will be rejected straightway.
16. Technical & Financial proposals are to be kept in two separate sealed envelopes and shall be
placed in third (big one) envelop and it shall also be sealed and marked as 'Offer for
Secretarial Audit Work' and addressed to the Secretary, RIICO Limited, Udyog Bhawan,