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The Maharashtra State Co-operative Bank Ltd (Incorporating The Vidarbha Co-operative Bank Ltd)

Mumbai, Maharashtra.

Invitation for Request For Proposal (RFP) for Selection of Consulting Firms on Banks Panel to:

A] I) Carry out Due diligence & Valuation; and

II) Sale of Properties (Secured Assets) taken in possession under SARFAESI Act 2002

B] Carry out Valuation of Bank Owned Properties

The Maharashtra State Co-operative Bank Ltd Mumbai, Maharashtra (herein after referred to as MSCB)

invites the Request for Proposal (RFP) for Selection of a Panel of Consulting Firms to: A] I) Carry out Due diligence & Valuation; and II) Sale of Properties (Secured Assets) taken in possession under SARFAESI Act 2002 by MSCB (mainly of Co-operative Sugar factories, Spinning mills etc.) And B] Carry out Valuation of Bank Owned Properties

Bidders are responsible to complete the assignment in TWO parts viz. Part - I Due diligence & Valuation; and Part - II Sale of properties (Secured Assets in case of A above). The proposals are invited from the eligible Consulting Firms conforming to the terms and conditions as stipulated in the RFP Document No. MSCB/DIRR/ 712 /2015-16. The RFP document may be obtained by paying a non-refundable fee of Rs.5,000/- (Rupees Five thousand only) in cash or in the form of demand draft in favor of “The Maharashtra State Cooperative Bank Ltd, Mumbai” from the DIRR Department of the Bank during office hours between 1.12.2015 to 28.12.2015. The same may also be downloaded from the official website of MSCB i.e. https://www.mscbank.com/ and may be submitted along with non-refundable fee of Rs.5,000/- (Rupees Five thousand only) in the form of demand draft in favor of “The Maharashtra State Cooperative Bank Ltd Mumbai”. Interested Consulting Firms may please visit Banks website for more information. Pre bid meeting is scheduled on 09.12.2015 at 2.30 p.m. Offers will be accepted by the Bank, in the prescribed format, up to 5 p.m. on 28.12.2015. The Technical Offers will be opened at 29.12.2015 at 11.00 a.m. Date :1.12.2015 (Pramod Karnad) Mumbai Managing Director

The Maharashtra State Co-operative Bank Ltd

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REQUEST FOR PROPOSAL (No. MSCB/DIRR/712 /2015-16)

For

Selection of Consulting Firm/s on Banks Panel to:

A] I) Carry out Due diligence & Valuation and

II) Sale of Properties (Secured Assets) taken in possession under SARFAESI Act, 2002 And B] Carry out Valuation of Bank Owned Properties

by

The Maharashtra State Co-operative Bank Ltd, Mumbai; Maharashtra.

9, Maharashtra Chamber of Commerce Lane,

Fort, Mumbai- 400001.

E-mail- [email protected] & [email protected]

Important dates:

Date of Issue: 1st December, 2015

Document for sale: From 1st December, 2015 to 28th December, 2015

Pre Bid meeting: 9th December, 2015 at 2.30 pm.

Last Date of Submission: 28th December, 2015 up to 5.00 pm

Date of Opening of Tech Bids: 29rd December, 2015 at 11.00 a.m.

mailto:[email protected]


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INDEX

Sr. No. Particulars Page No.

1 Copy of Advertisement 5

2 Introduction – Profile 6

3 Purpose of issuing this RFP 7

4 Scope of work for Part A & Part B. 7-13

5 Eligibility Criteria 13

6 Earnest Money Deposit (EMD) 14

7 Schedule for completing the assignment 15

8 Submission of the Offers 15

9 Last date for submission of offer 16

10 Documents to be submitted with Technical offer 16-17

11 Details to be provided with the Financial offer 17

12 Opening of Technical offers 18

13 Presentation 18

14 Opening of Financial Offer 19

15 Evaluation Criteria 19

16 Criteria to be used for technical evaluation of Bids 20

17 Evaluation of Financial Bid 21

18 Selection Of Successful Bidder And Issuance of LOA 22

19 General Terms and Conditions 23

.


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COPY OF ADVERTISEMENT

REQUEST FOR PROPOSAL (No. MSCB/DIRR/712 /2015-16)

Selection of Consulting Firms on Banks Panel to:

A] I) Carry out Due diligence & Valuation and

II) Sale of Properties (Secured Assets) taken in possession under SARFAESI Act, 2002

B] Carry out Valuation of Bank Owned Properties.

Offers are invited from experienced consultancy firms for selection of the above work. The tender documents will be available from 1.12.2015 to 28.12.2015 on payment of non-refundable cost of INR 5,000/- from the office of the undersigned or can be downloaded from Bank’s website https://www.mscbank.com The last date of submission is 28.12.2015 up to 5.00 p.m.

Dated : 1.12.2015 (PRAMOD KARNAD) Place : Mumbai Managing Director


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The Maharashtra State Co-operative Bank Ltd, Mumbai

TERMS OF REFERENCE for:

A] I) Carry out Due diligence & Valuation; and

II) Sale of Properties (Secured Assets) taken in possession under SARFAESI Act 2002

B] Carry out Valuation of Bank Owned Properties

1. Introduction.

1.1 Profile of MSCB in Brief.

The Maharashtra State Co-operative Bank Ltd, Mumbai is a premier co-operative institute at

State level established in 1911. It is rendering its services to its increasing number of

clientele in more diversified and multifarious bank services and facilities over last century

and has established itself a leader of co-operative movement in the state of Maharashtra. It

has been in the process of helping the economic development of rural Maharashtra through

its 6 Regional Offices and 38 Branches in the State.

The main business of the MSCB can be classified as direct financing for the co-operative

societies, engaged in various fields like Sugar production, Marketing, Spinning Mills, various

types of agriculture processing units; direct financing to some State level and National level

co-operatives and indirect financing through three tier system i.e. MSCB at apex level, DCC

Banks at middle level and Primary Agriculture Societies at grass root level.

1.2 Organisational Set-up.

MSCB has its corporate office in Mumbai. The state-wide operations are managed through

its 6 Regional Offices at Nagpur, Nasik, Pune, Aurangabad, Kolhapur and Nanded. All banking

transactions and operations are being carried out in Centralized Banking System (CBS)

environment at Head office, all branches, Extension counters, Regional offices (6) and its

International Banking Division in Mumbai.

2. Purpose of issuing this RFP.

Various agro-based co-operative businesses such as Sugar Factories, Spinning Mills,

Distilleries, Co-gen, Agro- processing etc. situated at different locations in the State of

Maharashtra are financed by MSCB. These agro-based industries are societies registered

under Maharashtra Co-operative Societies Act, 1961, and private entities are governed by

other existing laws. MSCB in addition to its owned assets has taken possession of the

properties of Sugar factories /Spinning mills of whom the loan is in NPA category under

SARFAESI Act 2002, and intends to sell the properties on “as is where is basis” for recovery

of loans/dues. Hence this RFP is being issued for Selection of a Panel of Consulting Firms

with an intention of expanding existing panel of consulting firms.


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I) To carry out Due diligence & Valuation of the Banks properties as well as those

properties taken in possession under SARFAESI Act 2002; and

ii) To assist in execution of SALE of properties (Secured Assets) through competitive

bidding process.

3. Issue of the RFP document.

The RFP document may be obtained by paying a non-refundable fee of Rs.5,000/- (Rupees

Five thousand only) in cash or in the form of demand draft in favor of the Maharashtra State

Cooperative Bank Ltd Mumbai from the DIRR Department of the Bank. The same may also

be downloaded from the official website of the MSCB i.e. https://www.mscbank.com and

may be submitted along with non-refundable fee of Rs. 5,000/- (Rupees Five Thousand only)

in the form of demand draft in favor of the Maharashtra State Cooperative Bank Ltd

Mumbai.

4. Scope of work.

This RFP is issued mainly for selection of a Panel of Consulting Firms. The entire scope of

work is mentioned as below:

For Part A:

To carry out unit wise Due diligence & Valuation of those properties taken in possession under SARFAESI Act 2002 by the MSCB and submit unit wise detailed Report to MSCB.

4.1 To assist MSCB to arrive at the Reserve Price of the assets for the unit.

4.2 To assist MSCB to carry out Valuation of the MSCB’s owned properties.

4.3 To carry out following activities for execution and completion of SALE of properties (Secured

Assets) taken in possession under SARFAESI Act through competitive bidding process;

i. Prepare the Tender document for selection of prospective Buyers keeping in view the

relevant applicable Enactments /Laws governing/concerning such Sales;

ii. Tender Notice will be issued by MSCB in the print media and on website;

iii. Assist in Conduct of the Pre Bid meeting of the prospective bidders;

iv. Arrange, the site visit, for the prospective bidders, if required;

v. Evaluation (Technical and Commercial) of the Bids received and short listing the same.

Assist MSCB to select the final prospective Buyer.

vi. To take all necessary actions and steps, including meetings, discussions, clarifications

etc. and preparation of the necessary agreement/s and to assist the MSCB to execute

the same with the selected prospective Buyer and complete the procedure for sale

and handing over the possession of the unit to the prospective Buyer in accordance

with procedures/ practices that required to be followed in such Sales under Indian

Law.


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4.5 The bidding process for sell/ auction of movable and immovable property/s of the

units shall be followed in 2 parts viz. Technical Bid and Financial bid. Initially the

Technical Bids will be opened for evaluation and Financial Bids only of those bidders

whose Technical Bid score is 70 or more will be opened,

Even though financial bids are being called for, Part A (I) & (II) of the assignment, the

total fees quoted for both Part A (I) & (II) will be considered as the financial bid of

the respective bidder.

For Part B:

Carry out Valuation of Bank Owned Properties

4.6 Part A (I) -

4.6.1 Due Diligence & Valuation:

The selected Consulting Firm/s is/are required to undertake a reasonable and

realistic assessment of the facts & figures and operating circumstances of the unit to

ensure a full and complete understanding of the process leading to sale under

SARFAESI Act 2002. The Consulting Firm/s must examine the potential of the Unit

for proposed sale keeping in view the following points:

a. Details of Secured Assets

i. Land Area Mortgaged.

ii. Land area as per Land records and as per title search records.

iii. List of Machinery as per mortgage deed.

iv. List of Machinery actual on site.

v. Details of Mortgage charge in case of Consortium finance & details of First

Paripasu charge/ Second/ subsequent charge etc. if any.

b. General Information

i. Brief Profile & General Information of the unit.

ii. Production capacity of the unit.

iii. Board of Directors

iv. Employees Working with the unit

v. Hierarchy of the Organization

vi. Nature of Services/Products

vii. Statutory Auditors & Details of Bankers (Details of Loans & Securities)

viii. Registration Details

ix. Analysis of Statutory Records

x. Other Matters

xi. Insurance Details


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xii. Suppliers

xiii. Customers – National & International

xiv. Agreements (if any)

xv. Foreign Exchange Risks

xvi. Income Tax Details

xvii. Other Taxes (As per the applicability)

xviii. Intellectual Property Rights

xix. Litigation/s pending if any.

c. Balance Sheet Analysis & Profitability Analysis as per latest available record

i. Share Capital

ii. Secured Loans

iii. Unsecured Loans

iv. Fixed Assets

v. Current Assets

vi. Current Liabilities

d. Assessment of Liability of the Secured Creditor/s

i. Ascertain the liability of statutory dues as per SARFAESI Act 2002;

ii. Verification of encumbrances on the land records of the units and ascertain

Statutorily Liabilities of the unit;

iii. Verification from 7/12 extracts & other records about the liability of the

unit.

e. Other General Aspects

i. Study of the Bank’s record including documentation in respect of the

properties charged and surveying the assets proposed for take-over from

logistics, general salability and security points of view.

ii. Detailed and in-depth Due Diligence to be carried out, in addition to the

above points, would also comprise of the following points

a. Availability of Raw Material (Such as Sugarcane)

b. Review of all NOCs/ approvals/ licenses

c. Review of machinery, specifications and usability.

d. Identification of gaps between stock/ machinery on record and actual

stock/ machinery.

e. Review of plant performance since inception and possibility to bring in

to operation with approximate capital investment.

f. Review of manpower, organization and legal aspects those may prove

hindrance in expediting sale.


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4.6.2 Valuation.

The responsibilities of the selected Consulting Firm/s will be inter-alia, to undertake

Valuation of:

I. Secured Assets of the unit mortgaged to the Bank as per Mortgage deed by

adopting different appropriate techniques and methodologies. The methodology

used for valuation should include but is not limited to:

a. Asset Valuation Method

b. Discounted Cash Flow (DCF) in case of working units

c. Balance Sheet Method

d. Transaction Multiple Method/ Market multiples method

The selected Consulting Firms is/are required to consider the following points while

undertaking the valuation as per the above methodologies.

i. The latest annual audited accounts of the respective unit/s

ii. The secured assets are being sold on “as is where is” basis. The information

regarding statutory liability is to be known provided to the prospective bidders

for sale of assets.

iii. The Asset valuation shall be carried out as per the ‘Permissible Land Use’.

4.6.3 The Report shall inter-alia include:

i. Detailed approach & methodology

ii. Assumptions supporting the valuation (Assumptions shall be fully justified and explained in the report);

iii. Ready Reckoner rate of Land as per present land use in the vicinity;

iv. Detailed description of land - Land details, Total land area, Location, present permissible land use etc;

4.6.4. Copies of the following documents should be attached; with the report.

i. Ready Reckoner rate notification for the present land use

ii. Any other relevant document

iii. Any other point considered necessary with justification.

iv. The Consulting Firms shall take into account, inter-alia, opportunity cost and/

or replacement cost of setting up similar unit with the reference to the secured

assets under sale, infrastructure facilities at and around the site, and above all

potential, both present and future for the unit under valuation.

v. If the Consulting Firms in their professional opinion believes that other

methods of valuation may be appropriate, they may also include those

methods in addition to the above 4 methods required. However, the Consulting


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Firms will have to provide a proper justification for using the additional /

alternative method.

4.6.5 Sub-contracting in part or full is not permitted and if noticed it will constitute a breach

of the contract and will invite action as may be deemed fit and appropriate by the

MSCB.

4.7 Part A (II)

To assist in sale of secured assets taken in possession under SARFAESI Act 2002.

The selected Consulting Firms shall take all necessary steps to complete the process

of sale of the secured assets, unit wise, as provided under the provisions of

SARFAESI Act 2002. For the purpose of sale MSCB shall fix the Reserve Price of the

secured assets taken in possession in the light of the valuation report given by the

selected Consulting Firm/s. The sale will be carried out through the competitive

bidding process by issue of Public Tender.

a. The sale (s) shall be conducted at Head Office of The Maharashtra State Co-

operative Bank Ltd, 9, Maharashtra Chamber of Commerce Lane, Fort, and

Mumbai-400001. The sale would start at a pre-determined time and date. The

sale shall be conducted under the supervision of the Authorised Officer/Asset

Disposal Committee of the Bank constituted for the purpose.

b. The sale shall be “subject to approval of The Competent Authority of the Bank,”

As such the highest offer shall be kept on record until a final decision is taken in

the matter.

c. MSCB reserves its right to reject any or all offers without assigning any reason

thereof.

d. The entire process of Sale will be in conformity of the guidelines/norms as may

be stipulated or required under the SARFAESI Act 2002 and all other Statutory

Laws and Enactments governing this matter.

4.8 Part B:

Properties (Movable/ Immovable) owned by the MSCB located in Mumbai, Navi

Mumbai, Pune, Nashik, Aurangabad, Nagpur, Kolhapur, Amravati and any other

location in Maharashtra. The valuation of the assets will be for the purpose of

revaluation as per RBI guidelines.


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5. Eligibility Criteria.

The Consulting Firm/s must submit self attested documentary evidence in support of the following

eligibility criteria in soft as well as hard copies.

i. The Consulting Firms should be a Registered Company/ Partnership Firm/

Proprietary Firm under Indian Law.

ii. The Consulting Firm should have completed valuation assignments of at-least 10

units out of which minimum 2 units should be Sugar/ Spinning Mills in last 3 years.

iii. From out done by agency during last five years, at-least one forth (1/4) units should

have been disposed of.

iv. Consulting Firm/s should have preferably completed Valuation assignments of at

least 2 Sugar/Spinning/Agro-based Mills, Distilleries/ Co-gen units in the

immediately preceding 3 years.

v. Consulting Firm/s should have at least 4 skilled and qualified professionals (e.g. CA/

CS/ MBA/ Engineers (Degree or Diploma holder)/ CWA/ LLB on its Payroll at the time

of submission of the offer.

vi. Consulting Firm/s should have average minimum annual turnover of INR Fifteen

Lakh from all types of consultancy assignments including valuation and due diligence

for last 3 years.

vii. The consulting firm/s should not have been convicted / or have charge-sheet filed

against them.

viii. The Consulting Firm/s must have filed last 3 yrs Income Tax Returns.

ix. The Consulting Firm/s must possess a declaration certificate from Industrial Safety &

Health, Maharashtra State, Mumbai as a “Competent Person/ Agency” under the

provisions of Factories Act, 1948

x. The Consulting Firm/s must be accredited by The Indian Intuition of Engineers (India)

xi. The Consulting Firm/s must be registered with:

1. The Institution of Valuers (India)

2. Insurance Regulatory and Development Authority as a Surveyor and Loss

Assessor under the Insurance Act, 1938

3. The Consulting Firm/s must be a member of Royal Institution of Chartered

Surveyors, Indian Council of Arbitration, Ministry of Commerce, Government

of India, Indian Institute of Insurance Surveyors and Loss Assessors.


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6. Earnest Money Deposit (EMD) -

The offers should be accompanied with a EMD of Rs. 1,00,000 (Rupees One Lakh Only) for

Part A and Part B of the Scope put together, in the form of demand draft issued by a

scheduled Commercial Bank in favor of “The Maharashtra State Cooperative Bank Ltd.”,

payable at Mumbai.

The Bidder can submit the EMD through RTGS (RTGS / NEFT: IFSC: MSCI0082002, A/c. No.

116459 MSCB.) before submission of the Proposal.

The EMD shall be converted into a Performance Security for the successful Consulting Firm.

The EMD of the remaining Consulting Firm/s who have been found not eligible or who have

not been selected shall be refunded within 30 days from the date of the letter informing the

rejection to them.

7. Proposed schedule for completing the assignment

The selected Consulting Firms shall complete the work as required under Scope of work

relating to Part A (I) - Due Diligence and Valuation and submit its report within 60 days from

the date of assignment. The site visit to the unit shall be completed within fifteen days from

the date of assignment. The selected Consulting Firm/s may contact The Authorised Officer

of the concerned unit for any assistance/ information required regarding the site visit to the

unit/s.

MSCB will finalise the Reserve Price for the unit and communicate the same to the

consulting firm. The consulting firm will furnish the Tender Document within a week’s period

preferably from the date of communication of reserve price by MSCB.

8. Submission of the Offers.

The RFP requires a Two Envelope System for submission of the Offer.

Envelope – I : Technical Offer.

The Consulting Firm/s are required to submit the application as per Annexure - 1 along with

required documents in support of the eligibility criteria including EMD and other relevant

documents if any, in a separate sealed envelope titled ‘Envelope – I : Technical Offer ’.

Envelope – II : Financial Offer.

a. The second sealed envelope as per Annexure 2, providing fees chargeable for both

the Part A (I) i.e. for due diligence & valuation fees, and for Part-A(II) , i.e. fees for

completing sale process, inclusive of all applicable taxes and out of pocket expenses,

in a separate envelope titled ‘Envelope – II : Financial Offer’. The offer should be

unconditional and in INR.


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b. The Consulting Firm/s submitting the financial offer shall provide fees chargeable

for Part A (I) and Part A(II) separately but in a single sealed envelope titled as

‘Envelop – II (Part A) : Financial Offer for due diligence & valuation.

c. For Part B:

The Consulting Firm/s submitting the financial offer for Part B shall provide fees

chargeable for valuation of Bank’s properties in a single sealed envelope titled as

‘Envelop – II (Part B): Financial Offer for valuation of Bank’s properties.

d. Above mentioned Envelopes I and II shall be submitted with a forwarding letter and

D.D. or RTGS/ NEFT details for the payment of EMD will be put in outer but sealed

envelope and super scribed as “Offer for Appointment of Consulting Firms” and

will be addressed to the Managing Director, The Maharashtra State Co-operative

Bank Ltd, Mumbai.

9. Last date for submission of offer.

The Completed and sealed Offer should be sent so as to reach this office: at the following

address up to 5:00 pm on 28th December, 2015.

The Manager, DIRR Department,

The Maharashtra State Co-operative Bank Ltd,

9, Maharashtra Chamber of Commerce Lane,

Fort, Mumbai - 4000001, Maharashtra.

E-mail- [email protected] & [email protected]

10. Documents to be submitted with Technical offer.

i. Certified copy of registration certification issued by Registrar of Companies in terms of

clause 5 above.

ii. Interested Consulting Firms are requested to furnish the following Undertaking as a part

of the proposal:

a. We certify that in regard to matters other than security and integrity of the country,

we have not been convicted by a Court of Law or indicted or adverse orders passed

by a regulatory authority which would cast a doubt on our ability to participate in

the valuation of Assets or Assets and liability of Sugar factories /Spinning Mills etc.

financed by MSCB or which relates to a grave offence that outrages the moral sense

of the community.

b. We further certify that in regards to matters relating to security and integrity of the

country, we have not been charge-sheeted by any agency of the Government


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or convicted by a Court of Law for any offence committed by us or by any of our

sister concerns.

c. We undertake that in case due to any change in facts or circumstances during the

pendency of the bid evaluation or thereafter, will attract by the provisions of

disqualification in terms of the subject guidelines and as such EMD shall be forfeited

with cancellation of ongoing assignments awarded by the Bank and

d. We would intimate The Managing Director, Maharashtra State Co-operative Bank

Ltd, of the same in writing within 8 days immediately.

11. Details to be provided with the financial offer

i. The Consulting Firms shall submit the sealed financial offer clearly stating the Lump-sum

Fee chargeable as mentioned in clause 8 ‘Submission of the Offers’ of this document for

the respective unit.

ii. The offer must be unconditional. Conditional offer shall be summarily rejected.

iii. In case of any typographical and or totaling error or mistake in the Financial Offer, the

lesser of the value will be considered. In case there are gross mistake, the Offer is likely to

be rejected outright.

12. Opening of Technical offers

The opening of offers shall take place in the presence of authorized representatives of the

Consulting Firm/s authorized representatives shall carry appropriate identity for verification)

At this time the outer envelope will be opened to:

I. Ascertain that Technical Offers submitted by the bidders are primarily complete in all

respect,

II. Ascertained whether bidder has enclosed the D.D. or RTGS / NEFT details for EMD and

III. Envelops of the Financial Offers are sealed,

The date of presentation to be made by the bidders will announced at the time of opening of the

bids or will be informed through emails.

13. Presentation

As a part of terms of RFP, the Consulting Firms will be required to make a presentation to

explain the details regarding methodology propose to be adopted for timely completion of

the assignments and the underlying assumptions etc.

The submitted offers shall be scrutinized and evaluated by MSCB on the basis of details

provided in “Envelope – I : Technical offer”. All information supplied by the bidder in

presentation, either as general information or in answer to the specific questions by Bank,

shall be considered binding on the bidder/s and shall form the part of the bidder's proposal.


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Those bidders who shall score 70 or more marks in the technical scrutiny shall be eligible

for opening of Financial Offers. And therefore, only those bidders shall be called for

opening of financial offers.

Bidders who do not qualify in the technical scrutiny shall be refunded their EMD amount

immediately.

14. Opening of Financial Offer

The date for opening of financial offer will be communicated on the date of presentation or

through email at a later date also. Those bidders who score less than 70 marks in the

technical scrutiny will neither qualify nor be invited for opening of financial offers. Those

bidder who may not have exercised the option in para 3 of financial offer document will be

asked whether they will like to exercise the option.

Those bidders who earlier did not wished to opt for matching the price will also be given an

opportunity to revise their decision.

15. Evaluation Criteria:

All the valid Offers will be evaluated on the basis of the points mentioned below:

i. Standing of the Firm in the Market in terms of the number of years.

ii. Gross average annual Revenue for last 3 years from consultancy assignment.

iii. Average number of Professionals on payroll for past 3 years.

iv. The number of completed valuation assignments of units and number of units with a minimum asset value of INR 40 crores each in the immediately preceding 3 years.

v. The number of successfully completed valuation and selling assignments of Sugar/Spinning Mills, in the immediately preceding 3 years.


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16. Criteria to be used for technical evaluation of Bids are as follows.

Sr. No. Particulars Max Marks Marks

Obtained

1 Relevant experience of the Bidder in years 15

A 3 years 5

B For 3 years above to 5 years 10

C More than 5 years 15

2 Turn Over of the Company in INR 10

A 15 Lacs to less than 50 Lacs 6

B 50 Lacs to less than 1 crores 7

C 1 crores to less than 2 crores 8

D 2 crores and above 10

3 Number of Valuation and Due diligence assignments of Sugar / Spinning

Mills carried out during last 3 financial year i.e. 2012-2013, 2013-2014

and 2014-2015

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A Valuation of Sugar / Spinning Mills (Max 15 Marks)

Valuation Range Marks per

Assignment

No. of Assignments Total

Marks

1 More than 40 crores 2.50

2 More than 30 Crores and up to Rs.40 Crores 2.00

3 More than 20 Crores and up to Rs. 30 Crores 1.50

4 more than 10 Crores and up to Rs. 20 Crores 1.00

5 Less than 10 Crores 0.50

B Valuation of units other than Sugar / Spinning Mills (Max 5 Marks)

Valuation Range Marks per

Assignment

No. of Assignment Total

Marks

1 More than 40 crores 2.00

2 More than 30 Crores and up to Rs.40 1.50



5 Less than 10 Crores 0.40

4) Team size with Key persons forming core team 40% weightage shall

be for educational qualification and 60% weightage shall be for

experience in the field

30

No of

Years

Team

Size

A Team with professional qualification like CA/ CS/ MBA/ Engineer/

CWA/ Law Graduate on the payroll of the Company at the time of

submission of offer

5 10 &

above 30

3 <10 20

2 <5 10

5

Success in sale of assets in which valuation and due diligence is done

during last five years. 15

Year

No. of units

valued

Mark for per unit

sold

(a)

No. of units whose

assets sold at or above

reserve price (b)

Total

Marks

(a * b)

2010-2011 to 2014-15 3

6 Presentation on methodology for timely completion of assignment 10

TOTAL TECHNICAL EVALUATION SCORE 100


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17. Evaluation of Financial Bid : 17.1 Financial offers/bids of only those bidders scoring minimum 70 marks and above in technical

scrutiny will be opened and the bids will be arranged in ascending order of the commercial bid and will be termed as L1, L2, and L3……. For the type of bid i.e. to carry out VALUATION of the Banks Movable & Immovable properties and those properties taken in possession under SARFAESI Act, 2002; and assist Bank in execution of SALE of properties (Secured Assets) through competitive bidding process.

17.2 The Bank proposes to have a panel of valuers and for this purpose, the technically qualified

bidders whose Commercial Bids are not more than 25% higher than the L1 will be given the option to match the price quoted by L1.

17.3 Financial score of Bids –

Technically Qualified Bidder quoting lowest financial bid or agree to match the lowest price bid i.e. L1 will be given 100 marks for their financial bid and marks for financial bids would be calculated as under;

Financial Score = 100 * X / Y Where

X = Price of lowest responsive bidder Y = Price quoted by concerned responsive bidder

17.4 Selection of Successful Bidder and issuance of LOA The technical bids would carry a weightage of 50% and financial bids would carry a weightage of 50%. The Total score of each bidder will be arrived at by as under. Total score = (0.5 X Technical Score) + (0.5 X Financial Score) Bank will prepare the panel of 3 or more agencies for the work to be carried out as per this RFP based on the highest score (Technical + Financial).

18 Selection Of Successful Bidder And Issuance of LOA

18.1. The Bank reserves the right to contact any BIDDER, Client/ Bank for clarification or

information submitted, to contact current and past customers of the BIDDER and

to use other sources of obtaining information regarding the BIDDER, which may be

deemed appropriate and would assist in the evaluation.

18.2 In addition, Bank reserves the right to negotiate/ discuss any point/ issue in the

proposal or the subsequent contract with the BIDDER/s. However, there will be no

negotiation on fees except seeking consent for matching L1 bid as above.

18.3 The 3 year Contract will be executed by abiding laws and the directives,

instructions, guidelines issued by the Regulators and competent authority from

time to time. During the 3 year tenure of the Contract nothing shall be done by the

BIDDER/s in contravention of any Law, Act and/ or Rules/Regulations, there under

or any amendment thereof.


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18.4 MSCB will not entertain any enquiries from the BIDDER/s post tender opening on

the status of the bid, nor allow any price modifications during the course of the

techno commercial evaluation, till the selected BIDDER/s is/are notified. No

BIDDER shall contact MSCB on any matter relating to its offer/bid. Any effort by a

BIDDER to influence MSCB in its decision on offer/ bid evaluation, comparison or

contract award decisions may result in the rejection of the BIDDER’s offer/bid

forthwith. Any decision of MSCB in this regard shall be final, conclusive and

binding on the BIDDER.

19 General Terms and Conditions

i. All offers received and opened will be first scrutinized with respect to Technical Offers

only.

ii. The Envelope containing Financial Offers will be opened ONLY for those bidders whose

technical offer are found to be eligible i.e. technical score is 70 or more.

iii. All Technical Offers which are not submitted as per the requirement as stipulated in the

RFP will be treated as Invalid and will be summarily rejected.

iv. Out of the remaining Technical Offers, Offers that do not satisfy the Eligibility Criteria as

mentioned in the RFP, will be treated as not eligible and will be rejected.

v. Thereafter Financial Offers of all the Consulting Firms will be opened in presence of

those bidders whose technical bid score is 70 or more marks. Unit-wise and checked for

accuracy and format as required under the RFP. Those found faulty will be rejected

outright.

vi. The financial offer for due diligence, valuation and sale process (combine for part A and

part B of assignment) will be the basis for selection /shortlisting of the Consulting Firms.

20. Letter of Appointment

Bank shall issue a Letter of Appointment to the Selected/shortlisted Consulting Firms after

completion of the offer evaluation and selection process.

21. Payment of fee to the appointed Consulting Firms

a. The fee towards Part A Due diligence & Valuation will be payable after submission of

Due diligence & Valuation Report of those properties (Secured Assets) taken in

possession under SARFAESI Act, 2002 by MSCB (mainly of Co-operative Sugar factories,

Spinning mills etc.) And Movable & Immovable Properties owned by the Bank.

b. The amount of fees towards Part B- Sale will be paid after completion of Sale process.

c. In case sale of assets under taken under part A (II) of Scope of Work, is not successful in

first attempt, the consulting firm will be paid one fourth (1/4) part of fee quoted for Part


19

A (II). In such cases Bank may continue to avail the services of consultant for subsequent

attempt of sale. On successful completion of sale process, balance fee out of part A (II)

will be paid.

22. Period for completion of assignment under Part A (I).

The last date for submission of due diligence and valuation report is 60 days from the

issue of letter of assignment. If the assignment is not completed within 60 days penalty

@ 0.5 % per day on the amount payable for Valuation and due diligence work (Part A (I))

up to the maximum of 15 % shall be imposed & deducted from the fees payable. If the

assignment is not completed within 90 days (including 30 days extended period) from

the date of award of the assignment, MSCB reserves the right to withdraw the

assignment without payment of fees or the expenses incurred by the assignee.

23. Deliverables –

Part A (I) Deliverables will be

i. Two copies of due diligence and valuation report in separate sealed envelopes of

each of the unit/s both in hard copy and soft copy.

ii. The report shall also include the summary of due diligence and valuation.

iii. A presentation to explain the recommended valuation.

Part A (II) deliverables will be

i. Tender document,

ii. Advertisements,

iii. Pre offer meeting report

iv. Technical evaluation report on each proposal,

v. Short listing of bidders,

vi. Clarifications/negotiations summary reports,

vii. Financial evaluation report

viii. Final selection of bidder report,

ix. Meetings with bidder reports,

x. Complete report on the proceedings on hand over and realization of the price

i.e. completion of all formalities to complete the sale to the bidder.

Part B Deliverables will be

i. Two copies of due diligence and valuation report in separate sealed envelopes of

each of the unit/s both in hard copy and soft copy.

ii. The report shall also include the summary of due diligence and valuation.

A presentation to explain the recommended valuation.


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24. Conflict of Interest

The Consulting Firms selected on the Panel shall not engage, and shall cause their Personnel

not to engage, either directly or indirectly, in any business or professional activities which

would conflict with the activities assigned to them under this assignment. Further, the

Consulting Firm/s and any of their affiliates shall not get associated as Consultant/ Advisor or

in any other capacity for the transaction relating to transfer of assets or assets and liabilities

of Sugar factories/Spinning Mills etc. of The Maharashtra State Cooperative Bank Ltd up to

one year after the execution of the Transfer Agreement.

25. Confidentiality

The Consulting Firms selected on the Panel shall not, during the term of the assignment and

up to 5 years after the execution of the assignment, disclose any proprietary or confidential

information relating to the valuation to any person without the prior written consent of the

Bank. The valuation report shall be considered as Confidential.

26. Other terms and conditions

a. All the information/details to be supported by authentic documents duly certified by the

authorized signatory.

b. Bank reserves the right to reject any or all offers at any stage without assigning any reason

thereof or hold negotiations with any or all Consulting Firms or others interested and

qualified parties.

c. Bank reserves the right to add/delete/modify any one or more of the terms and conditions

before the submission of the offer.

d. Selected Consulting Firm/s on the Panel are supposed to give signed copy of the

appointment letter as a token of acceptance and will have to execute an agreement with

MSCB for the services to be provided under this RFP in the enclosed format.

e. Bank reserves the right to discontinue the services of the appointed Consulting Firms at any

point of time on account of force-majeure or non-satisfactory performance by the

consultant /Consulting Firms.

f. The consultant/Consulting Firm/s is/are required to comply with the directions issued by

Bank.

g. The validity of the offer will be 180 days from the last date of submission of the offer.

h. All disputes will be subject to the jurisdiction of courts in Mumbai.

i. At all stages, MSCB will be kept informed of the developments/progress and periodic

discussions/consultations will be held with the Bank and its committee.

j. Sub-contracting; in part or full is not permitted and if detected it will constitute a breach of

the contract and Bank reserves right to terminate the Contract.

---------------------------


21

ANNEXURE-I

APPLICATION

(On the letter head of the consultant/Consulting Firms)

Date:

To,

Managing Director, The Maharashtra State Co-operative Bank Ltd, 9, Maharashtra Chamber of Commerce Lane, Fort, Mumbai 4000001, Maharashtra.

Ref: Your advertisement in ____________ dated__________ Sub: A] I) To Carry out Due diligence & Valuation; and II) Sale of Properties (Secured Assets) taken in possession under SARFAESI Act, 2002 and

B] To Carry out Valuation of Bank Owned Movable & Immovable Properties.

Sir, Being duly authorized to represent and act on behalf of_____________________ (hereinafter

referred to as "the Consulting Firm"), and having reviewed all the terms & conditions of the above

referred advertisement, accept the same. Further, we have fully understood all of the

requirements of RFP and hence we hereby apply for the assignment.

We certify that we______________________________ (Name of the Consulting Firms) satisfy all

the eligibility criteria provided in the RFP and we have provided all required and necessary

documents in support of the technical eligibility criteria.

We hereby declare that our company or any of the member of the consortium are not indulged in

any such activities which can be termed as the conflicting activities as given in the RFP document.

We also acknowledge and understand that in case of misrepresentation of the information, our

proposal/contract shall be rejected/ terminated, which shall be binding on us.

We are enclosing sealed Technical and Financial Offers as per the Terms of Reference and DD of Rs.

1.00 lakh issued by _____________________Scheduled Commercial Bank payable at Mumbai,

towards offer security.

We certify that in regard to any matter/s in remotest connection to the security and integrity of the

country, we have not been convicted by a any Court of Law or indicted or have any adverse orders

passed by any regulatory/ tax authorities which would cast a doubt on our ability to participate in

the valuation of Assets or Assets and liability of Sugar factories/Spinning Mills financed by MSCB or

which relates to a grave offence that outrages the moral sense of the community.

We further certify that in regards to matters relating to security and integrity of the country, we

have not been charge-sheeted by any agency of the Government or convicted by a Court of

Law for any offence committed by us or by any of our sister concerns.


22

We undertake that in case due to any change in facts or circumstances during the pendency of the

bid evaluation or thereafter, we attract by the provisions of disqualification/ expulsion in terms of

the subject guidelines; we would intimate The Maharashtra State Co-operative Bank Ltd, of the

same in writing within 8 days immediately.

We are enclosing all the documents in support of the eligibility criteria as per the requirements of

the RFP.

Yours sincerely, Signature

Name (Authorised Signatory) and Seal of the Company


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ANNEXURE-II FORMAT FOR FINANCIAL OFFER

(On the letter head of the Consulting Firms)

To,

Managing Director The Maharashtra State Co-operative Bank Ltd, 9, Maharashtra Chamber of Commerce Lane, Fort, Mumbai 400001, Maharashtra.

Ref: Your advertisement in ____________ dated__________

Sub: A] I) Carry out Due diligence & Valuation; and

II) Sale of Properties (Secured Assets) taken in possession under SARFAESI Act, 2002 and

B] Carry out Valuation of Bank Owned Properties.

Sir,

1. Our company has perused the RFP document for subject assignment, contracting Scope of Work,

terms & conditions and other details. Our company is willing to undertake and complete the assignments as per terms and conditions stipulated in the RFP document.

2. Our offer inclusive of all taxes including service tax, VAT, incidentals, overheads, travelling

expenses, printing and binding of reports, all sundries, all other expenditure for execution of this service/assignment covering all 'Scope of Work’ as mentioned in the RFP document of the Managing Director, is as follows,

Part Particulars Financial offer

per unit Rs. *

Service Tax @ __%

Other tax if any @

___%

Total (3+4+5)

1 2 3 4 5 6

A (I) For Due diligence & Valuation of the unit

Valuation fee

A (II) For Sale of Properties (Secured Assets) taken in possession under SARFAESI Act, 2002

Valuation fee

B For Valuation of Bank Owned Properties

Valuation fee

* Lump sum fee for Part 'A' and Part 'B' is required to be quoted separately.

3. * If my Bid is up to 25% higher than the lowest Bid, I am willing to match the lowest price Bid received

OR * I am not willing to match the price of lower Bid * Strike out whatever is not applicable.

4. This offer is valid for a period of 180 days from the date of opening of the offer. 5. Variation in taxes if any will be on MSCB's account.

Witnesses Signature Signature of Authorised Person

Name : Name :

Address : Address and Seal of the company:

Note: Bids will be evaluated based on total fees quoted for part A (I), A (II) and Part B.


24

Annexure III

A. Asset Valuation Method

(INR in Lacs)

Valuation Method Amount

A. Asset Valuation Method

Land

Building

P&M

Other Assets*

Total (A)

B. Balance Sheet Method

Land

Building

P&M

Other Assets*

Total (A)

Net Current Assets

TOTAL

C. Transaction Multiple Method (for each parameter used)

Parameter Value of the Unit

Comparable Multiple

Valuation

D. Discounted Cash Flow Method $ (For each unit provide the following details)

Year End

Sales

Growth in Sales (%)

EBITDA Margins (%)

EBITDA

Depreciation

Tax

Free Cash Flows

Terminal Growth Rate

Terminal Cash Flow

Discounting Rate

Discounted Cash Flows

Valuation

* The Details of the other assets including trees, intangibles, etc. be given $ The details of the calculations of the method including the assumptions and

formulae be also mentioned separately.