Sale of IFCI’s stake in The Clearing ... - ifciltd.com · Tender No. IFCI/S&AD/CCIL/2017-18- 04...

Tender No. IFCI/S&AD/CCIL/2017-18- 04 Dated: January 05, 2018

Sale of IFCI’s stake in

The Clearing Corporation of India Ltd. (CCIL)

TENDER DOCUMENT

IFCI Tower, 61, Nehru Place New Delhi 110 019

Date of Issue: Friday, the January 05, 2018

Last Date of Submission: Friday, January 19, 2018 up to 15:00 hours (IST)

Tender Document for Sale of shareholding of IFCI in CCIL

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1. Background

1.1 IFCI Limited (IFCI) is the oldest Development Financial Institution of the country set-

up in 1948 as a statutory corporation under Industrial Finance Corporation Act, 1948 (IFC

Act) for providing medium and long-term finance to the Industrial sector. IFCI is a

Government Company in terms of Section 2(45) of Companies Act, 2013 with Government

of India’s shareholding of 51.04%, as on September 30, 2017, of total paid up share capital

of IFCI. IFCI is also registered with Reserve Bank of India (RBI) as a Systemically Important

Non-Deposit taking Non-Banking Finance Company (NBFC-ND-SI). The primary business of

IFCI is to provide short-term, medium-term and long-term financial assistance to the

manufacturing, services and infrastructure sectors.

1.2 CCIL was promoted by six ‘core promoters’ identified by RBI’s Core Committee viz. SBI,

IDBI Bank, ICICI Bank, LIC, BOB and HDFC Bank. CCIL was incorporated with an Equity

Share Capital of Rs.50 crore (5,00,00,000 equity shares of Rs.10 each). During the

incorporation phase of CCIL, apart from the “identified core promoters”, IFCI had also

invested in 20,00,000 (twenty lakh) equity shares, which constitutes 4% of the total equity

share capital of CCIL. In addition to above, CCIL’s capital includes 8.5% Redeemable, Non-

Convertible, Cumulative Preference Shares of Rs.50 crore issued to various public as well as

private entities.

1.3 The Clearing Corporation of India Ltd. (CCIL) was set up in April, 2001 to provide

guaranteed clearing and settlement functions for transactions in Money market, G-Secs,

Foreign Exchange and Derivative markets. CCIL also provides non-guaranteed settlement for

Rupee interest rate derivatives and in cross currency transactions through the CLS Bank.

CCIL is also the Trade Repository for all “Over the counter (OTC)” transactions in the Forex,

Interest Rate and Credit derivative transactions to enable financial institutions report their

transactions in derivatives.

1.4 CCIL has continuously evolved over the years with the shifting paradigms of the

financial arena to take on various roles in the financial market. Through its fully owned

subsidiary, Clearcorp Dealing Systems Limited (CDSL), CCIL has introduced various

platforms for electronic execution of deals in various market segments viz .

Further, CDSL has developed, implemented and manages the NDS-OM - the RBI owned

anonymous electronic trading system for dealing in G-Secs and also for reporting of OTC

deals as well as the NDS-CALL platform which facilitates electronic dealing in the Call, Notice

& Term Money market.


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1.5 CCIL is also the Trade Repository for all OTC transactions in the Forex, Interest Rate

and Credit derivative transactions. Portfolio Compression is also undertaken semi-annually

for non- cleared Rupee Interest rate Swaps and cleared Forex forward derivative

transactions. CCIL through its subsidiary Legal Entity Identifiers India Limited is the Local

Operating Unit (LOU) for issuing globally compatible Legal Entity Identifiers (LEIs) in the

Indian financial market. Currently, CCIL is the Calculation Agent for some of the important

Benchmarks used by the market under the aegis of the Benchmark Administrator, Financial

Benchmarks India Limited (FBIL). CCIL has received the ISO/IEC 27001:2013 certification

from DNV GL in 2015 for securing its information assets. CCIL through its publications and

website updation disseminates information and statistics pertaining to CCIL’s operations and

the financial markets.

2. Objective

2.1 IFCI intends to sell its entire equity shareholding in CCIL i.e. 20,00,000 (Twenty

Lakh) fully paid up unencumbered equity shares each of face value of Rs.10/- each to

interested buyer(s)/ purchaser(s) by way of sale through a competitive bidding process. The

proposed sale by IFCI is hereinafter referred to as the “Transaction.”

2.2 The Tender Document has been prepared to enable the potential Bidders to submit

their bids/ proposals for purchase of IFCI’s equity shares in CCIL in the format prescribed

and as per details and schedule given in the Tender Document. IFCI will select the

successful Bidder(s) from among those who respond to the Tender Documents and file bid

as per the procedure detailed in the Tender Documents.

3. Evaluation Process & Criteria

The proposals submitted by the Bidders shall be evaluated in accordance with the Evaluation

Procedure laid down in this Tender document.

3.1 Eligibility Criteria

The Bidders must satisfy the following eligibility criteria before submitting their proposals:

i. The bid may be submitted by any company incorporated/ registered in India

including Insurance Companies, Statutory Corporation, Mutual Funds, FIIs,

Scheduled Commercial Banks, Public Sector Undertaking, State/ Central

Government Department / Institution and, any Body Corporate or Trust,

otherwise eligible for purchasing the shares of an Indian company.

ii. The prospective buyer should be a User of at least one of the Payments

Systems of CCIL (viz. Securities Segment, CBLO, Forex Settlement Segment,


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Rupee Derivative Segment) in the ordinary course of its business. For this

purpose, the term 'ordinary course of business' means the prospective buyer

should be a User of any of the Payments Systems of CCIL as part of its regular

business activity and should have been an active user in the past six months.

Compliance to this criteria will be up to the satisfaction of Reserve Bank of India

(RBI) and CCIL, which shall be ascertained, later, by sending the details of the

successful bidder to RBI & CCIL. Non satisfaction of RBI and / or CCIL will lead to

cancellation of the bid and the EMD will be returned without interest.

iii. The bidder should be eligible to invest in terms of extant rules and regulations

that are applicable for investment issued by its regulatory authority and there

should not be any prohibition or restriction on such investment imposed by any

regulatory authority.

iv. The bidder shall furnish a declaration in respect of requirements as set out in No.

ii & iii above.

v. The bids are required to be submitted as per the terms and conditions specified

in this Tender Document and any other subsequent additions and modifications

thereof, which shall be uploaded on the website of IFCI Ltd. Individuals,

proprietary concerns, partnership firms, association of people, clubs, co-operative

societies, LLP etc. are not eligible to participate in the bidding process.

vi. The Bidders cannot submit bids in consortium with other parties. Bid submitted

on consortium basis will be summarily rejected.

vii. Documentary evidence for all the aforementioned eligibility criteria should be

submitted within seven days from the date of opening of bids.

viii. Upon ensuring the due diligence process, the proposal of the successful bidder

will be placed before the Board / Share Transfer Committee of Directors of CCIL.

The Board / Committee on being satisfied that the prospective buyer is a fit and

proper person, will accord its approval.

4. Disqualification

4.1 IFCI shall not consider for the purpose of qualification, any bid that is found to be

incomplete in content and/ or attachments and/ or legal capacity/ authenticity.

4.2 Without prejudice to any other rights or remedies available to IFCI, the Bidder may

be disqualified and its bid dropped from further consideration for any reason whatsoever

including but not limited to those listed below:


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(i) Misrepresentation by the Bidder;

(ii) Failure on the part of the Bidder to provide necessary and sufficient information

required to be provided in the Bid Package;

(iii) Failure to comply with the terms and conditions mentioned in the Tender Document;

(iv) If the bid is not as per the format prescribed in the Tender Document;

(v) If the bid is not accompanied with the required documents and bid deposit in form of

Demand Draft in favour of “IFCI Limited”;

(vi) If the bid and other documents are not signed by the authorized signatory of the

Bidder.

4.3 If any information comes to the knowledge of IFCI, which would have entitled IFCI

based on the prescribed Tender Document / submission requirements specified in the RFP,

to reject or disqualify the Bidder, IFCI reserves the right to reject the Bid of the Bidder at

the instant time, or at any time thereafter as and when such information comes to the

knowledge of IFCI and the bid deposit will be forfeited in such cases.

5. Submission of Proposals

5.1 The bids are to be submitted online in electronic format on website

https://ifci.etenders.in or in physical form. The Bidders may download Tender Document

along with terms and conditions from IFCI website www.ifciltd.com home page by clicking at

https://ifci.etenders.in/. The bidders are required to file Bid electronically / physically, on or

before the last date mentioned in this tender document and submit all the required

documents. However, the physical bids and / or the hard copy of the Bids filed

electronically, along-with all required documents as mentioned in this Tender document,

should be dropped in drop box placed on ground floor of IFCI, on or before the last date &

time of submission of the bids, as mentioned in this RFP, in a sealed cover super scribed

“Bid for Purchase of IFCI’s equity stake in CCIL ” at following address :

The General Manager (S&A Dept.)

IFCI Limited, IFCI Tower

61 Nehru Place, New Delhi-110019

e-mail: [email protected]

5.2 The bidders are requested to submit their bids prior to last date of submission to

avoid any technical or other difficulty resulting in non-submission of their bids due to non-

availability of website at last moment and for any reason whatsoever. Neither IFCI nor the

E-Tendering service provider shall be responsible for any issues such as internet connectivity

http://www.ifciltd.com/

mailto:[email protected]


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or non-compatibility of internet browser or corrupt files uploaded by the bidder (uploaded

file should open properly and clearly visible in Adobe Acrobat reader). The last date and time

of submission of bids will not be extended due to slowdown of the system or congestion due

to traffic flow at the time of submitting tender. The bidders will have an option to submit

their bids directly in physical form also in a sealed envelope to IFCI in a Box kept on Ground

Floor, IFCI Tower, 61, Nehru Place, New Delhi - 110 019 captioned “Tender Document

for Purchase of IFCI’s equity shares in CCIL”. However, in case of electronic

submission of bids , a physical submission of bids along with all the required documents, on

or before the last date & time, is mandatory.

5.3 Bidders who wish to participate in this tender through electronic mode, will have to

register on line https://ifci.etenders.in . The Bidders will have to procure a Digital Signature

Certificate (Type-II or Type-III) as per information Technology Act - 2000 using which they

can sign their electronic bids. The Bidders can procure the same from any CCA approved

certifying agency etc. or they may contact IFCI E-tender service provider M/s Nextenders

India (Pvt) Ltd. , Help Desk Contact no. 8743042801/9811038892/9871960044 (at 9.30 AM

to 5.30 PM on all working days) Email: [email protected] ,

[email protected] , [email protected]

5.4 Bidders who already have a valid Digital Signature Certificate do not need to procure

a new Digital Certificate. The bidders are requested to read the user manual available on

website https://ifci.etenders.in before initiating the process of E-Tendering.

5.5 At any time prior to the deadline for submission of Bids, IFCI may, for any reason,

whether at its own initiative or in response to a clarification sought by any prospective

bidder, modify the bidding documents by amendment/ addendum/corrigendum. The

corrigendum/ addendum, if any, will be uploaded on IFCI’s website – www.ifciltd.com.

Bidder must keep track of any corrigendum and/ or addendum or any change in the

schedule or any other relevant information issued in respect of the subject tender by IFCI.

5.6 Before electronically submitting the bids, it should be ensured that all the required

documents are digitally signed by the bidders. The online bids will have to be digitally signed

and submitted within the time specified on website https://ifci.etenders.in.

5.7 The successful bidder shall enter into integrity pact and confidentiality agreement, as

required, with IFCI within the time frame mentioned in the award letter.

6. Technical Proposal

6.1 The Technical Bid document shall comprise a Letter of Bid Submission, Statement of

Legal Capacity, Confirmation-cum-Undertaking for ‘Fit and Proper Person’ and Request for






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Qualification (RFQ), which are to be submitted in the formats prescribed as per Annexures

I to V. The Bidders shall submit the Technical Bid complete with all technical and

commercial details and necessary documents for Eligibility and Technical Evaluation. The

Technical Bid shall also include, but not be limited to, the information as given below:

(i) Bidder’s Profile (particulars of constitution, ownership, main business activities,

registration details, size, existence and geographical presence including number of

offices and infrastructure, human resources, experience, reputation etc). Certificate of

Registration of Bidder or any equivalent document should be attached.

(ii) Copy of PAN Card of the Bidder.

(iii) Copy of Proof of Registered Office of the Bidder.

(iv) Copy of Certificate of Incorporation (in case of Corporate).

(v) Memorandum & Articles of Association (in case of Corporate).

(vi) A copy of documentary evidence of membership / user of CCIL payment system.

(vii) A declaration with respect to the following that;

a) The prospective buyer is a User of at least one of the Payments Systems of CCIL in

the ordinary course of its business.

b) The bidder is eligible to invest in terms of extant rules and regulations that are

applicable for investment issued by its regulatory authority and there is no

prohibition or restriction on such investment imposed by any regulatory authority.

(viii) Financial Soundness of the Bidder (turnover and net worth for the last 3 (three)

years). This should be supported by enclosing the Audited Financial Statements

(comprising of Auditors Report on the Financial Statements, Balance Sheet, Statement

of Profit and Loss, Cash Flow Statement, Notes/Schedules to the Financial Statements

and Director Report) for the last 3 (three) years, including FY 2016-17.

(ix) Details of pending litigation(s) and/or legal/ statutory enquiries if any, by the Bidder

against CCIL, if any, as also details of any past criminal conviction against sponsors/

partners/directors of the Bidder.

(x) Details of any indictment of the Bidder by Income Tax, Sales Tax, Customs or Excise

Authorities, SEBI, RBI or any other regulator.

(xi) Authorization/ delegation of power to enable the authorized signatory to sign the Bid.


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6.2 The Technical Proposal shall be uploaded electronically. However, the signed original

Technical Proposal uploaded electronically, shall be placed in a sealed envelope. The

envelope shall clearly mention the Date, Bidder’s Name and Address and shall be super

scribed “Bid for Purchase of IFCI’s equity shares in CCIL.”

6.3 However the bidders will also have an option to directly drop their bid documents, in

physical form, in a Box kept on Ground Floor, IFCI Tower, 61, Nehru Place, New Delhi -110

019 captioned “Tender Document for Purchase of IFCI’s equity shares in CCIL”

positively by 15:00 hrs (IST) on Friday the January 19, 2018.

6.4 The Technical and Financial Proposals submitted should be unconditional for

acceptance. Conditional proposals shall be summarily rejected.

7. Financial Proposal and Reserve Price:

7.1 The Financial Proposal (as per Annexure - V), is required to be submitted online

through website https://ifci.etenders.in or in physical form as specified in para 5. The

Financial Bid shall be submitted on a “per share basis” hereinafter referred as bid

price, either for entire stake i.e. 20 lakh shares or for part stake not below

2,50,000 shares. The quantity of bid should be in multiple of 2,50,000 shares and

shouldn’t exceed 20,00,000 shares. The reserved floor price has been fixed at Rs.601/- per

share and bid price should be equal to or above the floor price.

7.2 The financial bid should be submitted in the format as per Annexure - V only. All

bids shall be denominated in Indian Rupees (INR) only. Bid (s) received below the

Reserve Price, will be rejected outright despite fulfilling the Technical Eligibility

Criteria.

7.3 The prospective bidders are advised not to mention any value of EMD in the

technical bid. The instrument / DD for EMD is required to be submitted physically along with

a covering letter in a separate sealed opaque envelope and may be submitted, within the

technical Bid envelope, with financial bid/proposal, to be dropped in a box kept on ground

floor of IFCI Tower, 61-Nehru Place, New Delhi, by the stipulated time frame, i.e. Friday,

January 19, 2018 at 15:00 hrs (IST).

8. Pre-Proposal Queries

8.1 The prospective Bidder(s), requiring any clarification on the Tender Document may

notify the same in the form of query to IFCI latest by 17:00 hrs (IST) on Wednesday,

January 17, 2018. Queries can be sent to [email protected], Telephone: +91 011-

41732544, +91 011- 41732578, +91 011- 41732575 & Mob. 9990725951/ 9810094438/

9599092966. IFCI would endeavor to respond to the queries at the earliest.



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8.2 IFCI reserves the right, in their sole discretion, not to respond to any query/ question

raised or provide clarification sought, if it is considered that it would be inappropriate to do

so. Nothing in this section shall be taken or read as compelling or requiring IFCI to respond

to any question or to provide any clarification. No extension of any time and date referred to

in this Tender Document shall be granted on the basis or grounds of IFCI not responding to

any question / issuing any clarification.

8.3 For information of all the interested Bidders, a Company Profile of CCIL, is given in

Annexure - VI.

9. Bid Security/ Performance Guarantee/ Earnest Money Deposit (EMD)

9.1 The Financial Bid must be accompanied by an Earnest Money Deposit (EMD)

equivalent to 10% of the total consideration, (viz. per share bid amount multiplied by the

number of shares offered) by way of a Demand Draft drawn on any scheduled commercial

bank in favor of “IFCI Limited”, payable at New Delhi.

9.2 The EMD shall be refunded to the unsuccessful Bidders within 15 days from the date

of acceptance of LoI by the Successful Bidder (H-1). Successful bidders may substitute EMD

with Bank Guarantee of equivalent amount issued by a scheduled commercial Bank in favour

of IFCI with validity up to at least six months from the date of issue, subject to approval of

terms of guarantee by IFCI.

9.3 No interest shall be payable on the EMD by IFCI Ltd. Financial Bids without EMD as

specified as para 10.1 above would be considered as incomplete and shall liable to be

rejected at the discretion of IFCI. Any decision in this regard taken by IFCI shall be final,

conclusive and binding on the Bidder.

10. Last Date for submission of Proposals

10.1 The prospective Bidders may file their bids, electronic and / or physical submission,

positively by 15:00 hrs (IST) on Friday, the January 19, 2018).

However, in case of receipt of bid(s) of less than 20,00,000 equity shares of CCIL, the last

date may be extended, at discretion of IFCI Ltd., for bid process of the remaining shares. A

corrigendum in this regard will be published on IFCI’s website.

11. Opening of Bids

11.1 Technical Proposals, both submitted electronically (on https://ifci.etenders.in) and

physically shall be opened by Tender Committee, at 17th Floor, IFCI Tower, 61, Nehru

Place, New Delhi-110 019 at 1530 hrs (IST) on January 19, 2018. The Bidders may

authorize their representatives for attending the bid opening session. In case of submission

of bid through electronic mode, the representative of the Bidder has to be present at the

time of opening of bids for inputting password (if required). The financial bid will be opened

for Bidders fulfilling the eligibility criteria. The Financial Proposals of eligible bidders shall be

opened after completion of Technical Evaluation, on the same day.


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11.2 The Bid submitted electronically will be opened first followed by opening of envelope

containing hard copy of electronic bid and physical bids will be opened subsequently.

11.3 In the event of tie in the bid price, all the bids would be sent to RBI / CCIL for their

approval. Further selection of successful bidder post receipt of approval from RBI/CCIL,

among the bidders who will be approved by RBI and CCIL, would be as under:

In the event of tie, in the bid price (per share), preference will be given to the

bidder bidding for higher number of shares. In the event of tie in the (bid price) as

well as in quantity of shares bid for, IFCI shall resolve the tie through draw of lots, in

presence of bidders (if any), to decide the respective ranks of the bidders (in sequence of

highest to lowest).

11.4 EXTRA CONDITION:

The transaction of sale of share, is to be made subject to the compliance and

fulfilment of terms and conditions of the Articles of Association (in short “AoA”)

of the CCIL. The AoA of the CCIL prescribes the procedure for transfer of the

shares of CCIL and also provides the pre-emptive rights on transfer of equity

shareholding in favour of existing members of the Company. The bidders are

expected to go through and be well versed with the provisions of the AoA, which

a public document, governing the transfer of shares.

The bidders shall take all steps which are required to be taken for its induction as

a member / shareholder of the CCIL. It is to be noted that IFCI shall on best

efforts basis make efforts for the induction of the successful bidders as a member

/shareholder of the CCIL. However, in the event, CCIL refuses to induct the

successful bidder aa a member/shareholder of CCIL for any reason whatsoever,

the successful bidder shall have no claim / entitlement against IFCI, except the

refund of EMD paid by successful bidder to IFCI without any interest. IFCI shall

not be responsible / liable to the successful bidder regarding its non-induction as

a member/shareholder of the CCIL.

12. Proposal Validity

The Technical and Financial Proposals should remain valid for a period of 6 (Six) months

from the date of submission of Proposals.

13. Letter of Acceptance and payment of Bid amount by Successful Bidder

13.1 Post Technical Evaluation, the shortlisted Bidders shall be arranged based on the

Financial Bids in descending order of bid price and the ones quoting the highest bid price

(per share) would be referred to as H1 as clarified in para 11.3 above. The second

Highest Bidder would be referred to as H-2, and so on and so forth. After earmarking shares

applied for by H1 bidder(s), surplus shares if any, would be earmarked to the extent

available for allocation, to the next highest bidder(s) and the process would continue till

there is no further share available for allocation / earmarking. It is likely that bidder may get


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allotment less than the bid quantity and in such case, the bidder shall be bound to accept

such allotment.

13.2 The successful Bidders shall be issued a Letter of Acceptance within 1 (one) week

from the date of completion of the evaluation process.

13.3 The Further process will be subject to approvals with regard to Clause 75 of Articles

of Association of CCIL, attached as Annexure VII and subject to satisfaction of RBI & CCIL

as per points mentioned at 3.1.ii & 3.1.iii above.

13.4 The successful Bidder will be required to deposit the balance amount (in addition to

the 10% EMD made at the time of submission of bid) in the form of a demand draft drawn

on scheduled commercial bank in favour of “IFCI Ltd” within a period of 5 (five) days from

the date issue of Demand Letter which would be issued after receiving clearance or all

necessary approvals, but not limited to, with regard to Clause 75 of Articles of Association of

CCIL and after satisfaction of RBI & CCIL as per points mentioned at 3.1.ii & 3.1.iii above.

However, IFCI Ltd may grant further time maximum of 30 (thirty) days for payment of the

balance amount subject to payment of interest @ 18% p.a. on the unpaid amount.

14. Completion of Transaction

14.1 On receiving the draft, for full consideration of shares allotted, the share transfer

requisition for equivalent number of shares allocated to the bidder, would be handed over to

the authorized representative of the successful bidder. In case of failure to pay the balance

amount by the successful Bidder, IFCI will forfeit the EMD including any other amount paid

by the successful Bidder along with the bid or invoke the Bank Guarantee, whichever is

applicable. IFCI reserves the right to invite the next highest Bidder to accept the transaction

at the bid price quoted by it, subject to being higher than the reserved floor price.

14.2 IFCI shall not in any way be responsible for any procedural delay and shall not be

liable for any financial loss caused during the Transaction. In case of being unsuccessful in

getting approvals, with regard to Clause 75 of Articles of Association of CCIL and/ or non -

satisfaction of RBI & CCIL as per points mentioned at 3.1.ii & 3.1.iii above , till or before

validity (6 months) of the proposal, the period may be further extended till such time the

bidder agrees to extend. In the event of bidder not agreeing for extension of period, the

EMD will be refunded to the bidder, without any interest.

14.3 IFCI reserves the right to withdraw the process at any stage before opening the bids

and / or modify the process or any part thereof or to vary any terms at any time without

assigning any reason whatsoever. In such an event, no financial obligation whatsoever shall

accrue to IFCI or any of their respective officers or employees.

15. Undertaking by Bidder


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The Bidders shall furnish the following Undertaking on a stamp paper of Rs.100/- (Rupees

hundred only) duly attested by Notary as a part of their bid:

“We are the User of at least one of the Payments Systems of CCIL in the

ordinary course of its business.”

16. Conflict of Interest

Bids submitted by entities having their relation in IFCI as employees, Director or in any of its

subsidiaries shall be subject to rejection summarily as the same shall be construed as being

in conflict of interest.

17. Confidentiality

The Bidder shall agree that all information relating to and disclosed for the purpose of the

Transaction shall be kept confidential, from the date hereof until the end of the Transaction.

18. Other terms and conditions

18.1 IFCI reserves the right to reject any or all bids without assigning any reason thereof

as well as the right to add/ delete/ modify any one or more of the terms and conditions

before submission of the bid. IFCI also reserves the right to not award the Letter of

Acceptance to any of the Bidders and may terminate the process at any time before opening

the bids without thereby incurring any liability.

18.2 IFCI reserves the right to withdraw from the Transaction or any part thereof, to

accept or reject any or all bids at any stage of the Transaction and/ modify the process or

any part thereof or to vary any terms and conditions, up to the date of submission of bid,

without assigning any reason whatsoever. In such an event no financial obligation

whatsoever shall accrue to IFCI or any of their respective officers and employees.

18.3 IFCI reserves the right to withdraw the Tender Document at any time before

issuance of the Letter of Acceptance, without assigning any reason and shall not be held

liable for any losses or damages caused by such withdrawal. The withdrawal of Tender

Document would be by serving a suitable letter by IFCI to all the Bidders who submit their

bids.

18.4 The decision of IFCI in regard to acceptance or non-acceptance of the proposal will

be final and binding on all the Bidders.

18.5 The corrigendum/addendum, if any will be uploaded on IFCI’s website –

www.ifciltd.com.

19. Dispute Settlement

19.1 All matters relating to the sale process of equity shares of CCIL by IFCI and the bidding

procedure thereof shall be governed by the laws of Union of India. Only Courts at New

Delhi (with exclusion of all other Courts) shall have the jurisdiction to decide or adjudicate



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on any matter, which may arise. Bidders are requested to adhere to laws/ guidelines

applicable to this Transaction which includes the following but not limited to:

a) Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeover) Regulation, 1997 and amendments thereof, if any and as applicable.

b) Companies Act, 2013 and amendments thereof, if any and as applicable.

c) Unlisted Public Companies (Preferential Allotment) Rules, 2003 and amendments

thereof, if any and as applicable.

d) Securities Contracts (Regulation) Act, 1956 (42 of 1956) and amendments thereof, if

any and as applicable.

e) Foreign Exchange Management (Transfer of Issue of Security by a Person Resident

outside India) Regulations, 2000 and amendments thereof, if any and as applicable.

f) Reserve Bank of India A.P. (DIR Series) Circular No. 25 dated December 22, 2006 and

amendments thereof, if any and as applicable.

g) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009 and amendments thereof and as applicable, if any.

h) All other such Acts, Rules, Regulations, General Orders, Guidelines, Circulars and

amendments thereof issued by SEBI, Ministry of Corporate Affairs, Ministry of Finance,

Government of India, RBI or any such other regulatory/statutory bodies in India or its

agencies thereof as well as in the concerned country having jurisdiction over the

registered office of the Bidder.

19.2 Bidders are required to carry out their own due diligence at their cost and comply

with any applicable legal requirements as required of them in this regard both in India as

well as the concerned country having jurisdiction over their registered office.

*****


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ANNEXURE - I

LETTER OF BID SUBMISSION (On the letterhead of the Bidder)

Date: To, General Manager (Subsidiaries & Associates) IFCI Limited, IFCI Tower, 61, Nehru Place, New Delhi - 110 019

Sub: Bid for Purchase of Equity Shares of CCIL held by IFCI

Dear Sir,

We refer to your Advertisement dated January 05, 2018 and Tender Document inviting bids

for sale of equity shares of CCIL. We have read and understood the contents of Tender

Document and the Advertisement. We hereby convey our acceptance to all the terms and

conditions of the tender document and wish to participate in the above sale process and for

this purpose:

We propose to submit our bid [for and on behalf of (Insert Company Name and address)]

We confirm that we satisfy the eligibility criteria set out in the relevant sections of the

Tender Document. The statement of Legal capacity, Confirmation-cum-Undertaking for ‘Fit

and Proper Person’, Request for Qualification and the sealed Financial Bid as per the

formats, indicated hereinafter duly signed by us, which satisfy the eligibility criteria, are

enclosed.

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

we have not been convicted by a court of law for any offence committed by us or by any of

our sister concerns and no charge sheet has been filed by any agency of the Government of

India or State Govt. for any offence committed by us or by any of our sister concerns.

We further certify that we qualify as an eligible bidder for the said transaction as per the

existing guidelines, rules, regulations applicable in India as well as the country (as

applicable) having jurisdiction over our registered office as on date.

We undertake that in case due to any change in facts or circumstances, with regard to the

above mentioned, during the pendency of the Transaction, we are attracted by the

provisions of disqualification in terms of the provisions of Tender Document, we would

intimate IFCI of the same immediately.


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We further undertake to provide additional information, if any sought by IFCI during the

Transaction.

The Request for Qualification, Confirmation-cum-Undertaking for ‘Fit and Proper Person’ and

a Sealed Financial Bid as per format duly signed by me/ us satisfying the eligibility criteria, is

enclosed

Yours faithfully, Signature of Authorised Person Name (Authorised Signatory): For and on behalf of


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ANNEXURE - II

STATEMENT OF LEGAL CAPACITY (On the letterhead of the Bidder)

Date: To,

General Manager (Subsidiaries & Associates)

IFCI Limited,

IFCI Tower,

61, Nehru Place,

New Delhi - 110 019

Sub: Bid for Purchase of Equity Shares of CCIL held by IFCI

Dear Sir,

We refer to your Advertisement dated January 05, 2018 and Tender Document in

connection with the proposed sale of equity shares of CCIL. We have read and understood

the contents of the Tender Document and the Advertisement and in pursuance thereof

hereby confirm that:

We satisfy the eligibility criteria laid out in the Tender Document and the Advertisement.

We have agreed that (Insert Individual’s Name) shall act as our representative on our behalf

and has been duly authorized to submit the bid. The signatures of (Insert Individual’s Name)

are attested herein below. Further, the authorized signatory is vested with requisite powers

to furnish such letter and Request for Qualification and authenticate the same.

Yours faithfully, Authorized Signatory

For and on behalf of ……………………………… *strike off whichever is not applicable

Signature of (Insert Individual’s Name) Attested

Authorized Signatory

For and on behalf of bidder ………………………………


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ANNEXURE – III

REQUEST FOR QUALIFICATION (On the letterhead of the Bidder)

(To be submitted in respect of the bidder)

Name of the interested entity/ Bidder:

Constitution (tick, where applicable): Public Ltd Company/Pvt Ltd Company/ Public Corporation/other

Others, if any (Please specify): FII/ Mutual Fund/ Insurance Company/ Bank/

Financial Institution/ Other

Sector (tick, where applicable): Public Sector/ Joint Sector/ Private Sector

Others, if any (Please Specify):

Share Holding Pattern:

Nature of business/ products dealt with:

Date and place of incorporation:

Date of commencement of business:

Full address including telephone numbers/ facsimile:

Registered Office:

Head Office:

Address for Correspondence:

PAN Number of the Company

TIN Number of the Company

Contact Person(s):

1. Name:

2. Designation:

3. Address:

4. Phone No.:

5. Mobile No.:

6. Fax No.:


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7. Email:

Basis of eligibility for participating in the proposed sale of stake in CCIL – (Membership

Number of CCIL).

(Please mention details of your eligibility as per the Tender Document requirements)

Yours faithfully,

Authorized Signatory

For and on behalf of

………………………………

Place:

Date:

Enclosures:


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ANNEXURE - IV

CONFIRMATION-CUM-UNDERTAKING Fit and Proper Person

(On the letterhead of the Bidder)

Date:

To,



61, Nehru Place

New Delhi - 110 019

Dear Sir,

(1) We, __________________ (name) having office at ____________ (full address to be

given) hereby confirm that we are a ‘fit and proper person’ for this Transaction.

(2) We are user of atleast one of the Payments Systems of CCIL in the ordinary course of

its business.

(3) We further, in particular, confirm as follows:

(i) We are having a general reputation and record of fairness and integrity, including

but not limited to

a. financial integrity

b. good reputation and character; and

c. honesty;

(ii) None of our Whole-time Directors/ Managing Partners has been convicted by a Court

for any offences involving moral turpitude or any economic offence or any offence

against securities laws;

(iii) No order for winding up has been passed against us;

(iv) We have not been declared insolvent;

(v) None of our Whole-time Directors/ Managing Partners has been declared insolvent;


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(vi) No order restraining, prohibiting or debarring me/ us from dealing in securities in

the capital market or from accessing the capital market has been passed by

Securities and Exchange Board of India (SEBI) or any other regulatory authority;

(vii) No order restraining, prohibiting or debarring any of our whole-time directors or

managing partners from dealing in securities in the capital market or from

accessing the capital market has been passed by SEBI or any other Regulatory

Authority.

(viii) We are, a financially sound person(s).

(4) We hereby confirm that we are not the person(s) acting in concert [as defined under

clause (e) of Sub-regulation (1) of Regulation 2 of SEBI (Substantial Acquisition of

Shares and Takeovers) Regulation, 1997 as amended from time to time] with any of

the existing shareholders of CCIL and also undertake to inform CCIL in writing if and

when I /we act in concert with any of the shareholders of CCIL in future.

Place:

Date:

Signature:

Name:

Designation:

Organization:

Note: if the executant is Corporate, please attach a certified true copy of the resolution

authorizing the execution of this document.


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ANNEXURE - V

(FORMAT FOR FINANCIAL BID)

FINANCIAL BID

(On the letter head of the Bidder)

Ref: _____________ Date: ______________ To,



61, Nehru Place

New Delhi - 110 019

Dear Sir,

Sub: Bid for Purchase of Equity Shares of CCIL We refer to your Advertisement dated January 05, 2018 and the Tender Document in

connection with the proposed Sale of Equity Shares of CCIL. We have read and understood

the contents of the Tender Document and the Advertisement,

Our unconditional offer for purchase of Equity Shares of CCIL is:

1) Number of Shares _________________ (in multiple of 2,50,000 not

exceeding 20,00,000).

2) Price per share Rs._______________/- (not below Rs.601 per share)

3) Total Bid Amount (1X2) = Rs. __________________

(In words _________________________________________only)

We do hereby confirm that we satisfy the eligibility criteria laid out in the Tender Document

and the Advertisement as well as other applicable Acts, Regulations, Guidelines in India as

well as the concerned country having jurisdiction over our registered office. I/ We also

confirm that, we have not been barred by any of the statutory authorities from purchase of

shares of CCIL.

We further confirm that I/ We shall abide by the payment schedule as specified in the

Tender Document.

Yours faithfully, Authorized Signatory For and on behalf of


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ANNEXURE – VI

The Clearing Corporation of India Ltd. (CCIL)

COMPANY PROFILE

1. BACKGROUND

1.1 CCIL was promoted by six ‘core promoters’ identified by RBI’s Core Committee viz. SBI,

IDBI Bank, ICICI Bank, LIC, BOB and HDFC Bank. CCIL was incorporated with an Equity

Share Capital of Rs.50 crore (5,00,00,000 equity shares of Rs.10 each). During the

incorporation phase of CCIL, apart from the “identified core promoters”, IFCI had also

invested in 20,00,000 (twenty lakh) equity shares, which constitutes 4% of the total equity

share capital of CCIL. In addition to above, CCIL’s capital includes 8.5% Redeemable, Non-

Convertible, Cumulative Preference Shares of Rs.50 crore issued to various public as well as

private entities.

1.2 The Clearing Corporation of India Ltd. (CCIL) was set up in April, 2001 to provide

guaranteed clearing and settlement functions for transactions in Money market, G-Secs,

Foreign Exchange and Derivative markets. CCIL also provides non-guaranteed settlement for

Rupee interest rate derivatives and in cross currency transactions through the CLS Bank.

CCIL is also the Trade Repository for all “Over the counter (OTC)” transactions in the Forex,

Interest Rate and Credit derivative transactions to enable financial institutions report their

transactions in derivatives.

1.3 CCIL has continuously evolved over the years with the shifting paradigms of the financial

arena to take on various roles in the financial market. Through its fully owned subsidiary,

Clearcorp Dealing Systems Limited (CDSL), CCIL has introduced various platforms for

electronic execution of deals in various market segment. Further, CDSL has developed,

implemented and manages the NDS-OM - the RBI owned anonymous electronic trading

system for dealing in G-Secs and also for reporting of OTC deals as well as the NDS-CALL

platform which facilitates electronic dealing in the Call, Notice & Term Money market.

1.4 CCIL is also the Trade Repository for all OTC transactions in the Forex, Interest Rate and

Credit derivative transactions. Portfolio Compression is also undertaken semi-annually for

non- cleared Rupee Interest rate Swaps and cleared Forex forward derivative transactions.

CCIL through its subsidiary Legal Entity Identifiers India Limited is the Local Operating Unit

(LOU) for issuing globally compatible Legal Entity Identifiers (LEIs) in the Indian financial

market. Currently, CCIL is the Calculation Agent for some of the important Benchmarks used

by the market under the aegis of the Benchmark Administrator, Financial Benchmarks India


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Limited (FBIL). CCIL has received the ISO/IEC 27001:2013 certification from DNV GL in

2015 for securing its information assets. CCIL through its publications and website updations

disseminates information and statistics pertaining to CCIL’s operations and the financial

markets.

2. SHAREHOLDING PATTERN

(as currently available on CCIL’s website)

Type of Shareholder % of

Shareholding

Commercial Banks 70%

Financial Institutions (FIs) 14%

Primary Dealers 16%

Total 100% IFCI share (20,00,000 equity shares of Rs.10/- each) (within FI’s portion) 4%

In addition to above, CCIL’s capital includes 8.5% Redeemable, Non-Convertible, Cumulative

Preference Shares of Rs.50 crore issued to various public as well as private entities.

3. MANAGEMENT :

Name Designation

Mrs. Usha Thorat Non- Executive Chairperson

Mr. R Sridharan Managing Director

Mr. Bhavesh Zaveri Nominee Director

Mr. M S Sundara Rajan Independent Director

Mr Sankarshan Basu Independent Director

Mr Sudhir Joshi Independent Director

Mr. Rajendra Chitale Independent Director

Mr. B. Sambamurthy Independent Director

Mrs. Anshula Kant Nominee Director

Mr Narayan K Seshadri Independent Director

Dr. G Sivakumar Independent Director

Mr. C Venkat Nageswar Nominee Director

Mr. P. Sitaram Nominee Director

Mr. K. K. Mahajan Nominee Director

Mr. B. Prasanna Nominee Director

Mr. Satish C. Singh Nominee Director


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4. AUDITED FINANCIAL STATEMENTS OF CCIL

4.1 Kindly be directed by the following link to see the Financial of CCIL from 2008-09 to

2016-17, (Ctrl + Click):

https://www.ccilindia.com/AboutUs/Pages/Financial.aspx

4.2 For more details /Information, kindly visit https://www.ccilindia.com/Pages/default.aspx (Ctrl + Click) Address and Contact Details

Shri Shakti Kumar, Shri Prabhjot Singh General Manager, Manager Subsidiaries & Associates Department, Subsidiaries & Associates Department IFCI Limited, IFCI Tower, IFCI Limited, IFCI Tower, 61- Nehru Place, New Delhi-110019 61 - Nehru Place, New Delhi-110019 Tel: +91 11 41732544 Tel: +91 11 41732575 Mobile: +91 9990725951 Mobile: +91 9599092966 Email: [email protected]



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ANNEXURE – VII Extract from Articles of Association of CCIL Restriction on transfer and pre-emptive rights 75 A. (1) As provided in the foregoing Articles and without prejudice to the provisions of these presents, a Member shall be at liberty to transfer a share. (2) Except as hereinafter provided, no shares in the Company shall be transferred unless and until the rights of preemption hereinafter conferred shall have been exhausted. (3) Every member who intends to transfer any shares (hereinafter called "the Vendor") shall give notice in writing to the Board of his intention. The notice shall specify the price at which the Vendor proposes to sell the shares referred to in the notice and the notice will also specify the name of the purchaser. The Board shall have discretion whether to accept the price or not. If the Board does not accept the price specified in the notice, the same shall be determined by the auditor for the time being of the Company who shall certify by writing under his hand the price, which in his opinion is the fair selling value thereof as between a willing vendor and a willing purchaser. A certification by the auditor shall be conclusive as to the selling price of the shares comprised in such notice. The price as accepted by the Board or as determined shall be the fair value of the shares and is hereinafter referred to as "fair value". The notice shall constitute the Board as agent of the Vendor for sale of the shares at the fair value. (4) The Board shall forthwith give notice to all the Members of the Company of the number and fair value of the shares to be sold and invite each of them to state in writing within twenty-one days from the date of the said notice whether he is willing to purchase any, and if so what maximum number, of the said shares. (5) At the expiration of the said twenty-one days the Board shall allocate the said shares to or amongst the Member or Members who shall have expressed his or their willingness to purchase a aforesaid provided that no Member shall be obliged to take more than the said maximum number of shares so notified by him as aforesaid. If more Members express willingness to purchase the shares than there are available for sale then the Directors may in their discretion in such manner as they think fit, decide to which Member or Members the shares are to be sold and the decision of the Directors shall be final. Upon such allocation being made the vendor shall be bound on payment of the fair value to transfer the share to the purchaser or purchasers and if he makes default in so doing the Board may receive and give a good discharge for the purchase money on behalf of the Vendor and enter the name of the purchaser in the Register as holder by transfer of the said shares purchased by him. (6) In the event of the whole of the said shares not being sold under sub-article (5) of this Article, the vendor may, at any time within six calendar months after the expiration of the said twenty-one days, transfer the shares not so sold to any person (subject to applicable Articles hereof) and at any prices being not less than the fair value thereof as determined under sub-article (3) of this Article. (7) (i) Sub-articles (2) and (6) of this Article hereof shall not apply to a transfer to a person who is already a Member of the Company nor to a transfer by a Member which is a body corporate to its parent company or to any of its subsidiary companies provided that such


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transfer is approved for the purpose by the Board of Directors by a resolution passed by a two-third majority. Any transfer falling within the exceptions mentioned in this Article shall nevertheless be subject to the provisions of the relevant Articles. (ii) For the purpose of clause (i) of this sub- article, a company shall be deemed to be a subsidiary of another if the other holds more than half in nominal value of the equity share capital of the first mentioned company. (8) For the purpose of this Article, shares shall mean Equity shares.* (9) The provisions of this Article shall not apply in case of a proposed transfer of shares by

an existing shareholder to a person(s) who is/are not member(s) if a special resolution to that effect is passed at a general meeting called for the purpose by the members.**

75B (i) No shares shall be transferred unless the divestment/sale/transfer of shares have

prior approval of Reserve Bank of India. (ii) Further, the Board may refuse to transfer the shares, if in the opinion of the Board, the

transferee is not a “Fit or Proper” person.* *Vide Special Resolution in the Annual General Meeting held on August 29, 2012 **Vide Special Resolution passed in the Extra- Ordinary General Meeting held on January 19, 2015

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