4/35/2019-DIPAM-II-A
GOVERNMENT OF INDIAMINISTRY OF FINANCE
DEPARTMENT OF INVESTMENT AND PUBLIC ASSET MANAGEMENT (DIPAM)ENGAGEMENT OF MERCHANT BANKERS AND SELLING BROKERS FOR THE
DISINVESTMENT OF 10% PAID UP EQUITY CAPITAL OFMISHRA DHATU
NIGAM LIMITED (MIDHANI) OUT OF GOI SHAREHOLDING THROUGH THE“OFFER FOR SALE (OFS) BY PROMOTERS THROUGH THE STOCKEXCHANGES” METHOD IN THE DOMESTIC MARKET – REQUEST FORPROPOSALS.MANUAL BIDS SHALL NOT BE ACCEPTED.

Request for Proposal(RFP)/Tender documents may be downloaded from CPPP site
https://eprocure.gov.in/eprocure/app as per the schedule as given in CRITICALDATE SHEET as under.
CRITICAL DATE SHEET
Published Date

30 June 2020 (0900 Hrs)

Bid Document Download / Sale Start Date 30 June 2020 (0900 Hrs)
Online Clarification Start Date

30 June 2020 (0900 Hrs)

Online Clarification End Date

15 July 2020 (1730 Hrs)

Pre bid meeting

16 July 2020 (1500 Hrs)

Bid Submission Start Date

30 June 2020 (0900 Hrs)

Bid Submission End Date

22 July 2020 (1500 Hrs)

Bid Opening Date

23 July 2020 (1500 Hrs)

(Note : No substantive changes have been made to the RFP except the criticaldates as per the Critical Date Sheet and the consequent modifications requiredin an e-tender.
Bid Submission:
Bids
shall
be
submitted
https://eprocure.gov.in/eprocure/app.

online

only

at

CPPP

website:Page 1 of 25

Bidder/Contractor are advised to follow “Instructions To Bidder for Online Bid
Submission” provided in the Annexure-I.Bid documents may be scanned with 100
dpi with black and white option which helps in reducing size of the scanned
document.

Not more than one bid shall be submitted by one contactor or contractors having
business relationship. Under no circumstance will father and his son(s) or otherclose relations who have business relationship with one another (i.e. when one
or more partner(s)/director(s) are common) be allowed to bid for the same
contract as separate competitors. A breach of this condition will render the bidsof both parties liable to rejection. Bidder who has downloaded the bid fromCentralPublicProcurement
Portal(CPPP)
websitehttps://eprocure.gov.in/eprocure/app, shall not tamper/modify the bid form
including downloaded price bid template in any manner. In case if the same isfound to be tempered/modified in any manner, bid will be completely rejected
and EMD/ non-returnable Fee would be forfeited and bidder is liable to bebanned from doing business with DIPAM.
Intending Bidders are advised to visit this website regularly till closing date ofsubmission to keep themselves updated as any change/ modification in the‘Request for Proposal (RFP)’ will be intimated through this website only bycorrigendum / addendum/ amendment.
Bids will be opened as per date/time as mentioned in the RFP Critical Date
Sheet. After online opening of Technical-Bid the results of their qualification as
well Price-Bid opening will be intimated latter.

1.

Introduction

Mishra Dhatu Nigam Limited (MIDHANI), A Govt. of India Enterprise, Schedule 'B'
Miniratna Company under Ministry of Defence was set up in the year 1973 at
Hyderabad with the objective of providing the nation self reliance in strategic
materials. For over three decades now, M!DHANI has been handling challenging
tasks of developing alloys, taking a lead position in indigenization of criticaltechnologies and products to render support to several programmes of National
importance and hi-tech segments of India industry. MIDHANI has now started
offering its core competence of developing and manufacturing custom made alloys tosuit the specific requirements of customers for their critical applications.MIDHANI
produces Superalloys, Titanium and Titanium Alloys, Special steels, Electrical andElectronic alloys and Special products for Aeronautics, Space, Nuclear, Chemical,
petro-chemical, power generation and furnace applications.MIDHANI offers
comprehensive range of testing and evaluation services covering chemical analysis,
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mechanical, non-destructive and magnetic testing. The services include X-Ray,
Atomic Absorption, Optical Emission & Ultra-violet visible Spectrometry and gas
analysis. Creep & Fatigue testing, Fracture toughness evaluation, Ultrasonic, Eddy
Current, Magnetic, Dye-Penetrant, Radiography Hysteresis graph, Core Loss testing
etc are also carried out at MIDHANI.
1.2.
The authorised share capital of the Company is Rs 200 Crore and the paid
up equity capital is Rs.187.34 Crore as on 31.03.2019. Government of India holds
74% of the equity of MIDHANI. The face value of each Equity share is Rs.10/-.
1.3. Profit After Tax for the Fiscal 2018-19 is Rs.131.04 Crore for MIDHANI. As on
March 31, 2019, it has a Net worth of Rs.834.71 Crore.
Proposal
2.1
The GoI intends to disinvest 10% paid up equity capital of MIDHANI out of its
shareholding of 74%, through ‘Offer for Sale’ (OFS) method of shares by promotersthrough the stock exchanges’ as per Securities and Exchange Board of India (SEBI)
Rules and Regulations.
2.2
The Government is also considering allotting shares to eligible and willing
employees of MIDHANI at a discount to the Issue/ discovered price (lowest cut off
price) up to a maximum of certain percentage of the OFS size subsequent tocompletion of the transaction under OFS. The percentage and extent shall bedecided in due course. Merchant bankers/Selling Brokers will be required to rendersuch assistance as may be required in this connection.
2.3
Proposals under the guidelines at para 5 hereunder are invited from reputed
Category - I Merchant Bankers registered as such with SEBI and having valid
license as stock broker in their name or in the name of their associate; either singly
or as a consortium; with experience and expertise in public offerings in the capital
market; to act as Merchant Banker and to assist & advise the Government in theprocess. The broking license is required to be valid till the completion of all activities
relating to the OFS. Additionally, the Merchant Banker(s) or their associates would
be required to act as ‘Selling Broker’ for the proposed OFS.
3.

Responsibilities of the “Merchant Banker”

3.1
The Merchant Banker will be required, inter alia, to undertake tasks related to
all aspects of the OFS, including but not restricted to, as mentioned below:(i)Advise the GOI on the timing and the modalities of the “OFS”.

(ii)

Structure the “OFS” in conformity with the prevailing framework andRegulations/Guidelines of SEBI, the Stock Exchanges and Securities
Page 3 of 25

(iii)

Contracts (Regulation) Act, 1956; Securities Contracts (Regulation)
Rules, 1957; and Companies Act, 1956, and Companies Act 2013, andrules made under above statutes, etc
Prepare the notice to be filed with the Stock Exchange(s) and complete
all stipulated requirements & formalities of regulatory/ statutory
authorities.

(iv)

Filing of the notice with the Stock Exchange(s).

(v)

Advise on the regulatory norms and assist in securing approval andexemptions, wherever necessary, from regulatory agencies such as
SEBI, Stock Exchanges, RBI, FIPB, etc., if required.

(vi)

Ensure best return to the Government.

(vii)

Conduct market survey, domestic and international road shows to
generate interest amongst prospective investors. Arrange meetings
with the key investors, facilitate communication about the growthpotential of the Company and articulate the key marketing themes andpositioning of the Company. All expenses in this regard will be borne by
the Merchant Banker(s) except the tour expenses of Government andcompany officials.

(viii)

Undertake market research, assist in the pricing of the Issue, allocationof shares and provide after sale support, etc.

(ix)
(x)

Perform all other responsibilities connected with the “OFS”.
Assist in selection of intermediaries, if any, to be appointed byGovernment and coordinate the work of all intermediaries.

(xi)

Prepare and approve the statutory advertisements for publication. The
cost of the preparation will be borne by the Merchant Banker(s) and thecost of publication will be borne by the Government.

(xii)

The appointed Merchant Banker(s) will also make the following
payments:
i.
ii.
iii.

NSE/BSE charges for use of software for the OFS;NSE/BSE transaction charges;
SEBI fee.

(xiii)

Shall enter into the requisite agreements.

(xiv)

Ensure completion of all post issue related activities as laid down in the
SEBI Regulations, and NSE and/or BSE rules.

(xv)

Rendering such other assistance as may be required in connection with
the OFS.

(xvi)

To act as Seller Broker(s).
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(xvii) Transfer of shares on offer to the designated stock exchange or theclearing corporation.
(xviii) Transfer of funds and/ or the unsold shares to Government account oncompletion of the transaction.
(xix)

4.

After completion of the OFS transaction render such assistance as may
be required in connection with allotment of shares to employees.

Accountability

In order to ensure best returns to the Government the selected bankers will be
required to comply with the following conditions emerging from the responsibilities
listed in clause 3 above:
4.1

Within 7 (seven) days from the date of issue of the appointment letter each of
the selected bankers will submit to the concerned DIPAM officer:a)separate list of investors of both domestic and international investors,(indicating name and address) to be approached by each of the selectedbankers respectively for the OFS;b)details of inter-se allocation of responsibilities (“Inter-Se”) in relation to
the OFS, amongst the merchant bankers and/ or their affiliates. The
Inter-Se submitted by the selected bankers shall be evaluated by DIPAM
and they may be required to make certain alterations and resubmit theInter-Se. The Revised Inter-Se should be submitted to DIPAM within 2days of finalization of the revisions in the Inter-Se with DIPAM. The
revised Inter-Se, upon formal acceptance by DIPAM, shall become final
and binding, Inter-Se of Action which the merchant banker would be
required to implement;c)a detailed strategy for reaching out to the retail investors so as to createawareness about retail participation in the OFS.

d)a “Plan of Action” on each responsibility and tasks to be undertaken by
the selected bankers as a merchant banker in connection with thecaptioned OFS including but not limited to all the tasks as specified
hereunder. The Plan of Action submitted by the selected bankers shallbe evaluated by DIPAM and they may be required to make certain
alterations and resubmit the Plan. The Revised Plan of Action should besubmitted to DIPAM within 2 days of finalization of the revisions in thePlan of Action with DIPAM. The revised Plan of Action, upon formal
acceptance by DIPAM, shall become final and binding Plan of Action
which the merchant banker would be required to implement.

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4.2
The selected bankers will be required to provide regular updates as decided
by DIPAM, regarding the progress made on the final Plan of Action (as referredabove) and the tasks undertaken (including follow-ups done) etc during thepreceding period and the course of action for the period after the day this update is
being given.
4.3
The selected bankers will be required to submit post the domestic andinternational investor meetings book building of the investors with likely volume andlikely price based on latest interaction and response of the fund managers.
4.4
The selected bankers will be required to advise DIPAM on the proper andoptimum timing and best floor price for the OFS (apart from other tasks in relation to
OFS). Further, any decisions of the DIPAM, GOI or the working group regarding thecaptioned OFS (including pricing and timing) shall be kept confidential by theselected bankers and during the course of the OFS they shall not opine to anyone
else (including proposed investors) on the correctness of any decisions of DIPAM or
GOI on the captioned OFS (including specifically with regard to pricing or timing).
4.5
The selected bankers will be required to ensure media management and PR
so as to generate adequate publicity for the OFS within the realms as permitted by
Securities and Exchange Board of India.
4.6
Further, after the closure of OFS, within 10 days of the T day (T day being the
OFS trading date), the selected bankers will be required to submit a self appraisal on
the Final Plan of Action that DIPAM had accepted. DIPAM shall also evaluate thebankers performance based on the Final Plan of Action and self appraisal sent by
the selected bankers, which shall be taken into consideration by DIPAM for futureassignments
4.7
The Government will select and appoint uptoTwo (2) Merchant Banker(s)with requisite experience in Public Offerings, who together will form a team. The
number of Merchant Bankers shall be decided at the time of appointment.
5.

Eligibility

5.1
Bidders should have handled and completed at least one domestic equity
issue (Initial Public Offering or Further Public Offering or OFS) of the size of Rs.200
crore or moreduring the period from 01.01.2017 to 31.12.2019. For this purpose,the completed IPO/ FPO/OFS as up to the last completed quarter will be taken into
consideration.
5.2
The Government has prescribed guidelines for qualifications for MerchantBankers for disinvestment process, enclosed at Annexure-II. The interested bidders
fulfilling eligibility criteria mentioned in paragraph 5.1 above are advised to go
through the guidelines and if eligible, furnish the following certificate as a part of the
Proposal:Page 6 of 25

“We certify that there has been no conviction by a Court of Law orindictment/adverse order by a regulatory authority for a grave offence against
us or any of our sister concern(s). It is further certified that there is no
investigation pending against us or our sister concern(s) or the CEO,
Directors/Managers/ Employees of our concern or of our sister concern(s). It
is certified that no conflict of interest as defined in O.M. No.5/3/2011-Policy
dated 8th June, 2011 exists as on date and if in future such a conflict ofinterest arises, we will intimate the same to the Government of India/
Company.
Further, we certify that as on the date we are not advising or acting on behalfof or associated with any other person or entity (including any company,
partnership, proprietary concern or individual or an HUF or association of
persons or body of individuals) which is engaged in the same line of businessas that of the Company (being disinvested), in respect of any transaction ofsame nature as the transaction for which the Government and/or theCompany (being disinvested) is proposing to select the Merchant Banker(s),except for the list of the mandates, duly signed by us, in the same line ofbusiness and for the same type of transaction, as enclosed.
Further, we certify and undertake that for a period commencing from the dateof our appointment (if so appointed) as the Merchant Banker(s) till thecompletion of the transaction, we shall keep the Government/CPSE informedof any mandate/contracts entered into, to advise or act on behalf of or
associate ourselves with, any other person or entity (including any company,
partnership, proprietary concern or individual or an HUF or association of
persons or body of individuals) which is engaged in the same line of businessas that of the Company being disinvested , in respect of any transaction ofsame nature as the transaction in respect of which we have been appointed
as the Merchant Banker(s).”Note: The certificate should be signed by the authorized signatory of the Bidder.
The content of the certificate must not be changed. Clarification, if any, may
be provided separately.
6.

Submission of Proposal:

6.1

Proposals are required to be submitted as per the following directions:(i)

Cover 1 (Online): containing the following:(a)

The bank draft/pay order/digital payment (to be credited to Govt. AccountNo. 34663044146; IFSC: SBIN0000625, SBI, Central Secretariat Branch,
New Delhi by using Inter Bank RTGS Code R42)of Rs. 1,00,000(Rupees One Lakh only) payable at New Delhiin favour of Pay &Page 7 of 25

(b)Accounts Officers, DIPAM, as non- refundable fee. In case of digital
payment, a proof of the same may be attached with the bid.
Certificate, duly signed by the authorized signatory of the bidder as per
paragraph 5.2 ;(c)Certificate of unconditional bid in format at Annexure-III;(d)Authority letter authorizing the person of the bidder to sign the proposal
and other documents ;(e)Copy of the valid certificate of Category I Merchant Banker issued by
SEBI ;(f)

Copy of valid broking license issued by SEBI ; and(g)Willingness of the broker to act as a selling broker for the OFS
transaction.
RFP conditions acceptance Letter as per Annexure-IV.

(h)(ii) Cover 2(Online):containing the technical bid as per format in paragraph 6.4,
to be opened in the presence of the bidders as per critical date sheet. The
bidders are also required to send technical bid through soft copy to DIPAM
after the opening of the bids.
(iii) Cover 3(Online):containing the Financial Bid that should be submitted in the
BoQ format provided online along with the RFP document to be opened only
after the presentations and of only those parties who qualify in the technicalbid. The bids will be opened in the presence of the bidders (who aretechnically qualified based on presentations) immediately after thepresentations. Bids with conditionality will be summarily rejected.
Bids shall be uploaded online to CPP portal before bid submission end
date/time as per critical date sheet mentioned above.The Proposals will be openedby the Bid - Opening Committee in the presence of the bidders as per critical datesheet, through video conferencing and otherwise in the Committee Room No. 421,
DIPAM, 4th Floor, Block 14, CGO Complex, Lodhi Road, New Delhi.
6.2

6.3
The Government reserves the sole right to accept or reject any or all
Proposals thus received without assigning any reasons thereof.
6.4.

Proposal Format:

The Proposals are to be submitted in detail as indicated in the following Sections.
The weightage for evaluation of the Merchant Banker in respect of each criterion has
been indicated against each Section.

Page 8 of 25

Section (A): Experience and Capabilities in handling transactions as MerchantBanker(s)/ Global Coordinators from 01st January, 2017 to 31st
December, 2019(Weightage for evaluation: 15/100)(i)

Profile of the organization with full particulars of the constitution, ownership andbusiness activities of the prospective Merchant Banker(s) (Bidder).
In case of consortium bids, the particulars of the coordinating firm having theprincipal responsibility for the mandate (Consortium Leader) as well as those ofother partners may be furnished along with letters of acceptance from eachpartner. The responsibility of the consortium bidders shall be ‘joint’ and‘several’.
Note: 1. Consortium will be treated as one party and in case of selection, only
consortium leader's name will appear in the documents like theNotice to the Stock Exchanges.
2. The partners of one consortium are precluded from participating in
the bid, as a partner to another consortium.

(ii)

Unabridged Annual Reports or audited financial accounts for the last three
years of the firm submitting the Proposal and of each consortium partner, if
applicable.

(iii)

Details of all pending litigation and contingent liabilities, if any should beindicated. Details of past conviction and pending litigation against sponsors/partners, Directors, etc., if any, and areas of possible conflicts of interest may
also be indicated.
Note: In case of consortia, similar details of each proposed partner will be
required.

(iv) Details of Domestic and International Equity Offerings managed as Book
Running Lead Managers, in respect of issue size of Rs.200 crore or more, tobe furnished in the format given in Annexure-V.
(v)

Equity sales and distribution capacity with demonstrable capability of selling
Indian Issues in particular, Asian equity and global equity; along with distribution
network and broking capability may be furnished.

Section (B): Past Performance with DIPAM (In offer for sale or fresh issue in
conjunction with offer for sale by way of IPO/FPO/OFS with effectfrom 1st January, 2017)(Weightage for evaluation: 10/100)

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(i)The Merchant Bankers would be evaluated on the number of applications andthe Issue amount procured by them for various Issues in which the DIPAM alsodivested GOI shareholding.

(ii)

The quality of deal team and its ability to handle the issues that had arisen
during the transactions.

(iii) Understanding of the regulatory framework by the deal team and the time frameand quality of response to the queries of DIPAM/ Company.
Note: The Merchant Bankers who have not worked on any assignment in the pastwith the DIPAM would be evaluated on all parameters except Section B
above and would be awarded marks out of 90 instead of 100 and thenproportionately increased to a scale of 100 so that they are neither at anadvantage nor at a disadvantage.
Section (C): Sector Expertise, Experience and Understanding of MIDHANI.
(Weightage for evaluation: 20/100)(i)

Indicate work done in the areas of Metals and Alloys Manufacturing Sector
projects, consultancy services in said sector, including Mishra Dhatu Nigam
Limited- like studies or research undertaken.

(ii)

Exhibit strength / expertise in the areas of Metals and Alloys Manufacturing
Sector projects, consultancy services in said sector, including Mishra Dhatu
Nigam Limited, if any.

(iii) The Public Offerings handled during the period from 01.01.2017 to 31.12.2019
in the areas of Metals and Alloys Manufacturing Sector projects, consultancy
services in said sector, including Mishra Dhatu Nigam Limited.
(iv) Research Reports done on the companies operating in areas of Metals andAlloys Manufacturing Sector projects, consultancy services in said sector,
including Mishra Dhatu Nigam Limited.
(v)

SWOT analysis of MIDHANI.

Section (D): Deal Team Qualification and Manpower Commitment to the Deal
(Weightage for evaluation: 10/100)
Details of the core team that will be handling the proposed issue, their status in theorganization, their background, qualification, experience and present addresses,
telephone numbers– office, residence, mobile, email, etc. – hands-on experience
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should be furnished. Separately, similar details in respect of the supervisory team
may be indicated.
Details of other professionals who would provide back-up support may also be
indicated separately.
An undertaking is also to be given that if during the process, any of the core teammembers is not available due to resignation, etc., another person of similar
qualification and experience would be made available with concurrence of theGovernment.
Section (E): Marketing strategy and Post Issue Market Support(Weightage for evaluation: 15/100)
(i)
(ii)

Strategy for marketing and identification of target investor groups.
Proposed Road Show venues and reasons for suggesting the same and thelevel of Merchant Banker representation, who will travel on the domestic andinternational road shows.

(iii)

Demand analysis and aspects influencing demand.

(iv) Commitment(s), which may act either as a constraint, or as a conflicting
interest, to your involvement in the proposed OFS.
(v)

Details of the valuation methodology to be followed in determining the price of
the “OFS”.

(vi) Indicate realistic time schedule for launching the proposed “OFS” with break-up
of all activities to be undertaken by various agencies involved in the process.
Section (F): Local presence and commitment to India and strength in drawing
Retail Investor participation(Weightage for evaluation: 15/100)
A brief note evidencing the Bidders presence in India in both qualitative andquantifiable terms with specific reference to research teams and details ofavailable infrastructure may be furnished. The details shall include manpower
deployed in the investment banking (equity segment), offices in India and otherrelevant information. The distribution network strength to elicit maximum retailparticipation should be indicated.
Section (G): Global Presence and Distribution Capabilities(Weightage for evaluation: 10/100)(i)

Indicate global network and distribution strength.
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(ii)The funds mobilized from international investors for Equity Public Offerings inIndia during the period from 01.01.2017 to 31.12.2019.

(iii) The understanding and relationship with international institutional investors.

Section (H): Research Capability(Weightage for evaluation: 5/100)
Research strength in the country, sector, region and world, based on rating asestablished by independent global surveys- Details should be given relating toresearch capabilities, experience and background of the research team.

7.

Procedure for Selection of the Merchant Banker(s)7.1
Qualified interested Bidders would be required to make a presentation of theircredentials, in the format prescribed in paragraph 6.4 above, for the proposedtransaction, before an Inter-Ministerial Group (IMG), covering the areas/ criteria
listed above, and to furnish one copy of the presentation immediately thereafter
through email/hard copy to the officer mentioned in Para 10 below The date, timeand venue of the presentation will be posted on the website of DIPAM(https://dipam.gov.in) in due course. Only the Team Leader of the Core Team shallmake the presentation.
7.2
The IMG would evaluate the Bidders on the criteria mentioned in paragraph
6.4 above based on their presentation and Proposals received and shortlist them forthe purpose of opening of their Financial Bids. Only the parties scoring predetermined marks/ score out of 100, which will be announced before presentation,
will be technically short-listed.
7.3
After the short-listing of Bidders based on their presentations, the IMG would
open the Financial Bids of only the short-listed Bidders. The short-listed bidders, if
they so desire, may remain present at the time of opening of the financial bids. The
marks scored by the short-listed bidders will be announced before opening of thefinancial bids. The date and time of opening of the financial bids would beannounced at the time of the presentations.
7.4
The marks scored by the short-listed bidders in the technical evaluation willthen be given a weightage of 70. Similarly, the financial bids of the short listed
bidders will be given a weightage of 30. The combined score of technical andfinancial bids on QCCBS will determine the H1, H2, H3 and so on.
7.5
The party scoring the highest points/ marks (H1) based on the above
principles would be eligible to be appointed as one of the Merchant Bankers for thetransaction in addition to other qualified Merchant Bankers. The other technically
Page 12 of 25

qualified Merchant Bankers ranked as H2, H3 and so on, in that order, till therequired number of Merchant Bankers are reached from the list, would be asked
whether they would be willing to work on a team basis for the fee quoted by H1
which is the fee for entire team as a whole .The selected Merchant Bankers
would be asked to accept the fees quoted by H1 and the parties who so accept thefees quoted by H1 will also be appointed jointly with H1 as per the requirement.
The fee quoted by H1 would be shared equally among all the appointed MerchantBankers. Government may consider selecting lesser number of Bidders forappointment as Merchant Bankers.
7.6
However, if any Merchant Banker selected on this basis has quoted a lower
fee than that quoted by H1, such Merchant Banker will get a fee equal to the fee
quoted by him divided by the number of Merchant Bankers appointed for thetransaction. But the expenses to be incurred by the appointed Merchant Bankers on
items as mentioned in para 3.1 above would be equally sharedby all the MerchantBankers.
7.7

The selected Bidders will work as a team and be called Merchant Bankers.

8.

Requirements for Financial Bids

8.1 The Bidder is required to quote a fee in INR (in a sealed envelope) for thetransaction. The fee quoted by the Bidder should be exclusive of the applicable
Goods and Services Tax (GST).The fee alongwith applicable GST (as per the
invoice/bill submitted by Merchant Bankers) would be paid by the Governmentof India to the appointed Merchant Bankers after deducting 1% applicable Tax
Deducted at Source (TDS) under the Goods and Services Tax (GST) Act as perpara 7.5 and 7.6 of this RFP.
8.2
The fee quoted should be minimum Re.1.00 (Rupee one) or in multiples
of Re.1.00 (Rupee one),failing which the financial bid would be rejected. The
different taxes should be indicated separately while raising the bills for payment offee. All bills are to be raised in INR and will be payable in INR only after successful
and satisfactory closure of the transaction.
8.3
The fee quoted should be unconditional and inclusive of the expenditure to be
incurred on the work mentioned in paragraph 3.1 above. Engagement as MerchantBankers for the transaction would be valid for three (3) years from the date ofacceptance of terms & condition of the offer by bidder or till the completion oftransaction whichever is earlier.
The Bidders may quote a drop dead fee, if any, payable by the Government
in case of calling off of the transaction by the Government after initiation of theprocess by the Bidder. The drop dead fee would only be applicable in case theBidder has held at least one round of investor meetings (roadshow) both domestic
and international to solicit interest in the OFS of the firm. The lowest drop dead fee
quoted by any of the finally selected Bidders would be treated as drop dead fee
8.4

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payable by the Government and be shared equally by all the Bidders. Drop dead fee
will not be a criterion in determining the H1 Bidder.
8.5
The Bidders will be liable to pay taxes applicable as per law.
9.

Termination of the assignment

9.1
In case it is found during the course of the transaction or at any time before
award of the assignment or after its execution and during the period of subsistence
or after the period thereof, that one or more of the terms and conditions laid down inthis Request for Proposal has not been met by the Bidder, or the Bidder has madematerial misrepresentation or has given any materially incorrect or false information,
the Bidder shall be disqualified forthwith if not yet appointed as the Merchant Banker/
Selling Broker. Also if the Selected Bidder has already been appointed as the
Merchant Banker/ Selling Broker, as the case may be, the same shall,
notwithstanding anything to the contrary contained in this RFP, be liable to beterminated, by a communication in writing by the DIPAM to the Selected Bidder
without the DIPAM being liable in any manner whatsoever to the Selected Bidder.
This action will be without prejudice to any other right or remedy that may beavailable to the DIPAM under the Bidding Documents, or otherwise. However, before
terminating the assignment, a show cause notice stating why its appointment should
not be terminated would be issued giving it an opportunity to explain its position.
9.2
Further, during the course of appointment of the selected bankers for thecaptioned OFS, at any point of time if DIPAM (in its discretion) thinks that the
selected bankers are not performing up to the expectations of DIPAM, then DIPAM
shall have the right to substitute the selected bankers with another Merchant Banker,
as DIPAM may deem fit, without assigning any reasons.
10.
For any further clarification, contact Shri Priya Ranjan, Under Secretary,
DIPAM, Ministry of Finance, Room No. 217 , 2nd Floor, Block No.11 / 14, CGO
Complex, New Delhi - 110003, Tel. 011- 24368736, Fax 011-24360382 e-mail:priya.ranjan@nic.in.
11.
A pre-bid meeting will be held online as per critical date sheet mentioned
above, and VC link will be provided to those only who will send their queries, if any,in advance latest by one day before the meeting by e-mail to the Officer mentioned
in para 10 above.
****

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Annexure – I
Instructions for Online Bid Submission:
The bidders are required to submit soft copies of their bids electronically on the CPP
Portal, using valid Digital Signature Certificates. The instructions given below aremeant to assist the bidders in registering on the CPP Portal, prepare their bids inaccordance with the requirements and submitting their bids online on the CPP
Portal.
More information useful for submitting online bids on the CPP Portal may beobtained at: https://eprocure.gov.in/eprocure/app
REGISTRATION
1) Bidders are required to enroll on the e-Procurement module of the Central
Public Procurement Portal (URL: https://eprocure.gov.in/eprocure/app) byclicking on the link “Online bidder Enrollment” on the CPP Portal which is
free of charge.
2) As part of the enrolment process, the bidders will be required to choose aunique username and assign a password for their accounts.
3) Bidders are advised to register their valid email address and mobile numbers
as part of the registration process. These would be used for any
communication from the CPP Portal.
4) Upon enrolment, the bidders will be required to register their valid Digital
Signature Certificate (Class III Certificates with signing key usage)
issued by any Certifying Authority recognized by CCA India (e.g. Sify /nCode / eMudhra etc.), with their profile.
5) Only one valid DSC should be registered by a bidder. Please note that thebidders are responsible to ensure that they do not lend their DSC’s to others
which may lead to misuse.
6) Bidder then logs in to the site through the secured log-in by entering theiruser ID / password and the password of the DSC / e-Token.
SEARCHING FOR RFP/RFP DOCUMENTS
1) There are various search options built in the CPP Portal, to facilitate bidders
to search active tenders/bids by several parameters. These parameters
could include Tender ID, Organization Name, Location, Date, Value, etc.
There is also an option of advanced search for tenders/RFPs, wherein thebidders may combine a number of search parameters such as Organization
Name, Form of Contract, Location, Date, Other keywords etc. to search for a
RFP published on the CPP Portal.
2) Once the bidders have selected the RFPs they are interested in, they may
download the required documents / RFP schedules. These RFPs can be
moved to the respective ‘My Tenders’ folder. This would enable the CPP
Page 15 of 25

Portal to intimate the bidders through SMS / e-mail in case there is any
corrigendum issued to the RFP document.
3) The bidder should make a note of the unique Tender ID assigned to eachtender/RFP, in case they want to obtain any clarification / help from the
Helpdesk.
PREPARATION OF BIDS
1) Bidder should take into account any corrigendum published on the RFP
document before submitting their bids.
2) Please go through the RFP advertisement and the RFP document carefully
to understand the documents required to be submitted as part of the bid.
Please note the number of covers in which the bid documents have to besubmitted, the number of documents - including the names and content ofeach of the document that need to be submitted. Any deviations from these
may lead to rejection of the bid.
3) Bidder, in advance, should get ready the bid documents to be submitted asindicated in the RFP document / schedule and generally, they can be in PDF/ XLS / RAR / DWF/JPG formats. Bid documents may be scanned with 100
dpi with black and white option which helps in reducing size of the scanned
document.
4) To avoid the time and effort required in uploading the same set of standard
documents which are required to be submitted as a part of every bid, aprovision of uploading such standard documents (e.g. PAN card copy,
annual reports, auditor certificates etc.) has been provided to the bidders.
Bidders can use “My Space” or ‘’Other Important Documents’’ area available
to them to upload such documents. These documents may be directly
submitted from the “My Space” area while submitting a bid, and need not be
uploaded again and again. This will lead to a reduction in the time requiredfor bid submission process.
SUBMISSION OF BIDS
1) Bidder should log into the site well in advance for bid submission so that they
can upload the bid in time i.e. on or before the bid submission time. Bidder
will be responsible for any delay due to other issues.
2) The bidder has to digitally sign and upload the required bid documents one
by one as indicated in the RFP document.
3) Bidder has to select the payment option as “offline” to pay the RFP fee / EMD
as applicable and enter details of the instrument.
4) Bidder should prepare the EMD as per the instructions specified in the RFP
document. The original should be posted/couriered/given in person to theconcerned official, latest by the last date of bid submission or as specified in
the RFP documents. The details of the DD/any other accepted instrument,
physically sent, should tally with the details available in the scanned copy

Page 16 of 25

and the data entered during bid submission time. Otherwise the uploaded bid
will be rejected.
5) Bidders are requested to note that they should necessarily submit theirfinancial bids in the format provided and no other format is acceptable. If theprice bid has been given as a standard BoQ format with the RFP document,
then the same is to be downloaded and to be filled by all the bidders. Bidders
are required to download the BoQ file, open it and complete the whitecoloured (unprotected) cells with their respective financial quotes and otherdetails (such as name of the bidder). No other cells should be changed.
Once the details have been completed, the bidder should save it and submit
it online, without changing the filename. If the BoQ file is found to be modified
by the bidder, the bid will be rejected.
6) The server time (which is displayed on the bidders’ dashboard) will beconsidered as the standard time for referencing the deadlines for submissionof the bids by the bidders, opening of bids etc. The bidders should follow thistime during bid submission.
7) All the documents being submitted by the bidders would be encrypted using
PKI encryption techniques to ensure the secrecy of the data. The data
entered cannot be viewed by unauthorized persons until the time of bid
opening. The confidentiality of the bids is maintained using the secured
Socket Layer 128 bit encryption technology. Data storage encryption ofsensitive fields is done.Any bid document that is uploaded to the server issubjected to symmetric encryption using a system generated symmetric key.
Further this key is subjected to asymmetric encryption using buyers/bid
openers public keys. Overall, the uploaded RFP documents becomereadable only after the bid opening by the authorized bid openers.
7) The uploaded bid documents become readable only after the bid opening by
the authorized bid openers.
8) Upon the successful and timely submission of bids (i.e. after Clicking “Freeze
Bid Submission” in the portal), the portal will give a successful bid
submission message & a bid summary will be displayed with the bid no. andthe date & time of submission of the bid with all other relevant details.
9) The bid summary has to be printed and kept as an acknowledgement of thesubmission of the bid. This acknowledgement may be used as an entry passfor any bid opening meetings.
ASSISTANCE TO BIDDERS
1) Any queries relating to the bid document and the terms and conditions
contained therein should be addressed to the Bid Inviting Authority for a bid
or the relevant contact person indicated in the bid.
2) Any queries relating to the process of online bid submission or queries
relating to CPP Portal in general may be directed to the 24x7 CPP Portal
Helpdesk.

Page 17 of 25

****Annexure – II
No.5/3/2011-Policy
Government of India
Ministry of Finance
Department of Disinvestment
Block 14, CGO Complex,
Lodhi Road, New Delhi- 110003
Dated the 8th June, 2011

OFFICE MEMORANDUM

Subject: Guidelines for qualification of Merchant Banker(s) for disinvestment
process.
In order to inspire public confidence in the selection of Merchant Banker(s)through competitive bidding, the Government had framed comprehensive andtransparent guidelines defining the criteria for their selection. In addition to using a
set of criteria like sector experience, knowledge, commitment etc., additional criteria
for qualification/disqualification of the parties to act as Merchant Banker(s) to theGovernment for disinvestment transactions were prescribed by the Department of
Disinvestment vide its O.M. No. 5/3/2011 – Policy dated 2.5.2011.
2. In supersession of the above-mentioned O.M. of this Department, the revised
criteria for qualification/disqualification of the parties to act as Merchant Banker(s) for
disinvestment transactions would be as under:(a)

Any conviction by a Court of Law or indictment/adverse order by a regulatory
authority for a grave offence against the Merchant Banker concern or its sisterconcern would constitute a disqualification. Grave offence would be defined to
be of such a nature that it outrages the moral sense of the community. The
decision in regard to the nature of offence would be taken on a case-to-casebasis after considering the facts of the case and relevant legal principles by theGovernment. Similarly, the decision in regard to the relationship between thesister concerns would be taken based on relevant facts and after examining
whether the two concerns are substantially controlled by the same
person/persons.

(b)

In case such a disqualification takes place, after the entity has already been
appointed as Merchant Banker, the party would be under an obligation towithdraw voluntarily from the disinvestment process, failing which theGovernment would have the liberty to terminate the appointment/contract.

Page 18 of 25

(c)Disqualification shall continue for a period that Government deems appropriate.

(d)

Any entity, which is disqualified from participating in the disinvestment process,would not be allowed to remain associated with it or get associated merely
because it has preferred an appeal against the order based on which it has
been disqualified. The mere pendency of appeal will have no effect on thedisqualification.

(e)

The disqualification criteria would come into effect immediately and would apply
to all the Merchant Bankers already appointed by the Government for various
disinvestment transactions, which have not yet been completed.

(f)

Before disqualifying a concern, a Show Cause Notice why it should not bedisqualified would be issued to it and it would be given an opportunity to explain
its position.

(g)

Henceforth, these criteria will be prescribed in the advertisements seeking
Expressions of Interest (EOI) from the interested parties to act as MerchantBanker. Further, the interested parties shall be required to provide with their
EOI an undertaking to the effect that no investigation by a regulatory authority ispending against them. In case any investigation is pending against the concern
or its sister concern or against the CEO or any of its
Directors/Managers/Employees, full details of such investigation including thename of the investigating agency, the charge/offence for which the investigation
has been launched, name and designation of persons against whom theinvestigation has been launched and other relevant information should be
disclosed, to the satisfaction of the Government. For other criteria also, similar
undertaking will be obtained along with EOI. They would also have to give an
undertaking that if they are disqualified as per the prescribed criteria, at any
time before the transaction is completed, they would be required to inform theGovernment of the same and voluntarily withdraw from the assignment.

(h)

The interested parties would also be required to submit a list of or disclose any
mandated transactions which are in the same line of business as that of thecompany (being disinvested) in respect of any transaction of same nature as
the transaction for which the Government and/or the Company (being
disinvested) is proposing to select or have appointed the Merchant Bankers andconfirm in writing that there exists no conflict of interest as on the date ofsubmitting their proposal for appointment/ their appointment as MerchantBankers in handling of the transaction and that, in future, if such a conflict ofinterest arises, the Merchant Banker would immediately intimate theGovernment/Company (being disinvested) of the same.
The Government/Company (being disinvested) shall at its sole discretion after
providing due and reasonable opportunity decide whether such future conflict ofinterest shall materially adversely affect the interest of the Government and theCompany (being disinvested) in relation to the transaction and shall be entitledto grant the consent to the Merchant Banker to continue as Merchant Banker or
terminate the appointment of the Merchant Banker. For disinvestment
Page 19 of 25

purposes, conflict of interest is defined to include engaging in any activity or
business by the Merchant Banker in association with any third Party, during theengagement, which would or may be reasonably expected to, directly or
indirectly, materially adversely affect the interest of Government of India and/ or
the Company (being disinvested) in relation to the transaction, and in respect ofwhich the Merchant Banker has or may obtain any proprietary or confidential
information during the engagement, that, if known to any other client of the
Merchant Banker, could be used in any manner by such client to the material
disadvantage of Government of India and/ or the Company (being disinvested)in the transaction.
(i)

The conflict of interest would be deemed to have arisen if any Merchant Banker
in respect of the transaction is appointed by a third party for advising or acting
on behalf of or associated with any other person or entity (including any
company, partnership, proprietary concern or individual or an HUF or
association of persons or body of individuals) which is engaged in the same lineof business as that of the Company(being disinvested), in respect of any
transaction of same nature as the transaction for which the Government and/or
the Company (being disinvested) is proposing to select or have appointed theMerchant Banker. Further, the decision of the Government/Company (being
divested) as to whether such other person or entity is engaged in the same lineof business as that of the Company being disinvested, shall be final and bindingon the Merchant Banker.

(j)

The conflict of interest would also be deemed to have arisen if any MerchantBanker firm/ concern has any professional or commercial relationship with any
bidding firm/ concern for the same disinvestment transaction during thependency of such transaction. In this context, both Merchant Banker firm andbidding firm would mean the distinct and separate legal entities and would notinclude their sister concern, group concern or affiliates etc. The professional orcommercial relationship is defined to include acting on behalf of the bidder orundertaking any assignment for the bidder of any nature, whether or not directly
related to disinvestment transaction. (This clause is applicable in strategic saleonly).

(k)

The interested parties would also be required to give information and disclosethat as on the date of submitting their proposal for appointment/ their
appointment as Merchant Bankers in respect of the transaction, they areadvising or acting on behalf of or associated with any other person or entity(including any company, partnership, proprietary concern or individual or an
HUF or association of persons or body of individuals) which is engaged in thesame line of business as that of the Company (being disinvested), in respect ofany transaction of same nature as the transaction for which the Government
and/or the Company (being disinvested) is proposing to select or haveappointed the Merchant Banker.
- In the event the Merchant Banker fails to disclose that it is advising or acting
on behalf of or associated with any other person or entity which is engaged in
the same line of business as that of the Company (being disinvested), in
respect of any transaction of same nature as the transaction for which thePage 20 of 25

Government and/ or the Company (being disinvested) is proposing to select orhave appointed the Merchant Banker, at the time of giving the afore-mentioned
undertaking, the Government/Company (being disinvested) shall be entitled toterminate their appointment. Before terminating the appointment, a show cause
notice stating why its appointment should not be terminated would be issued
giving it an opportunity to explain its position.
(l)

For a period commencing from the date of appointment of the Merchant Banker
till the completion of the transaction, the Merchant Banker shall keep theCompany/ Government informed of any mandate/contract entered into toadvise or act on behalf of or associate itself with, any other person or entity(including any company, partnership, proprietary concern or individual or an
HUF or association of persons or body of individuals) which is engaged in thesame line of business as that of the Company being disinvested, in respect ofany transaction of same nature as the transaction in respect of which the
Merchant Banker has been appointed as the Merchant Banker. Provided that, if
six months or more have elapsed from the date of appointment as MerchantBanker to the government disinvestment transaction, the Merchant Banker
would normally be permitted by the Government/Company (being disinvested),save for exigent circumstances. The decision of the Government/Company(being disinvested) in this regard shall be final and binding on the MerchantBanker. Further, the decision of the Government/Company (being divested) as
to whether such other person or entity is engaged in the same line of businessas that of the Company being disinvested, shall be final and binding on the
Merchant Banker.

(m) For the purpose of clauses (k) and (l) above, the ‘nature’ of transaction may
include, but not be limited to, a capital market transaction which in turn could
include, but not be limited to, a domestic offering of shares or any othersecurity, whether by way of initial public offer or further public offer or qualified
institutions placement or issue of IDRs or by any other manner, as well as theinternational offering of securities, whether by way of issue of ADRs, GDRs or
FCCBs or by any other manner.
(n)

In the event the Merchant Banker fails to obtain the prior written consent of theGovernment/Company (being disinvested) as aforesaid, the Government/
Company (being disinvested) shall be entitled to terminate the appointment of
the Merchant Banker. Before terminating the appointment, a show cause noticestating why its appointment should not be terminated would be issued to the
Merchant Banker giving it an opportunity to explain its position.
(V.P. Gupta)
Deputy Secretary to the Government of India
Tel: 2436 8036

To,
All Ministries/ Departments of the Government of India

Page 21 of 25

Annexure -III

FORMAT OF UNCONDITIONAL BID ON THE LETTERHEAD OF THE BIDDERThis is to certify that the fee quoted by us for engagement as Merchant Banker for
disinvestment in Mishra Dhatu Nigam Limited (MIDHANI)through “OFS” is inaccordance with the terms and conditions laid down in the Request for Proposals
displayed on the website of the Department of Investment and Public AssetManagement and is unconditional.

Seal with signatures of authorized signatory of the Merchant Banker

Page 22 of 25

Annexure-IV
RFP CONDITIONS/TENDER ACCEPTANCE LETTER(To be given on Company Letter Head)
Date:

To,
______________________

Sub: Acceptance of Terms & Conditions of Request For Proposal (RFP)

RFP Reference No: ________________________

Subject of RFP / Work: _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Dear Sir,
1. I/ We have downloaded / obtained the RFP document(s) for the above mentioned‘Subject of RFP/Work’ from the web site(s) namely:
as per your advertisement, given in the above-mentioned website(s).

2. I / We hereby certify that I/we have read the entire terms and conditions of the
RFP documents from Page No. _______ to ______ (including all documents likeannexure(s), schedule(s), etc .,), which form part of the contract agreement and I /we shall abide hereby by the terms/conditions/clauses contained therein.

Page 23 of 25

3. The corrigendum(s) issued from time to time by your department/ organisation too
has also been taken into consideration while submitting this acceptance letter.
4. I / We hereby unconditionally accept the RFP conditions of above mentioned bid
document(s) / corrigendum(s) in its totality / entirety.
5. I / We do hereby declare that our Firm has not been blacklisted/ debarred by any
Govt. Department/Public sector undertaking.
6. I / We certify that all information furnished by our Firm is true & correct and if theinformation is found to be incorrect/untrue or found violated, then your department/
organisation shall without giving any notice or reason therefore or summarily reject
the bid or terminate the contract, without prejudice to any other rights or remedy
including the forfeiture of the full said earnest money deposit.

Yours Faithfully,(Seal with signatures of authorized signatory of the Merchant Banker)

Page 24 of 25

Annexure-V
DETAILS OF DOMESTIC/ INTERNATIONAL EQUITY OFFERINGS

01.01.201731.12.2017
Parameters

MandateValue

01.01.201831.12.2018
Mandate(Rs. Cr)DOMESTIC EQUITYPUBLIC OFFERINGS

Value(Rs. Cr)

1

1

2

2

3

3

1

1

2

2

3

3

1

1

2

2

3

3

01.01.201931.12.2019
MandateValue(Rs. Cr)TOTAL
INTERNATIONALEQUITY PUBLIC
OFFERINGS

TOTAL
PUBLIC OFFERINGSPULLED OUT/
WITHDRAWN PRE
OR POSTROADSHOW
TOTAL

Note: Please indicate whether you were engaged by the Government of India for
any Equity Public Offering, other than those mentioned above, and if so,
furnish details.

Page 25 of 25