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(A WHOLLY OWNED SUBSIDIARY OF CANARA BANK)

Clarifications to the queries raised by probable applicants / bidders in relation to the Request for Proposal for appointment of a Consultant bearing no EDF/01/2020-21 dated 6 th July 2020 (‘RFP’)

All capitalized terms used in this note but not defined herein shall have the meaning ascribed under the RFP. This note shall be read together with the RFP and in the event of any conflict between the provisions of this note and the RFP, the provisions of this note shall prevail.

S. No.

Reference Heading Particulars Query Clarification by CVCFL

1 10. / pg 8 Bid Evaluation Process

The bids of shortlisted applicants will be evaluated on techno-commercial basis giving weightage as detailed below: a. Technical Evaluation based on the Profile in accordance with Annexure C - 50%; b. Financial Evaluation based on the Financial Bid received from the Bidder - 50%.

Request CVCFL to consider changing the technical evaluation and financial evaluation weightage from 50:50 to 80:20 or 70:30

The weightage shall remain the same as per RFP.

2 6. / pg 7 Bid Evaluation Process

Upon review of the Profiles of the Bidders in terms of criteria set out in Annexure C, the Bidders shall be ranked in descending order of their evaluation score as ‘A1 Bidder’, ‘A2 Bidder’, ‘A3 Bidder’ and so on.

Request CVCFL to include a virtual technical presentation by the bidders as a part of the bid evaluation process, with appropriate scores assigned to it, hence allowing each agency to showcase their credentials and expertise.

The technical bid submission and evaluation shall remain as per the RFP.

3 10. / pg 4 Relevant dates Date by when the final report along with the clarifications sought by CVCFL must be submitted - Eight weeks from the date of signing of engagement agreement

Request CVCFL to increase the number of weeks to submit the final report from 8 weeks to 12-16 weeks given the extensive scope of work.

The timeline for submission of the final report shall be as specified in the RFP. Notwithstanding the same,


CVCFL has the right to extend the timeline, at the request of the successful Consultant, based on the circumstances prevailing at the time of the request. CVCFL shall not unreasonably withhold any extension in this regard.

4 Pg 15 “Annexure A – Scope of Work”

-- The scope of the assignment is very broad given the time frame provided for the completion of the study. Request CVCFL to streamline the scope of work given the objective of the impact evaluation.

Considering the assignment, the scope shall remain broad and cannot be streamlined.

5 1./ pg 6 Eligibility Criteria

Bidder / its affiliates providing consultancy services should be engaged in the business of providing consultancy services.

Request CVCFL to accept and consider credentials submitted by all legal entities of the Bidder Network Firms

Modification as requested is not accepted.

6 2. / pg 5 Guidelines for Submission

The Bidder must submit the Bid(s), in 2 (Two) sealed envelopes (one for the Profile and the other for the Financial Bid) and these two separate envelopes shall be enclosed in a single envelope with the heading ‘EDF IMPACT STUDY’ followed by the name of the Bidder. The profile of the Bidder shall be submitted as per the format set out in Annexure B1 (“Profile”) and financial bid shall be as set out in Annexure B2

Request CVCFL to permit submission of soft copy of the bid owing to risks of preparing and delivering physical copies due to Covid-19 and remote working of all employees.

The Bid may be submitted in two separate files (in the format specified under the RFP) vide electronic mode (including e-mail or google drive). The password for the Profile and the Financial Bid must be different. The password must be submitted / disclosed by the Bidder at the time of opening of the Profile and the Financial


(“Financial Bid”). CVCFL shall make payment of the Bid Amount (after tax deduction at source). The Bid Amount shall be exclusive of goods and service taxes.

Bid respectively, over virtual / physical meeting / call.

7 9. / pg 12 Terms and Conditions of Service: Review

CVCFL shall hold regular meetings to ascertain and review the Services and in the course of such review, if CVCFL is of the view that any personnel of the Consultant are not efficient in their Services, CVCFL shall have the right at all times, by giving adequate reasons, and at no cost to CVCFL, to require the Consultant to replace such personnel with any other suitably qualified personnel of the Consultant.

Request CVCFL to conduct virtual meetings for review till the time COVID-19 pandemic subsides.

Physical or virtual meetings are acceptable.

8 14./ pg 8 Bid Evaluation Process

In the event the H1 Bidder fails to execute the letter of engagement (as aforesaid) within a period of 5 (Five) business days from the date of intimation in this regard, the Bid submitted by such H1 Bidder shall automatically lapse and shall stand rejected. In which event, CVCFL shall notify the H2 Bidder of the same (via electronic e-mail). The H2 Bidder shall then provide the Services as the Consultant on the terms and conditions set out herein for the Bid Amount submitted by such H2 Bidder. CVCFL and H2 Bidder will also

Request CVCFL to increase the time period for executing the letter of engagement to minimum 10 (ten) days given the pandemic and subsequent change in working environment.

Time period for executing the letter of engagement shall remain five business days. However, CVCFL reserves the right to extend the timeline depending on the prevailing circumstances.


separately execute a letter of engagement, incorporating the terms of Service set out in this RFP

9 4 / pg 10 Terms and Conditions of Service: Indemnity (4.1)

The Consultant shall be liable to indemnify and hold harmless CVCFL, its directors, employees, agents, representatives, successors-in-interest and assigns (each an ‘Indemnified Person’) from and against all losses, costs, charges, expenses (including court costs and attorney’s fees), fines, damages, liabilities or judgments (collectively ‘losses’) of whatever nature, incurred or suffered by the Indemnified Person in connection with or arising out of or resulting from or incidental to: (i) breach of any of the covenants or provisions of this RFP by the Consultant, its representatives, directors or employees; (ii) the suppression of facts, inaccuracy or breach of any representation and / or warranty by the Consultant; (iii) non-compliance of the Applicable Laws by the Consultant with respect to the transaction contemplated herein; (iv) failure of the Consultant, its associates, agents, representatives, directors and / or employees to perform their respective obligations under this RFP with due care and diligence; (v) any

Request CVCFL to revise the clause as follows- “Subject to the maximum extent of the agreement value, the Consultant shall be liable to indemnify and hold harmless CVCFL, its directors, employees, agents, representatives, successors-in-interest and assigns (each an ‘Indemnified Person’) from and against all losses, costs, charges, expenses (including court costs and attorney’s fees), fines, damages, liabilities or judgments (collectively ‘losses’) of whatever nature, incurred or suffered by the Indemnified Person in connection with or arising out of or resulting from or incidental to-…”

Considering the sensitivity and scope of the work, the clause shall remain the same as per the RFP.


fraud, negligent act or willful default or omission by the Consultant, its associates, agents, representatives, directors and / or employees; or (vi) incorrect/wrong information provided by the Consultant to CVCFL.

10 12. / pg 12 Terms & Conditions of Service: Termination

CVCFL shall have the right to rescind / terminate this RFP/letter of engagement with the Consultant, without assigning any reasons whatsoever, by giving a prior written notice of 3 (Three) days. Further, CVCFL shall have the right to terminate the engagement / Services by issuing a written notice in this regard, in the event of any breach / misrepresentation by the Consultant. The RFP and / or the Services cannot be terminated other than as set out herein

Request CVCFL to revise the clause as follows- “CVCFL shall have the right to rescind / terminate this RFP/letter of engagement with the Consultant, without assigning any reasons whatsoever, by giving a prior written notice of 3 (Three) months days. Further, CVCFL shall have the right to terminate the engagement / Services by issuing a written notice in this regard, in the event of any breach / misrepresentation by the Consultant. The RFP and / or the Services cannot be terminated other than as set out herein

The time period for issuance of prior notice shall stand extended from 3 (Three) days to 7 (seven) days. There shall be no other change in this clause.

11 11. / pg 26 Annexure D- Confidentiality & Non- Disclosure Agreement

The Recipient agrees to indemnify, defend, and hold harmless the Company, its Affiliates and their directors / employees and officers, against any losses, damages, liabilities, assessments, costs, charges, or claims arising out of a breach of this Agreement by the

Request CVCFL to revise the clause as follows- “Subject to the maximum extent of the agreement value, the Recipient agrees to indemnify, defend, and hold harmless the Company, its Affiliates and their directors /

Given the sensitivity of the information that may be disclosed by the Daughter Funds / Investee Companies, there shall be no limitation on liability.


Recipient or its Affiliates or their employees, representatives, agents (including lost profits, lost revenues and attorneys' fees).

employees and officers, against any direct losses, damages, liabilities, assessments, costs, charges, or claims arising out of a breach of this Agreement by the Recipient or its Affiliates or their employees, representatives, agents (including lost profits, lost revenues and attorneys' fees).

Modification / suggestion not accepted.


Notwithstanding anything to the contrary contained hereunder, the liability of the Recipient shall not be limited in the event of breach of any of the provisions of this Agreement.

Request CVCFL to remove this clause.



The provisions of this Agreement are necessary for the protection of the business and goodwill of the Parties and are considered by the Parties to be reasonable for such purpose. The Recipient agrees that any breach of this Agreement may cause the Company/ Daughter Fund/ Portfolio Companies/ MeitY substantial and irreparable damages and, therefore, in the event of any such breach or threatened breach, in addition to other remedies which may be available, the Company shall have the

Request CVCFL to revise the clause as follows- “The provisions of this Agreement are necessary for the protection of the business and goodwill of the Parties and are considered by the Parties to be reasonable for such purpose. The Recipient agrees that any breach of this Agreement may cause the Company/ Daughter Fund/ Portfolio Companies/ MeitY substantial and irreparable damages and, therefore, in the event of any



right to specific performance and other injunctive and equitable relief.

such breach or threatened breach, in addition to other remedies which may be available, the Company shall have the right to specific performance and other injunctive and equitable relief.”

14 New clause -- -- Request CVCFL to add the following clause- “CVCFL shall not recover from the Consultant, in contract or tort, under statute or otherwise, any amount with respect to loss of profit, data or goodwill, or any other consequential, incidental, indirect, punitive or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated. CVCFL shall not recover from the Consultant, in contract or tort, under statute or otherwise, aggregate damages in excess of the fees actually paid for the Services that directly caused the loss in connection with claims arising out of this Agreement or otherwise relating to the Services.”


15 New -- -- Request CVCFL to add the In the event the Consultant is


Clause following clause- “The Consultant may terminate this Agreement, or any particular Services, immediately upon written notice to CVCFL if the Consultant reasonably determines that it can no longer provide the Services in accordance with applicable law or professional obligations.”

not able to provide the Services due to any change in Applicable Law then the Services may be terminated. No other modification / suggestion in this regard is accepted. Please note that the provisions of the RFP that shall by nature survive the termination of the RFP shall be binding on the Parties (including without limitation the indemnity and confidentiality obligations), notwithstanding such termination. Further, in such event, CVCFL shall make payment to the Consultant for the work undertaken by the Consultant till the date of such termination, based on mutual consent of the parties. For the avoidance of doubt, the Consultant shall be liable to provide a report on the work done till date to CVCFL.

16 1./pg. 14 Annexure A – Scope of Work: Assessment at Fund of Funds

Evaluate Fund of Funds-level investment thesis and landscape:

Are only 8 daughter funds https://meity.gov.in/writereaddata/files/List_EDF_0405 2020.pdf to be covered as part of the scope -

Since a few items mentioned in the scope of work also include Investment Manager, all the eight Daughter Funds are to be


level Endiya Seed Cocreation Fund, KARSEMVEN Fund, Aaruha Technology Fund I, Unicorn India Venture Fund I, Yournest India VC Fund, PI Venture Fund I, Ventureast Proactive Fund II, and Exseed Electronics Fund? One of the eight daughter funds, Exseed Electronics Fund is yet to start making investment in the start-ups, does the scope require analysis of this fund as well?

include in the scope of work.

17 1. /pg. 14 Annexure A – Scope of Work:Assessment at Fund of Funds level

Profile, at a high-level, the market landscape within focus sectors of EDF and key sub-sectors and appropriateness for attracting further downstream VC/PE investments, covering:o Opportunity size (market, total addressable market)o Growth potential and key themes/drivero Track record of the sub-sector in attracting VC/PE and strategic investments

Should the market landscape coverage be at high level sector level Electronics (subsector - Electronics hardware, Robotics, AR/VR, Smart devices, etc.), Nano electronics (sub-sector - nano level applications), Information technology (sub-sector - Consumer tech, fintech, e-commerce, SaaS, health tech, etc) or at a subsector level as mentioned in the brackets? Far more effort is required to do the study at a sub-sector level. Should the opportunity size (market, total addressable market) be done for current year 2020 or forward looking, for instance, year

The coverage has to be on a sub-sector basis.

Separately, the market is to be captured from today’s scope and covering the next 4-5 years.


2024/2025?

18 1./ pg 14 Annexure A – Scope of Work: Assessment at Fund of Funds level

Identify potential areas of improvement and supported requirement across areas such as: o Fine-tuning the investment process/criteria for future

Request CVCFL to please elaborate and highlight some examples what is meant by fine-tuning of the investment process

CVCFL will share brief details about the existing investment process & criteria followed to the successful bidder.

19 2. /pg. 14 Annexure A – Scope of Work: Assessment at Fund of Funds level

Understand and review the investment philosophy and hypothesis, covering areas such as: o The fund-raising capabilities of the fund managers and their ability/track-record to achieve at least 5x of the commitments from the EDF

Does this entail commenting if daughter funds are on track to achieve >5x of the commitment and analyse the reasons for not being able to achieve the same? OR, does it only refer to finding/ highlighting out the past track record of the fund managers?

The scope covers both the areas.

20 2. / pg. 15 Annexure A – Scope of Work: Assessment at Fund of Funds level

Based on the above analysis, identify potential areas of improvement in the investment process followed by Daughter Funds and identify potential areas of improvement in the implementation process, if any.

Request CVCFL to please provide examples/direction on the kind on improvement areas in the investment/implementation process that is being referred to.

The successful bidder, based on its past experience and also comparable process of other EDF Daughter Funds, can make suggestions on investment process of the Daughter Funds.


To assess if the funds were leveraged together with some of the other parallel support schemes/ allocations / mechanisms and the resulting impact of the same.

Request CVCFL to please provide some examples of the support schemes being referred to.

Schemes like FFS of SIDBI/ State Government commitments/ BIRAC/ any other Central Government scheme supporting Electronics or IT.



Outline key success factors and best practices adopted by funds/ investees in India

What is meant by success factors and best practices being referred to, since various funds in India may follow their own investment thesis, process and criteria? Determining the best practices requires discussion with number of funds (apart from the funds in scope) which would impact the project timelines.

You may highlight key differential qualitative factors followed by the Daughter Funds/ investees which may be the reason for their success story. Based on your past experience and interaction with a few Funds, you may come out with the outcome.

23 4. / pg. 16 Annexure A – Scope of Work: Detailed impact assessment case studies for a shortlist of portfolio companies

For the shortlisted 20 companies, create detailed case studies based on discussions with the company founders/management and the Daughter Fund managers to show impact created and identify any areas of improvement of across eco-system/policy support and the implementation of the investment process

Do the exited companies need to be covered as part of the scope of 20 start-ups case studies or does it have to be over and above the 20 start-ups? Our understanding is 20 is the total no. of start-ups (including the exited ones) for which case studies need to be developed.

Yes

24 4. / pg. 16 Annexure A – Scope of Work: Detailed impact assessment case studies for a shortlist of portfolio companies

To assess the potential impact of COVID-19 on the ESDM sector broadly basis industry consultation and make suggestions

COVID-19 impact is futuristic and requires in depth study to highlight the impact and recommend any suggestions. We suggest highlighting the high-level impact/challenges faced due to COVID-19 based on interview with the funds and start-ups instead of carrying out a separate independent study? Request you to please provide your views.

We expect the coverage on a high level impact/ challenges. However, we also expect the differentiation to be shown for the start-ups who have gained with the Covid-19.


25 5. / pg. 16 Annexure A – Scope of Work: Need-gap analysis and recommendations

To suggest future road map, programs/schemes/interventions from Government to address the innovation needs of the electronics industry

Request CVCFL to please elaborate on the kind of inputs expected from future roadmap perspective

After studying the EDF investment in Daughter Funds and down the line portfolio companies, Consultant can suggest future roadmap for achieving the business prospects and market size in the next 4-5 years.

26 pg. 17 Annexure A – Scope of Work: Coverage

1. Common questionnaire to be shared with all the companies (in consultation with CVCFL)2. Common questionnaire with all the Daughter Funds (in consultation with CVCFL)3. Common questionnaire with all existing portfolio companies of EDF Daughter Funds4. Selection of 20 start-ups in discussion with CVCFL5. Detailed discussions with the 20 selected start-ups6. A few exited companies also to be covered7. Detailed discussions in person/ VC with all the fund managers of EDF Daughter Funds8. One to one interaction with the 20 selected start-ups in person or through VC9. Interaction with industry associations

Request CVCFL to please provide connects and arrange interaction with industry associations like IVCA, TIE, etc.; other funds in the EDF sectors (not funded by EDF), start-ups and DFs along with the letter stating the study details to relevant stakeholders in each of the companies/bodies; Consultant is required to design questionnaire and conduct the interviews? Is our understanding correct with respect to the same? In case arrangements (connecting and arranging the interaction) are to be done by the consultants, it will impact the timelines of the project.

Yes, Consultant is required to design questionnaire and conduct the interviews. We shall connect with the Daughter Funds and through the Daughter Funds to the investee companies. However, you will have to use your network and industry reports to get the details of other funds in the industry.


like IVCA, TIE, etc10. Interaction with other funds in the EDF sectors, not funded by EDF

27 Guidelines for Submission of Bid

2 “The Bidder must submit the Bid(s), in 2 (Two) sealed envelopes (one for the Profile and the other for the Financial Bid) and these two separate envelopes shall be enclosed in a single envelope with the heading ‘EDF IMPACT STUDY’ followed by the name of the Bidder. The profile of the Bidder shall be submitted as per the format set out in Annexure B1 (“Profile”) and financial bid shall be as set out in Annexure B2 (“Financial Bid”). CVCFL shall make payment of the Bid Amount (after tax deduction at source). The Bid Amount shall be exclusive of goods and service taxes.”

Due to the prevailing operating conditions due to COVID-19, and possible government enforced lockdowns, the Bidder requests to understand from the Client (‘Canbank Venture Capital Fund Ltd (CVCFL)’) if Bids can be submitted via electronic medium (email -through password protected documents)?

The Bid may be submitted in two separate files (in the format specified under the RFP) vide electronic mode (including e-mail or google drive). The password for the Profile and the Financial Bid must be different. The password must be submitted / disclosed by the Bidder at the time of opening of the Profile and the Financial Bid respectively, over virtual / physical meeting / call.

28 Eligibility Criteria

- “Bidder / its affiliates providing consultancy services should have completed minimum five assignments at the fund level, i.e. services provided to a fund manager/ fund only but not related to a specific portfolio companies (funds under SEBI AIF Regulations, 2012) between 1st April, 2018 and 31st March, 2020; Bidder / its affiliates providing consultancy services should have

The entity submitting the proposal in response to this RFP is PricewaterhouseCoopers Private Limited (“Bidder”), which is an independent and separate legal entity incorporated under the Companies Act 1956 in India and is also one of the member firms within the global Bidder network. Bidder network which consists of member firms are separate and

No modifications are acceptable.


completed minimum five assignments between 1st April, 2018 and 31st March, 2020 for investee companies of AIF investments (as per SEBI AIF Regulations, 2012) like Advisory services, due diligence, Investment Banking, Valuation services in Private Equity/ Venture Capital space; Bidder should have completed at least one Impact Study between 1st April 2015 and 31st March 2020 at the request of a State Government/ Central Government (India);”

distinct legal entities. The Bidder network is not a partnership, a single firm, or a corporation. The firms that make up the Bidder network are committed to working together to provide quality services to clients throughout the world. Bidder shall also draw upon the resources and credentials/ experience from other Indian member firms within the global Bidder network (“Assisting Firms”) for in connection with this RFP. It is however clarified that the bidding entity is Bidder and it shall be solely responsible for the deliverables under the RFP. For avoidance of any doubt, it is further clarified that these Assisting Firms are independently owned and operate as separate legal entities. None of these Assisting Firms are “affiliates” of Bidder (as defined in the RFP) and Bidder is also not an associated concern of the relevant Assisting Firms. Please let us know if there are any concerns.

29 -- -- “Bidder / its affiliates providing consultancy services should have

Typically, the work performed for the AIF investee companies are paid

The intent is for the transaction done even if the engagement of


completed minimum five assignments between 1st April, 2018 and 31st March, 2020 for investee companies of AIF investments (as per SEBI AIF Regulations, 2012) like Advisory services, due diligence, Investment Banking, Valuation services in Private Equity/ Venture Capital space;”

for and contracted by the advisors of the AIF fund. Although, in spirit, the advisory engagements like Due Diligence, Valuation are done for the investee companies. The Bidder likes to inform that such engagements have contracts signed with the Advisors / AIF Funds of the investee companies and not directly with the investee companies. The Bidder requests to understand if they can include such engagements, with contracting done with the Advisors / AIF Funds of the investee companies as part of experience for the criteria of selection?

the Consultant was with the Fund.Eg. Due diligence of an investee company on behalf of a Fund, whether paid by the Fund or Investee company, will be covered under the transaction with the investee company.

30 -- -- “Bidder / its affiliates providing consultancy services should not have been barred / black listed / disqualified by any regulators /government / statutory body in India or by any other person, in a bidding process, for any reason whatsoever.”

We understand that this only applies to blacklisting/ disqualification subsisting as on date. Please let us know if our understanding is correct.

The Bidder should not have been barred / black listed / disqualified by any regulators /government / statutory body in India or by any other person, in a bidding process, for any reason whatsoever, during the past 5 (Five) financial years and till the date of the submission of the Bids .

31 Terms & 3 “Payment Terms: The Consultant shall The Bidder requests to understand if Modification / suggestion not


Conditions of Service

raise invoice on CVCFL upon completion of the Services (to the satisfaction of CVCFL) and CVCFL shall pay the undisputed invoiced Fee to the Consultant within 45 (Forty Five) days of receipt of the invoice. CVCFL shall pay the Fees after deduction of tax at source. CVCFL shall provide copies of TDS certificate in respect of such deduction, to the Consultant.”

the client could detail the acceptance criteria (technical terms related to engagement or deliverable closure) as the phrase ‘to the satisfaction of CVCFL’ could have wide interpretations? Also, considering the intensive nature of the engagement and timeline of eight weeks for submission of final report, the Bidder requests to formulate milestone-based payment terms, wherein the milestones can be mutually agreed with the Client, and/or based on the submission of interim, draft and final report

accepted.

32 -- 4.1 “Indemnity: The Consultant shall be liable to indemnify and hold harmless CVCFL, its directors, employees, agents, representatives, successors-in-interest and assigns (each an ‘Indemnified Person’) from and against all losses, costs, charges, expenses (including court costs and attorney’s fees), fines, damages, liabilities or judgments (collectively ‘losses’) of whatever nature, incurred or suffered by the Indemnified Person in connection with or arising out of or resulting from or incidental to: (i) breach of any of the covenants or provisions of

The Bidder requests to understand if the client could omit this section, as there are several available remedies under law and contract for the Client’s perusal, for such breach of obligations/ warranties? For example – there are penalties and LDs that may be imposed for some of these breaches. The Bidder believes seeking indemnities for such breaches frustrates the entire purpose of such remedies available to the Client. The Bidder understands that remedies other than



this RFP by the Consultant, its representatives, directors or employees; (ii) the suppression of facts, inaccuracy or breach of any representation and / or warranty by the Consultant; (iii) non-compliance of the Applicable Laws by the Consultant with respect to the transaction contemplated herein; (iv) failure of the Consultant, its associates, agents, representatives, directors and / or employees to perform their respective obligations under this RFP with due care and diligence; (v) any fraud, negligent act or wilful default or omission by the Consultant, its associates, agents, representatives, directors and / or employees; or (vi) incorrect/wrong information provided by the Consultant to CVCFL.”

indemnity will be enough for such breaches. If the client still decides to retain this clause, then the Bidder requests to make the indemnity limited to breach subject to overall cumulative liability cap of total contract value and subject to final determination of court/arbitrator. Wilful default is not a well-defined term in India in connection with the nature of services that are provided by the Bidder, which is a well-accepted fact in market practice for such services. In any event the Bidder assumes no liability to a third party. However consistent with industry practice, we are agreeable to insert carveouts for fraud and dishonesty.

33 -- 4.2 “Indemnity: The benefit of this indemnity shall survive the recall of this RFP (for any reason whatsoever) and / or the consummation of the Services contemplated herein.”

The Bidder requests to understand if the client could edit the clause and enable the indemnity to survive only if the services are consummated?

Modification / suggestion not accepted. Please note that as per the RFP, the indemnity obligations mentioned herein are binding on the Consultant and not all Bidders.

34 -- 12 “Termination: CVCFL shall have the right to rescind / terminate this RFP/letter of engagement with the Consultant, without assigning any reasons

The Bidder requests to understand if the client could provide a written notice of a minimum 20 days for termination for convenience and for

Three days stands replaced with seven days.


whatsoever, by giving a prior written notice of 3 (Three) days. Further, CVCFL shall have the right to terminate the engagement / Services by issuing a written notice in this regard, in the event of any breach / misrepresentation by the Consultant. The RFP and / or the Services cannot be terminated other than as set out herein.”

breach a rectification period of at least 30 days, before invoking this clause, as a notice of 2 days is too short a timeline?

Besides this, no other modification as requested is accepted.

35 -- 13 “Consequences of termination: Immediately upon termination of the Services, the Consultant shall (at the directions of CVCFL), either return or destroy (in the presence of a representative of CVCFL) all Confidential Information in the possession of the Consultant and its personnel / employees. In the event of termination of the Services by CVCFL due to reasons attributable to the Consultant, CVCFL shall not be entitled to pay any Fee (in full or in part) to the Consultant. In the event of termination of the RFP and / or the Services, CVCFL shall pay the Fees, in proportion to the work conducted by the Consultant, upto the date of termination.”

The Bidder understands that they would be allowed to retain a copy of the engagement records for legal/ regulatory and their internal compliance purposes, for which the confidentiality obligations will survive as stated in Annexure D (Format of NDA). Please let us know if our understanding is correct. The Bidder also requests to understand if the client could modify the clause, to enable payment to the Bidder for the work performed till the date of the termination irrespective of reasons attributable to the Bidder? In case of any breach or attributable cause, the Bidder would request the Client to provide them a rectification period

The Consultant would be allowed to retain a copy of the engagement records for legal/ regulatory and their internal compliance purposes.

Refer clause 13 on Page 12 of RFP.


for such breach.36 -- 19 “Dispute Resolution: Any disputes

remaining unsettled upon the expiry of 30 (thirty) days from the date of commencement of mutual conciliatory consultations between the parties, shall be finally settled in accordance with the Arbitration and Conciliation Act, 1996, as amended and the Arbitration Centre - Karnataka (Domestic and International), Rules 2012, including any modifications thereto. The seat and venue for the arbitration shall be Bangalore, Karnataka, India. The procedure prescribed under the Arbitration Centre - Karnataka (Domestic and International), Rules 2012 shall apply to the arbitration proceedings. The arbitral tribunal shall comprise of a sole arbitrator nominated by said Arbitration Centre. The award of the sole arbitrator shall be final and binding on the Parties. All the proceedings shall be conducted in English language. During the pendency of a particular dispute, the parties shall continue to fulfil all their respective obligations that are not related to the subject matter of dispute.”

The Bidder requests to understand if the client could limit the arbitration to Arbitration and Conciliation Act, 1996 only?


37 Annexure B1: Format of Profile

-- “Self-certified documents” “Seal of the Bidder”

The Bidder requests to understand if documents with scanned copies of signatures and company stamp,

Taking into consideration the prevailing circumstances and the difficulties that may be


would be acceptable to the Client for the RFP process, as due to possible future government enforced lockdowns and restrictions due to Covid -19, the Bidder may not be able to access their office(s)?

faced by the Bidders, CVCFL shall accept Profiles that are unsigned. However, in respect of the Financial Bid, the Financial Bid must either be digitally signed or a scanned copy of the signed Financial Bid must be submitted. Further, the Consultant (i.e. successful Bidder) must submit duly signed / attested copy of the Profile, prior to execution of the letter of engagement, for verification by CVCFL. In the event of any discrepancy between the Profile submitted electronically and the physical copy, the Consultant may be disqualified.

38 Annexure B2: Format of Bid Submission

-- “Seal of the Bidder” The Bidder requests to understand if documents with scanned copies of signatures and company stamp, would be acceptable to the Client for the RFP process, as due to possible future government enforced lockdowns the Bidder may not be able to access their office(s)?

Taking into consideration the prevailing circumstances and the difficulties that may be faced by the Bidders, CVCFL shall accept Profiles that are unsigned. However, in respect of the Financial Bid, the Financial Bid must either be digitally signed or a scanned copy of the signed Financial Bid must be submitted. Further,


the Consultant (i.e. successful Bidder) must submit duly signed / attested copy of the Profile, prior to execution of the letter of engagement, for verification by CVCFL. In the event of any discrepancy between the Profile submitted electronically and the physical copy, the Consultant may be disqualified.

39 Annexure C: Criteria for scoring

2 “Assignments concluded in AIF space between 1st April, 2018 and 31st March, 2020 for AIFs (as per SEBI AIF Regulations, 2012) clients related services in India like Advisory services, due diligence, Investment Banking, Valuation services to Private Equity/ Venture Capital space”

The AIF funds typically carry out advisory engagements through their advisor / affiliate firms. The Bidder wishes to enquire if such engagements are considered as relevant experience? In spirit, such advisory engagements were used for investments carried out by the AIF fund, but the contractual engagement is being entered with the Advisor firm. For e.g. An advisory engagement for due diligence services was performed in spirit for SEBI registered AIF fund – ‘XYZ Structured Credit Opportunities Fund’, with contracting party being ‘XYZ Finance Limited.

Yes, this experience shall be considered.

40 Annexure 4 “The Company shall disclose to the The Bidder requests to understand if We are fine with this subject to


D: Confidentiality & Non-Disclosure Agreement (Format of NDA)

Recipient only such Confidential Information which the Company deems appropriate to fulfil the Purpose. Further, the Recipient acknowledges, agrees and undertakes to disclose any Confidential Information only to such representatives / agents / advisors / other Persons engaged by the recipient for the Purpose on ‘need to know basis’, provided prior to disclosing any Confidential Information to such representatives / agents / advisors / other Persons, the Recipient shall inform them of the confidential nature of the information and they would be bound by the terms of this Agreement as if they were signatories and parties to the Agreement. The Recipient will be liable for the acts and omissions of its representatives / agents / advisors” The

the Client could include information sharing with consultants and service providers to facilitate the work? This is required by the Bidder since their back-end operations are managed at a global network level by various Bidder firms and third-party service providers. For example – transmitting client and engagement data on G Suite/ Google mail, for relevant conflict and risk related checks. This however does not derogate from the fact that the Bidder will continue to be solely liable to client for protection of confidential information by them.

the Confidentiality & Non-disclosure Agreement on of RFP.

41 Annexure D: Confidentiality & Non-Disclosure Agreement (Format of NDA)

10 “The Company may at any time require the Recipient to return or destroy, immediately and in full, the Confidential Information furnished, recorded and/or stored in hard copy, electronic form and/or in any other form, including any samples which had been supplied. The Recipient hereby undertakes to return or destroy the Confidential Information, within 7 (seven) days of receipt of the

The Bidder understands that they would be allowed to retain a copy of the engagement records for legal/ regulatory and their internal compliance purposes, for which the confidentiality obligations will survive as stated in Annexure D (Format of NDA). Please let us know if our understanding is

Agreeable


written request in this regard and shall confirm this in writing to the Company. Notwithstanding the return or destruction of the Confidential Information, the Recipient, its employees, representatives, agents and Affiliates will continue to be bound by their obligations of confidentiality and other obligations hereunder.”

correct.


11 “The Recipient agrees to indemnify, defend, and hold harmless the Company, its Affiliates and their directors / employees and officers, against any losses, damages, liabilities, assessments, costs, charges, or claims arising out of a breach of this Agreement by the Recipient or its Affiliates or their employees, representatives, agents (including lost profits, lost revenues and attorneys' fees).”

The Bidder requests to understand if the Client could edit this clause to the following: “The Recipient shall compensate Disclosing Party from any loss, harm, damage suffered by the Disclosing Party, arising out of any use, misuse or disclosure of such Confidential Information for any purposes other than permitted by the Disclosing Party”? As in the event of a breach of this NDA by the Bidder, the client shall have adequate recourse in compensation, thereby obviating the need for such indemnities


43 Annexure D: Confidentiality & Non-Disclosure

14 “Notwithstanding anything to the contrary contained hereunder, the liability of the Recipient shall not be limited in the event of breach of any of the provisions

The Bidder requests to understand if such breach be covered under overall liability cap under the RFP?

Given the sensitivity of the information that may be disclosed by the Daughter Funds / Investee Companies, there shall be no limitation on


Agreement (Format of NDA)

of this Agreement.” liability.


16 “This Agreement shall be governed by and shall be interpreted in accordance with the laws of India and all disputes or differences whatsoever arising between the Parties in connection with or arising out of the validity, construction, performance and termination of this Agreement (or any terms thereof), which the Parties are unable to resolve themselves, shall be finally settled by arbitration in accordance with Arbitration and Conciliation Act, 1996, as amended and the Arbitration Centre - Karnataka (Domestic and International), Rules 2012, including any modifications thereto. The seat and venue for the arbitration shall be Bangalore, Karnataka, India. The procedure prescribed under the Arbitration Centre - Karnataka (Domestic and International), Rules 2012 shall apply to the arbitration proceedings. The arbitration shall be settled by a sole arbitrator to be appointed in accordance with the aforementioned rules. The award of the arbitrator shall be final and binding on the Parties. The seat of arbitration shall be Bangalore. All the proceedings

The Bidder requests to understand if the client could limit the arbitration to Arbitration and Conciliation Act, 1996 only?



shall be conducted in English language”45 Annexure

E: Format of Letter of Engagement

4 “CONFLICT OF INTEREST: During the provision of our services to the Client in respect of the transaction, [Insert name of bidder] and its affiliates will not act for any person who may be perceived to have a direct conflict with the interests of the Client, in relation to the transaction contemplated herein.”

The Bidder requests to understand the applicability of this clause, as there is no transaction contemplated in the RFP?

The reference to the transaction mentioned therein refers to and shall be construed to mean the Services to be provided pursuant to the RFP.

46 Other Queries

-- -- The Bidder requests to understand if the following clause related to the liability could be included in the Terms & Conditions and/or Engagement Agreement documentation? “Bidder's overall liability in connection with this assignment shall be limited to the amount of fees paid to it hereunder. Bidder shall not be liable for indirect and consequential losses.”


47 Other Queries

-- -- The Bidder requests to understand if the following clause related to the deliverable could be included in the Terms & Conditions and/or Engagement Agreement documentation? “The deliverable submitted under this assignment shall not be

The deliverable submitted shall be disclosed to Government of India, Canara Bank, CVCFL and advisors, mentors, etc of EDF. Therefore, no change shall be made.


disclosed to any third party. Any liability of the Bidder in connection with the deliverables/ assignment is only to CVCFL.”

48 Other Queries

-- -- The Bidder requests to understand if the following clause related to the other related parties/subcontractors could be included in the Terms & Conditions and/or Engagement Agreement documentation? “Bidder may be supported by other member firms of the Bidder's network and/or subcontractors, and the Bidder may share Confidential Information with them, but the Bidder shall continue to remain solely and fully responsible for their compliance with the terms of the contract.” Bidder sometimes hires an agency to connect with industry veterans to undertake anonymized/ confidential expert discussions across advisory engagements

We are fine with this subject to the Confidentiality & Non-disclosure Agreement on Page 22 of RFP. However, the Consultant shall be the sole responsible agency for the acts of its agents/ advisors, etc.

49 Other Queries

-- -- The Bidder requests to understand if the following clause related to the contract termination could be included in the Terms & Conditions and/or Engagement Agreement

In the event of any breach / misrepresentation, the Consultant shall be provided with a period of 7 (Seven) days for rectification of the breach / clarification of the


documentation? “Either party may terminate the contract: (a) if a breach by the other goes uncured for thirty (30) days after receipt of written notice from the aggrieved party; (b) immediately, if continuation of this assignment becomes barred by law or regulation; (c) with forty five (45) days written notice.”

misrepresentation, to the satisfaction of CVCFL. Failing which, CVCFL shall have the right to terminate the RFP in terms thereof.

The Consultant shall not be entitled to terminate the Services, for any reason whatsoever.

50 Other Queries

-- -- The Bidder requests to understand if the following clause related to the deliverable could be included in the Terms & Conditions and/or Engagement Agreement documentation? As per RFP, Ministry of Electronics & Information Technology, GoI, have requested CVCFL, in its capacity as the Investment Manager, to provide a detailed report analysing the investments made from EDF. The Bidder requests the client to please share the details with whom this deliverable will be shared? Will this deliverable be made public or published anywhere?

The deliverable submitted shall be disclosed to Government of India, Canara Bank, CVCFL and advisors, mentors, etc of EDF.

CVCFL shall hold no responsibility for the outcome shared by any of these parties.

51 Miscellaneous

-- -- This is regarding eligibility criteria mentioned on page 6 of 30. Kindly

The eligibility shall be considered only for the


suggest impact study carried out for multilateral agency and financial institutions enacted by Indian parliament act, in which central government has stake, is good enough to meet eligibility criteria related to impact study mentioned in bullet no. 5

assignments dome at the request of the Central Government/ State Government.

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