Request for Expression of Interest (Eoi)

REQUEST FOR EXPRESSION OF INTEREST (EOI)

EMPANELMENT WITH

INDIA INFRASTRUCTURE FINANCE COMPANY LTD. (IIFCL)

LENDERS INSURANCE ADVISORS

TO BE SUBMITTED BEFORE

1.00 PM on AUGUST 05, 2016

INDIA INFRASTRUCTURE FINANCE COMPANY LTD. (IIFCL), 8TH FLOOR, HINDUSTAN TIMES BUILDING, 18 & 20, KASTURBA GANDHI MARG, NEW DELHI - 110 001 Introduction India Infrastructure Finance Company Ltd. (IIFCL) is a wholly-owned Government of India company set up in 2006 to provide long-term finance to viable infrastructure projects through the Scheme for Financing Viable Infrastructure Projects through a Special Purpose Vehicle called India Infrastructure Finance Company Ltd (IIFCL), broadly referred to as SIFTI. IIFCL has been registered as a NBFC-ND-IFC with RBI since 9th September 2013. IIFCL has made cumulative gross sanctions of over Rs 92,500 Crore and has made cumulative disbursements of around Rs 47,000 Crore, including under Refinance and Takeout Finance Scheme, till 31st December 2015. IIFCL has now decided to act as Lead Lender and accordingly consider sanction of loans on the basis of its own appraisal.

Invitation of Expression of Interest IIFCL invites Expression of Interest (EOI) for the empanelment of reputed Insurance Broking Firms/Companies which are Registered/Issued License by Insurance Regulatory and Development Authority (IRDA) under “Composite” License category to act as “lenders Insurance Advisors (LIA)” to advise on the insurance requirements for the project during construction as well as operations phases of large infrastructure projects. Detailed indicative scope of work of an LIA is given at Annexure - A.

Eligibility Criteria (i) The firm/company should have been in existence in India for a period of at least 7 years in the area of Insurance broking i.e. IRDA License must have been obtained prior to 01st April, 2009. (ii) LIA should be on the panel of at least 3 large public sector banks or institutions like REC, PFC, IDFC, IL&FS, NHAI, MORTH, etc. (iii) Minimum 2 years’ experience as LIA in the sector with scope/ nature of services offered in the past. (iv) The LIA should have minimum strength of 5 professionals on its roll.

Methodology for Empanelment Methodology and process of empanelment is as under:

Stage 1 Expression of Interest (EoI) along with technical proposal submitted by Eligible Entities/ Firms / Agencies Stage 2 Eligible Entities/ Firms / Agencies which clear the eligibility criteria would be considered for the next stage of evaluation. The companies/ firms will be evaluated based upon: 1. The firm/company in existence in India for a period of at least 5 years in the area of Insurance broking i.e. IRDA License must have been obtained prior to 01st April, 2011 2. Experience of the firm in working with large public sector banks or institutions like REC, PFC, IDFC, IL&FS, NHAI etc. 3. Experience of the firms in working as LIA on infrastructure projects. 4. Number of professionals and diversity of the subject matter specialist on the roll of the firm. 5. Outreach of the Firm/ Company i.e. number of states/UTs which can be covered by the agency. 6. Awards and Recognitions in the field of Insurance Advisory with specific reference to infrastructure sector. The evaluation shall be undertaken by a Selection Committee.

Stage 3

Eligible Entities/ Firms / Agencies which qualify for empanelment, in the evaluation will be issued an “in principle” approval for empanelment with IIFCL.

Stage 4

As and when required on project to project basis, the financial proposal / bids / Quotations will be invited out of the empaneled firm with IIFCL. Minimum of 3 quotations shall be called based on the location and nature of the project from the panel maintained with IIFCL

Stage 5

The Financial proposal/ bids for each project will be evaluated and work allotment will be made to lowest (L-1) bidder. On acceptance of bid the L-1 bidder would be required to enter into a Memorandum of understanding / Appointment Agreement on case to case basis. In the event of L1 not taking up the assignment or firm disqualified for the appointment as LIA for any reason, then L2 shall be eligible for the assignment.

Note : Empanelment with IIFCL does not give guarantee for any work. No firm empaneled with IIFCL can demand a contract an assignment.

How to Apply

Interested parties may submit their duly completed and signed by the authorized signatory, the Expression of Interest”(EOI) as per the prescribed application form (attached as Annexure-B) in a sealed cover subscribing “Expression of Interest For Empanelment of Lenders Insurance Advisors” to “CGM (Credit), India Infrastructure Finance Company (IIFCL), 8th Floor, Hindustan Times Building, 18 & 20, Kasturba Gandhi Marg, New Delhi - 110001” on or before 5th August, 2016, 1.00 pm, IST to CGM – Credit, IIFCL.

The EOI document can be viewed and /or downloaded from tenders section of IIFCL’s website http://www.iifcl.co.in/ from 4th July, 2016 to 5th August, 2016.

In case of any query, interested party may contact any of the following officials: a) Shri Pankaj Singh, AM (Mobile No.09599499836) b) Shri Ishant, Varma, AM (Mobile No. 09654659511) c) Shri Jeewan Kumar, GM (Mobile No.09654940200) Date of opening The EOIs will be opened on 5th August, 2016 at 3.00pm.

General Conditions: 1. The Applicant should be an Entities/ Firms / Agencies duly incorporated in India under the relevant law Registered/Issued License by Insurance Regulatory and Development Authority (IRDA) under “Composite” License category. In case of company, a copy of the Memorandum of Association (MOA)/Article of Association (AOA) along with a copy of Certificate of incorporation or registered unregistered partnership deed in case of partnership firms and any other relevant document and License issued by IRDA shall be submitted along with application form. 2. The applicant should meet the eligibility criteria as stated above under the heading “eligibility criteria” 3. The Applicant should submit its detailed profile along with turnover in the last three financial years and attach audited Balance sheets. 4. The Applicant or any of the promoters/directors / partners should not have defaulted / been blacklisted regarding bad performance or for any other reason by any State Government or Central Government/Department, banks or Financial Institution from participating in Projects/either individually or as a member of a consortium as on the date of submission of EOI. 5. Summary of regular/permanent professional a roles and key Personnel including the nature of specialization, qualifications and experience should be enclosed along with certificates 6. The LIA already working for IIFCL for any assignment are required to submit their fresh applications for empanelment. 7. The Applicant should submit a non-refundable Application Fee of Rs.1000/-(Rupees One Thousand Only) in the form of Demand Draft/ Pay Order in favor of “India Infrastructure Finance Company Limited” payable at Delhi along with their EOI. Applications not accompanied with Application fees, shall be summarily rejected.

Other Conditions for Application

1. This EOI should not be treated as a commercial tender document and Applicant are advised not to offer any price or include any financial aspect with their response. This EOI does not constitute and will not be deemed to constitute any commitment or Confirmation on part of IIFCL for any work to the Applicant’(s). 2. Applicant shortlisted for empanelment in the aforesaid EOI shall be issued letter of Empanelment by IIFCL. The maximum validity of such Empanelment shall be one year which may be extended or curtailed at the sole discretion of IIFCL and the performance of individual empaneled entity. 3. The Applicant shall bear all costs associated with the preparation and submission of its response to this EOI, including cost of Demo/Presentation for the purpose of clarification of the offer, if so desired by IIFCL. IIFCL will in no case be responsible for these costs, regardless of the conduct or outcome of the EOI process. 4. The EOI document duly completed and signed by the authorized signatory should be submitted in a sealed cover subscribing “Expression of Interest For Empanelment of Lenders Insurance Advisors” to “CGM (Credit), India Infrastructure Finance Company (IIFCL), 8th Floor, Hindustan Times Building, 18 & 20, Kasturba Gandhi Marg, New Delhi - 110001”. In case of any query, interested party may contact any of the following officials: a) Shri Pankaj Singh, AM (Mobile No.09599499836) b) Shri Ishant, Varma, AM (Mobile No. 09654659511) c) Shri Jeewan Kumar, GM (Mobile No.09654940200) 5. The application shall be submitted only as per the enclosed format (s) along with Annexure(s), Self-attested documentary proof(s) in respect of the details furnished in the application form shall be submitted along with the application fee. The intending candidates shall also submit the list of such projects where due to any disputes litigation/arbitration was invoked and or the services were abandoned/suspended by the Insurance Advisor(s). Suppression of any information in this regard may lead to cancellation of empanelment of the Firm/Company concerned, if such information comes to the notice of India Infrastructure Finance Company Ltd. (IIFCL) after empanelment. Incomplete applications will be summarily rejected. 6. The application shall be signed by the authorized person (s) of the firm. All pages of the documents shall be signed / stamped 7. Proper due diligence should be exercised before providing information against the EOI. Only relevant and precise information should be provided 8. At any time prior to the last date for receipt of offers, IIFCL may for any reason, whether at its own initiative or in response to a clarification requested by a prospective Applicant, modify the EOI document and all formats including annexure by issuing clarification(s) and/or amendment(s). In order to provide prospective Applicants reasonable time to take the amendment into account in preparing their offers, IIFCL may, at its sole discretion, extend the last date for receipt of offers and/or make other changes in the requirements set out in the invitation for EOI. While this EOI has been prepared in good faith, neither IIFCL nor its employees make any representation or warranty, express or implied, or accept any responsibility or liability, whatsoever, in respect of any statements or omissions herein, or the accuracy, completeness or reliability of information, and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or completeness of this EOI, even if any loss or damage is caused by any act or omission on their part. Applicants who are willing to work with IIFCL may kindly send their EOI in line with the aforesaid requirements. 10.Submission of Application shall not automatically constitute qualification for evaluation. IIFCL reserves the right to reject any or all Application, or to annul the selection process and reject all the Application, without thereby incurring any liability to the affected applicants, nor does it have any obligation to inform the Applicants the grounds for such action

Annexure – A SCOPE OF WORK A. Prior to Construction Phase (a) Prior to beginning of construction, LIA will prepare a report (a draft of which is to be provided to the Lenders within an acceptable time period for all parties to review and comment on) which will cover, inter alia, the following: i. Review all Project agreements/documents and comment on the insurance requirements; ii. Identify risks and interrelationship of risks associated with the Project, including, without limitation, contractual risks, financial risks (relating to delay or termination), political risks, risk associated with third parties, technical risks, or the risk of business interruption and insurance implications for the Lenders and Project as a whole; iii. Overview of the insurance market conditions (both international and local) with specific regard to capacity within the insurance market and cost in terms of likely future premia payable to maintain an adequate level of cover; iv. Research of Indian insurance legislation with assistance of the Lenders’ legal counsel and advise the Lenders and legal/technical advisers of any implications to the proposed construction and operational cover, as well as any implications to the perfection of the Lenders’ security interest in the insurance policies and proceeds; v. Based upon the main risks defined in (a) above, provide an opinion on the structure and adequacy of the proposed insurance cover for the construction and operational phases; and detailed policies, as available; vi. Discuss the exclusions, deductibles and excesses applicable to the proposed insurances and comment on any potential risks to the Lenders and what is considered normally available; vii. Confirm the market availability of the proposed insurance package and provide an opinion as can be reasonably made, on the continued availability of this coverage in the market; viii. Provide a recommendation on the minimum financial rating standard of the insurers (and re-insurers, as applicable);

(b) Liaise with the legal counsel and the Lenders with respect to the drafting of all elements of the insurance requirements in the loan documentation and the perfection of the Lenders’ security interest in the insurance proceeds. Draft the schedule of minimum insurance requirements.

(c)Liaise with the Lenders Engineer and the Lenders with regard to the cost in terms of likely future premia payable to maintain an adequate level of insurance cover as allocated within the financial pro-forma; and

(d) Immediately, prior to the financial close, the LIA will certify (in a form acceptable to the Lenders or advice of any changes) that the required insurances are in place and conform to the requirements of the loan documentation

B. Construction Phase (a) Undertake a Risk Review of the Project, identify the major exposures and advise as to how they can be mitigated by Insurance Cover/ Arrangements in line with good industry practice including, but not limited to the following: i. Physical Damage Risks to the Project facilities during the Construction Phase ii. Advance loss of Profits and / or Business Interruption Risks; iii. Employers/Workman’s Compensation, Third Party Liability insurance with Cross Liability and/or Common Law Liability Exposures; iv. Liability Risks (including Employers Liability, Marine, Cargo & Goods-in- Transit); v. Environmental Liability Risks including loss of risk to tile surrounding property and vi. Physical Damage risks to other assets such as offices, vehicles, plant, machinery and equipment (s) etc. vii. Sub-contractors insurances, if applicable viii. Any other risks

(b) Indicate the minimum Schedule of Insurance.

(c) Review and comment upon the proposed Insurance Package including: i. Suitability of Sums Insured; ii. Adequacy of the Insurance Policy Wordings; iii. Adequacy of sums insured and limits (taking probable maximum loss estimates into account) a) Premium Costs and Projections; b) Deductible Levels; c) Warranties and Exclusions; d) Identification of significant Residual Risks that are uninsured and comment on their insurability e.g., those that are generally insurable, or have limited insurability and/or difficult and/or expensive to insure; e) Insurance and alternative Project Insurance Structures having regard to cost and availability; f) Identification of additional Insurance Protection for Lenders including the availability of non-vitiation, assignments and loss payee clauses; and g) Ensure compliance with all applicable legislation/laws for the time being in force. (d) Review and comment on the insurance related provisions in the Loan Documentation / Security Documents (including assisting Legal Counsel in the rafting of the Minimum Schedule of Insurance). Ensuring proper insurance related documentation and also inclusion of insurance related relevant clauses in the Lenders' Loan Documentation / Security Documents; (e) Review and comment on Secondary Insurance affected by the Borrower and/or other Project Participants. (f) Review Local Insurance Law and its implications for the Project.

(g) Comments on the Financial Integrity of the selected Insurance Companies.

(i) Reinsurance; and

(j) Issue Insurance Report highlighting the Critical Issues raised for carrying out the Scope of Work 1 to 8, confirming compliance with all Conditions Precedents of the Loan / Security Documents and drawing together the conclusions on the above.

C. Operational Phase (a) Undertake a Risk Review of the Project, identify the major exposures and advise as to how they can be mitigated by Insurance Cover / Arrangements in line with good industry practice including, but not limited to the following i. All Risks to the Project facilities during the Operational Phase; ii. Loss of Profits and / or Business Interruption risks; iii. Employers / Workman’s Compensation, third party Liability Insurance with Cross Liability and/or Common Law Liability Exposures iv. Liability Risks (including Employers Liability, Marine, Cargo Goods-in- Transit); v. Environmental Liability Risks including loss of risk to the surrounding property; and vi. Physical Damage risks to other assets such as offices, vehicles, plant, machinery and equipment (s) etc.

(b) Advise the Administrative Agent in monitoring Insurance Package, during Operational Phase; (c) Prior to the project completion, audit and report that the Operational Insurance Package is in accordance with the good industry practice;

(d) Audit and report on the Annual Renewal of Operational Insurance Package in general and with respect to the following in particular i. Availability of Insurance and whether they are properly affected; ii. Security of Insurers; iii. Compliance with Schedule of Minimum Insurance requirements for Operational Phase; iv. Incorporation of the agreed Lenders' interest provisions in the insurance Package; v. Continuity of cover throughout Operational Phase; vi. Market availability of Insurance; and vii. Inflation-and Capital Additions, which need to be reflected in the Sums Insured.

(e) Advice Lenders of any material Adverse Change in circumstances, which may necessitate an immediate Review in whole or in part, of the Insurance Package.

(f) Advise and assist in the negotiation of any changing requirements for the Insurance Package.

(g) Provide on-going advice, assistance and services on Risk and Insurance related aspects of the Project, as required by Borrower and the Lenders from time to time;

(h) Identify and comment on Residual Risks; and

(i) Reinsurance (j) Advise the Lender on adequacy etc. of various Insurance Arrangements, Packages, the Contractors' All Risks (CAR), Escalations, Extended Maintenance, Design Drafts, etc.

(k) Advise the Lender on issues relating to Renewals, Reinsurance, Assignment of the Policies, Settlement of Claims etc., on continuing basis.

(l) Any other matter relevant to the Project in the considered view of the Lenders Insurance Advisor. The scope of services provided above is not exhaustive but only indicative and it shall be the sole responsibility of the Lenders Insurance Advisor to render all consultancy and advisory services required to fulfill the obligations broadly envisaged herein.

The above list of activities is indicative and depending on the nature / scope of each project. The items in the list shall be added / deleted / amended on case to case basis.

Annexure – B

APPLICATION FORM FOR EMPLANELMENT OF LENDERS INSURANCE ADVISORS Sr. Particulars Details No. 1. Name of the Organization 2. Address

3. Contact Details a. Mobile Number b. Telephone Number (Land line) c. Fax Number d. Email id 4. Organization Details To be filled as per Annexure - I 5. Details of Directors/ Partners/ To be filled as per Annexure - II Proprietor 6. List of Assignments in To be filled as per Annexure - III handled 7. Financial Position To be filled as per Annexure - IV 8. List of permanent professional staff and Key Personnel mentioning their specification, qualifications, experience and association with the firm 9. List of consultants / To be filled as per Annexure - V Insurance Experts associated on regular basis, if any 10. Affidavit --?

Signature of the applicant Name & Designation Place: Date:

Annexure -I ORGANIZATIONAL DETAILS Sr. No. Particulars Details 1. Organizational Set-up: S. Name of Empaneled Nature - Year of Establishment N Organization as LIA since Specificatio - Status of Firm / when please n of Organization/ Company enclose empanelme etc. certificated nt - Empanelment with Govt. for each Organizations / Public empanelment sector/ Bank / Finalization 1. - (Mention names along with 2. copies of Certificates) 3. 4. 5. 6.

2. Staff Strength (Experts) - Energy – Electricity Generation, Electricity Transmission and Distribution, Oil Pipeline, Oil/Gas/ LNG storage facility (nos.)

- Transport- Road and bridges, Ports, Inland Waterways, Airport, Railway Tracks, tunnels, Viaducts, bridges, Urban Public transport (nos.)

- Communication - Telecom Towers, Telecommunication (fixed Network), Telecommuncation and Telecom services (nos.)

- Water Sanitation (nos.)

- Social & commercial Infrastructure (nos.)

- Any Other 3. Outsourcing jobs (Experts) - Energy – Electricity Generation, Electricity Transmission and Distribution, Oil Pipeline, Oil/Gas/ LNG storage facility (nos.)

- Transport- Road and bridges, Ports, Inland Waterways, Airport, Railway Tracks, tunnels, Viaducts, bridges, Urban Public transport (nos.)

- Communication - Telecom Towers, Telecommunication (fixed Network), Telecommuncation and Telecom services (nos.)

- Water Sanitation (nos.)

- Social & commercial Infrastructure (nos.)

- Any Other

Annexure -II DETAILS OF DIRECTORS/ PARTNERS/ PROPRIETOR Sr. Name of Academic Designation Address / Phone / No. Partners/Directors / Qualifications Fax / e-mail Proprietors Signature of the applicant Name & Designation Place: Date:

Annexure -III LIST OF ASSIGNMENTS HANDLED S Name Short Name Value Date of Name Expect Remar r. of Work descripti and of Start of of Lead ed date ks, if N / on of address Work/ Work/Proje Bank / of any o. Project assignm of Project ct Lender comple ent Owner / tion Client Note: The list of Works/Project mentioned should be substantiated with documentary evidence such as work orders etc. in the absence of which the application is liable to be rejected.

Annexure -IV FINANCIAL POSITION Rs. Lakh SR. Financial year Turnover Profit / Loss (-) NO. 1. Financial Year 2012-13 2. Financial Year 2013-14 3. Financial Year 2014-15

Signature of the applicant Name & Designation Place: Date: Annexure - V LIST OF CONSULTANTS OTHER THAN REGULAR PROFESSIONALS ON ROLE ASSOCIATED ON REGULAR BASIS Sr. Nature of Name & Address of Name, Qualification Important No. Consultancy Consultants & Experience of Projects Handled Staff

AFFIDAVIT (TO BE SUBMITTED ON NON-JUDICIAL STAMP PAPER OF MINIMUM RS.100/- DULY CERTIFIED BY NOTARY PUBLIC)

Affidavit of Mr. …………………………….S/o …………………………………aged about………………………………… R/o……………………………………..………

The deponent above named do hereby solemnly affirm and declare as under:

1. That I am the Proprietor / Authorized signatory/Director / partner of M/s. …………………… having its Head Office /Regd. Office at ……………………………

2. That the information / documents / Experience certificate submitted by M/s…………..along with this “Expression of Interest (EOI) for Lenders Insurance Advisor for a period of ____ (00) Years” to India Infrastructure Finance Company Limited are genuine and nothing has been concealed.

3. I shall have no objection in case India Infrastructure Finance Company Limited verifies them from issuing authority (ies). I shall also have no objection in providing the original copy of the document(s), in case India Infrastructure Finance Company Limited, demand so for verification.

4. I hereby confirm that in case, any document, information & /or certificate submitted by me is found to be incorrect/false/fabricated, India Infrastructure Finance Company Limited at its sole discretion may disqualify / reject my application for pre-qualification out rightly and also debar me / M/s. ……………….from participating in any future tenders/PQ.

Deponent I, ……………., the Proprietor / Authorized signatory Director / partner of M/s. ………………, do herby confirm that the contents mentioned hereinabove of this Affidavit are true to my knowledge , belief and nothing has been concealed thereof and that no part of it is false.

Deponent