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1 Air India Limited Request for Proposal for Selection of a Law Firm for Carrying out Legal Due Diligence for the Proposed Sale

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1 Air India Limited Request for Proposal for Selection of a Law Firm for Carrying out Legal Due Diligence for the Proposed Sale AIR INDIA LIMITED REQUEST FOR PROPOSAL FOR SELECTION OF A LAW FIRM FOR CARRYING OUT LEGAL DUE DILIGENCE FOR THE PROPOSED SALE OF AIR INDIA LTD, AIR INDIA EXPRESS LTD &AIR INDIA SATS AIRPORT SERVICES PVT. LTD. RFP Reference No: Ref. No.LEGAL/HQ/2019/458 Date 18/10/2019 Issued by : Corporate Affairs Department, Air India Limited, Airlines House, 113, GurudwaraRakabganj Road, New Delhi-110001. Email :[email protected] Website : www.airindia.in- 1 BID DETAILS IN BRIEF S. Description Details NO. 1. RFP No. and Date Ref. No.LEGAL/HQ/2019/458 Date 18/10/2019 Name of the Department Corporate Affairs Department, Air India Limited, Airlines House, 113, GurudwaraRakabganj Road, New Delhi-110001. 2. Brief Description of work: Air India would like to engage the services of a reputed Law Firm to undertake the work of Legal Due Diligence for the proposed sale of Air India Ltd, Air India Express Ltd., AISATS Airport Services Pvt. Ltd. 3. Address for submission of ED (Corporate Affairs), Air India Ltd, Bid Airlines House, 113,GurudwaraRakabganj Road, New Delhi-110001 4. Date of issue of RFP 18/10/2019 5. Last date and time for 08/11/2019 upto 2:30 pm Submission of bids 6. Date and time of opening of 08/11/2019 at 3:00 pm Technical bid 7. No. of envelopes to be Envelope 1. Master Envelope Submitted Envelope 2. Technical Bid Envelope 3. Financial Bid Both the technical and Commercial bid must be sealed in a Master Envelope (Envelope 1) RFPNo. must be mentioned on each envelope 8. Earnest Money deposit Amount Rs.1,00,000/- (Rs. One Lakh Only) 2 DISCLAIMER The information contained in this Request for Proposal (“RFP”) document or information provided subsequently to bidders or applicants whether verbally or in documentary form by or on behalf of Air India Ltd., is provided to the bidder(s) on the terms and conditions set out in this RFP document. This RFP document is not an agreement and is not an offer or invitation by Air India Ltd. to any parties other than the applicants who are qualified to submit the bids (hereinafter individually and collectively referred to as “Bidder” or “Bidders” respectively). The purpose of this RFP is to provide the Bidders with information to assist the formulation of their bids. This RFP does not claim to contain all the information each Bidder requires. Each Bidder may conduct its own independent investigations and analysis and is free to check the accuracy, reliability and completeness of the information in this RFP. Air India makes no representation or warranty and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or completeness of this RFP. The information contained in the RFP document is selective and is subject to updating, expansion, revision and amendment. It does not purport to contain all the information that a Bidder requires. Air India does not undertake to provide any Bidder with access to any additional information or to update the information in the RFP document or to correct any inaccuracies therein, which may become apparent. Air India reserves the right of discretion to change, modify, add to or alter any or all of the provisions of this RFP and/or the bidding process, without assigning any reasons whatsoever. Such change will be published on the company’s Website (www.airindia.in) and it will become part and parcel of this RFP. Air India in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the information in this RFP. Air India reserves the right to reject any or all the request of proposals received in response to this RFP document at any stage without assigning any reason whatsoever. The decision of Air India shall be final, conclusive and binding on all parties. 3 TABLE OF CONTENTS Sr.No. Topic Bid details in brief Disclaimer 1 Introduction 2 Proposal 3 Eligibility Criteria 4 Scope of Work 5 Submission of Proposal 6 Earnest Money Deposit 7 Selection Process 8 Agreement 9 Time to complete the task 10 Disqualification / Termination of Assignment 11 General 12 Obligations of the Successful Bidder 13 Corrupt and Fraudulent Practices 14 Disclaimer 4 1.0 INTRODUCTION: Air India Ltd. is a flag carrier of India and is incorporated under Company’s Act 1956 (“Company”). The company is fully owned by Govt. of India and has registered office at Airlines House,113, GurudwaraRakabganj Road,NewDelhi- 110001. It operates a fleet of Airbus (A319, A320 and A321) and Boeing (B747, B777 and B787) Aircraft to a number of domestic and international destinations. The company is also a member of “Star Alliance”. The company has a fully owned subsidiary under the name Air India Express Ltd. Air India Express is a low cost carrier and operates a fleet of Boeing 737 Aircraft. The company also has a subsidiary under the name Air India SATS Airport Services Pvt. Ltd, a 50:50 joint venture between Air India and SATS. AISATS is in the business of providing airport services in the area of ground and cargo handling. 2.0 PROPOSAL Air India would like to engage the services of a reputed Law Firm to undertake the work of Legal Due Diligence (as detailed in scope of work) for the proposed sale, which includes the sale of Air India Ltd, Air India Express Ltd and AI SATS Airport Services Ltd. 3.0 ELIGIBILITY CRITERIA Sr. Eligibility Criteria Documents to be No. enclosed 3.1 The bidder must have an office in Delhi and/or NCR. 3.2 Bidder(s) should be a Law Firm having Copy of Certificate of expertise and experience of a minimum of incorporation/ Five [05] years in advising on Merger and registration and Acquisition transactions and conducting Partnership deed / MoA / Legal Due Diligence, as on 01.09.2019 AoA, Certificate issued by the Bar Council as the case may be. 3.3 The law firm should also have an An undertaking to that experience in advising on legal matters effect to be submitted by relating to Finance, Corporate matters, the Firm 5 Litigation, Human Resources, Intellectual Property, Real Estate Property, Regulatory Compliances (general as well as in Aviation sector) and Insurance. 3.4 The Bidder should have handled a Client Certificate/ minimum of Five (5) Merger and Contract with Client. Acquisition Transactions, particularly for Proof of Completion of Companies listed in India or PSU’s and successful legal Due should have conducted Legal Due Diligence. In case of Diligence for the purpose during the last non-availability of Client five years as on 01.09.2019. Certificate, Certificate Additional weightage will be given to the from Statutory Auditor Bidder(s) who have advised PSU’s in a /Internal Auditor/ Merger/Acquisition transaction and have Independent Auditor successfully completed the Legal Due may be submitted. Diligence for the same. 3.5 Bidder must have atleast 3 key team A Profile of the team members having 5 or more years of members with their experience in successful completion of details including their Legal Due Diligence with respect to Merger qualifications, expertise and Acquisition transactions. (Key etc should be submitted. Personnel). Weightage will be given to more than three (03) member. 3.6 Bidder must have atleast 1 team leader A Profile of the team who shall be the leader of the group of leaders with their details key team members for Air India including their assignment. He should have 15 or more qualifications, expertise years of experience in successful completion of Legal Due Diligence with etc. should be respect to Merger and Acquisition submitted. transactions. Weightage will be given to more than one member with the firm. 3.7 The applicant/ key team members should An undertaking to this not have been effect duly signed by the blacklisted/debarred/disqualified by any Authorized Signatory, regulators/statutory body in India. attested by the Company Secretary / State Bar 6 Council. 3.8 The applicant should give an undertaking An undertaking to this duly certified that no action has been effect duly be signed by initiated against the applicant by Bar the Authorized Council of India and any other Signatory, attested by Government/Statutory agencies with the Company Secretary / regard to any irregularities Internal / State Bar Council. 3.9 The Bidders should not have been engaged by an Airline or any other agency for the purpose of acquisition of Air India or its assets, to avoid conflict of interest 4.0 SCOPE OF WORK 4.1 Material Contracts : Review and summarise material contracts entered into by AI Entities with a value impact in excess of INR [50 Cr] for the entire term of contract including but not limited to Service Level Agreements, Ground Handling Agreements, Engine Agreements, OEM Agreements, Technical Handling Agreements, aircraft lease agreements entered into by AI Entities along with all relevant security documents and filings in respect thereof, Software License and Hosting Service Agreements, Fuel Agreements, Sales Agency Agreements for Cargo Sales, Airport Lounge Facilities Agreement, Catering Agreements, Agreements for Wheelchair Services, Agency Agreements for Passenger Sales, Service Provider Agreements, Concession Agreements, Special Prorate Agreements and others. Identify approvals/consent/notification requirements under the said agreements. 4.2 Litigation : Review and summarise all cases filed by or against the AI Entities, including review of case papers, underlying documents, case status and others and highlight the probability of liabilities fructifying in the said cases. 4.3 Human Resources : Review and summarise all labour law related issues including registrations/ licenses obtained or returns filed under labour legislations (starting from the year 2016), the existing arrangements with employees, employee benefits, employment related agreements and labour law disputes.
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